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BIDDING DOCUMENT

for

Engaging a Service Provider

for

Operation and Maintenance Services of Siddhirganj 335

MW Combined Cycle Power Plant, Narayanganj,

Bangladesh

(IDA Credit No: 4508 BD)

Electricity Generation Company of Bangladesh

BTMC Bhaban (8th level)

7-9 Kawran Bazar

Dhaka – 1215, Bangladesh

April, 2015

BIDDING DOCUMENT

Country: Bangladesh

Project Name: Siddhirganj Power Project

IDA Credit No.: [4508 BD]

Title of Non-consulting Services: Operation and Maintenance Services of Siddhirganj 335 MW Combined

Cycle Power Plants,Narayanganj, Bangladesh

Electricity Generation Company of Bangladesh (A company of Bangladesh Power Development Board)

Government of the People’s Republic of Bangladesh

Invitation for Bids (IFB)

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Invitation for International Bids

Operation and Maintenance Services of Siddhirganj 335 MW Combined Cycle Power Plant,

Narayanganj, Bangladesh

Date: /4/2015

IDA Credit No: 4508- BD

IFB No: EGCB/2015

1. The Government of Bangladesh has received a credit from the International Development

Association (IDA) in various currencies towards the cost of Siddhirganj Peaking Power

Project. It is intended that part of the proceeds of this loan will be applied to eligible

payments under the contract for Operation and Maintenance Services of Siddhirganj

335 MW Combined Cycle Power Plant (CCPP).The CCPP is under construction and

expected to be commissioned in February 2016.

2. The Electricity Generation Company of Bangladesh (EGCB) Limited (an enterprise of

Bangladesh Power Development Board)now invites sealed bids from eligible bidders for the

Operation and Maintenance Services of the 335 MW Combined Cycle Power Station at

Siddhirganj (about 20 km southeast of Dhaka city) with all support facilities and

auxiliaries(“the Facilities”). The plant capacity shall be 335.4 MW net at site ambient

conditions of 35ºC, 1.013 bar atmospheric, 98% relative humidity and 0.85 power factor and

at the high tension side of the generator step-up transformer. The configuration of the plant

shall be 1: 1: 1 (i.e. one gas turbine, one heat recovery steam generator and one steam

turbine). The power from the power station shall be evacuated to a nearby grid substation of

230 kV voltage. The plant shall be run on natural gas supplied by Titas Gas Transmission

and Distribution Company Limited.

3. International competitive bidding will be conducted in accordance with the World Bank's

Single Stage Bidding Procedure following Guidelines: Procurement under IBRD Loans and

IDA Credits, May 2004 revised October 2006 and May 2010.

4. Interested eligible bidders may obtain further information from and inspect the bidding

documents at Company Secretary, EGCB Limited, BTMC Building (level-8), 7-9 Kawran

Bazar C/A, Dhaka – 1215, Bangladesh, from 9:00 hours to 16:00 hours, Sunday to Thursday

(except national holidays). The bidder shall be a firm /company or joint venture of firms/

companies from eligible source countries. The bidder shall have at least ten years business

experience in O&M service provision as prime contractor in the power industry with

minimum average annual turnover of US$ 3 million in the last five years. The bidder shall

have experience of (i) completion of an O&M Contract taken from a utility as prime

contractor in the provision of at least one service contract of a nature and complexity

equivalent to the Services or a combined cycle power plant having capacity of 300 MW

or higher with a period & man-month not less than 3 years & 150 mm respectively over

the last 10 years; OR

(ii) completion of an O&M Contract taken from a utility as prime contractor in the

provision of at least one service contract of a nature and complexity equivalent to the

Services of a GT of 150 MW or higher and an ST of 150 MW or higher in a power station

complex with a period & man-month not less than 3 years & 150 mm respectively over

the last 10 years; OR

(iii) completion of two O&M Contracts taken from a utility(ies) as prime contractor in the

provision of a nature and complexity equivalent to the Services of one Contract

comprising a GT of 150 MW or higher and one Contract comprising an ST of 150 MW or

higher and both with a period & man-month not less than 3 years & 100 mm respectively

over the last 10 years as specified in the BDS;


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5. A complete set of bidding documents may be purchased by the interested bidders on

submission of a written application to the undersigned and upon payment of a non-

refundable fee of BDT 30,000.00 or US$ 400.00 only in the form of pay order or demand

draft in favour of Electricity Generation Company of Bangladesh Limited.

6. The provisions in the Instructions to Bidders and in the General Conditions of Contract are

the provisions of the World Bank Sample Bidding Document: Procurement of Non-

consultant Service, April 2007.

7. Bids must be delivered to the Company Secretary’s office on or before 11:00 hours

Bangladesh standard time, 1 July 2015 and must be accompanied by a security of US$

150,000 (United States Dollars one hundred fifty thousand) or Taka 12,000,000.00

(twelve million) in favour of Electricity Generation Company of Bangladesh Limited.

8. Bids will be opened on the same day in the presence of bidders’ representatives who

choose to attend at 11:30 hours Bangladesh standard time on 1 July 2015 at the office of

the Company Secretary, EGCB Limited.

9. Bidders are advised to attend a pre-bid conference which will be held at Conference

room of EGCB Ltd on June 22, 2015 at 10.00 a.m. Bangladesh Standard Time..

10. Copy of bid documents in PDF format will also be available in the website

(www.egcb.com.bd) of EGCB Limited.

EGCB Limited reserves the right to accept or reject any or all bids without assigning any reason

thereof.

(Kazi Nazrul Islam)

Company Secretary

Electricity Generation Company of Bangladesh Limited

BTMC Building (Level-8), 7-9 Kawran Bazar, Dhaka -1215, Bangladesh

Telephone: 88-02- 8124197/ 913 4029/ 913 4032

Fax: 88-02- 911 8345

Electronic mail address: [email protected]

http://www.egcb.com.bd/

mailto:[email protected]


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Table of Contents

Appendices……………………………………………………………………….146

Part I – Bidding Procedures

Section I. Instructions to Bidders………………………………………………… 8

Section II. Bidding Data Sheet…………………………………………………….22

Section III. Bidding Forms………………………………………………………..28

Section IV. Eligible Countries…………………………………………………….45

Part II – Activity Schedule……………………………………………………….46

Section V. Activity Schedule……………………………………………………...47

Part III – Conditions of Contract and Contract Forms………………………..57

Section VI. General Conditions of Contract………………………………………58

Section VII. Special Conditions of Contract………………………………………73

SectionVIII. Performance Specifications and Drawings………………………..…131

Section IX. Contract Forms………………………………………………………138

Section X Curriculum Vitae…………………………………………………….144

SectionI. Instruction to Bidders

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Part I – Bidding Procedures


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Section I. Instructions to Bidders

Table of Clauses A. General………………………………………………………………………………...8

1. Scope of Bid……………………………………………………………….8

2. Source of Funds…………………………………………………………... 8

3. Corrupt or Fraudulent Practices…………………………………………...8

4. Eligible Bidders…………………………………………………………...9

5. Qualification of the Bidder………………………………………………..10

6. One Bid per Bidder………………………………………………………12

7. Cost of Bidding…………………………………………………………..12

8. Site Visit…………………………………………………………………12

B. Bidding Documents…………………………………………………………………12

9. Content of Bidding Documents………………………………………….12

10. Clarification of Bidding Documents………………………………….....12

11. Amendment of Bidding Documents……………………………………..13

C. Preparation of Bids…………………………………………………………………13

12. Language of Bid………………………………………………………….13

13. Documents Comprising the Bid………………………………………….13

14. Bid Prices………………………………………………………………...13

15. Currencies of Bid and Payment………………………………………….14

16. Bid Validity…………………………………………………………...…14

17. Bid Security……………………………………………………………...14

18. Alternative Proposals by Bidders………………………………………..15

19. Format and Signing of Bid………………………………………………16

D. Submission of Bids………………………………………………………………….16

20. Sealing and Marking of Bids…………………………………………….16

21. Deadline for Submission of Bids………………………………………...17

22. Late Bids…………………………………………………………………17

23. Modification and Withdrawal of Bids…………………………………...17

E. Bid Opening and Evaluation……………………………………………………….17

24. Bid Opening……………………………………………………………..17

25. Process to Be Confidential………………………………………………18

26. Clarification of Bids……………………………………………………..18

27. Examination of Bids and Determination of Responsiveness……………18

28. Correction of Errors……………………………………………………..19

29. Currency for Bid Evaluation…………………………………………….19

30. Evaluation and Comparison of Bids…………………………………….19

31. Preference for Domestic Bidders………………………………………..20

F. Award of Contract………………………………………………………………….20

32. Award Criteria…………………………………………………………..20

33. Employer’s Right to Accept any Bid and to Reject any or all Bids…….20

34. Notification of Award and Signing of Agreement……………………... 20

35. Performance Security…………………………………………………...21

36. Advance Payment and Security…………………………………………21

37. Adjudicator……………………………………………………………...21


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SECTION -I Instructions to Bidders

A. General

1. Scope of Bid 1.1 The Employer, as defined in the Bidding Data Sheet (BDS), invites bids for the

Operation and Maintenance Services (the “Services”), as described in Appendix A of

the Bidding Document. The name and identification number of the Contract is

provided in the BDS.

1.2 The successful Bidder will be expected to complete the performance of the Services

by the Intended Completion Date provided in the BDS.

2. Source of

Funds

2.1 The Borrower, as defined in the BDS, intends to apply part of the funds of a loan

from the World Bank, as defined in the BDS, towards the cost of the Project, as

defined in the BDS, to cover eligible payments under the Contract for the Services.

Payments by the World Bank will be made only at the request of the Borrower and

upon approval by the World Bank in accordance with the Loan Agreement, and will

be subject in all respects to the terms and conditions of that Agreement. Except as

the World Bank may specifically otherwise agree, no party other than the Borrower

shall derive any rights from the Loan Agreement or have any rights to the loan

proceeds.

3. Corrupt or

Fraudulent

Practices

3.1 It is the Bank’s policy to require that Borrowers (including beneficiaries of Bank

loans), as well as bidders, suppliers, and contractors and their subcontractors under

Bank-financed contracts, observe the highest standard of ethics during the

procurement and execution of such contracts. 1 In pursuance of this policy, the

Bank:

(a) defines, for the purposes of this provision, the terms set forth below as follows:

(i) “corrupt practice”2 is the offering, giving, receiving or soliciting, directly

or indirectly, of anything of value to influence improperly the actions of

another party;

(ii) “fraudulent practice”3 is any act or omission, including a

misrepresentation, that knowingly or recklessly misleads, or attempts to

mislead, a party to obtain a financial or other benefit or to avoid an

obligation;

(iii) “collusive practice”4 is an arrangement between two or more parties

designed to achieve an improper purpose, including to influence

improperly the actions of another party;

(iv) “coercive practice”5 is impairing or harming, or threatening to impair or

1 In this context, any action taken by a bidder, supplier, contractor, or a sub-contractor to influence the

procurement process or contract execution for undue advantage is improper. 2 For the purpose of these SBDs, “another party” refers to a public official acting in relation to the

procurement process or contract execution]. In this context, “public official” includes World Bank staff and

employees of other organizations taking or reviewing procurement decisions. 3 For the purpose of these SBDs, “party” refers to a public official; the terms “benefit” and “obligation”

relate to the procurement process or contract execution; and the “act or omission” is intended to influence

the procurement process or contract execution. 4 For the purpose of these SBDs, “parties” refers to participants in the procurement process (including public

officials) attempting to establish bid prices at artificial, non competitive levels.


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harm, directly or indirectly, any party or the property of the party to

influence improperly the actions of a party;

(v) “obstructive practice” is

(aa) deliberately destroying, falsifying, altering or concealing of evidence

material to the investigation or making false statements to

investigators in order to materially impede a Bank investigation into

allegations of a corrupt, fraudulent, coercive or collusive practice;

and/or threatening, harassing or intimidating any party to prevent it

from disclosing its knowledge of matters relevant to the investigation

or from pursuing the investigation, or

(bb) acts intended to materially impede the exercise of the Bank’s

inspection and audit rights provided for under para. 1.14 (e) of the

Bank’s Procurement Guidelines.

(b) will reject a proposal for award if it determines that the Bidder recommended for

award has, directly or through an agent, engaged in corrupt, fraudulent,

collusive, coercive or obstructive practices in competing for the contract in

question;

(c) will cancel the portion of the loan allocated to a contract if it determines at any

time that representatives of the Borrower or of a beneficiary of the loan engaged

in corrupt, fraudulent, collusive, coercive or obstructive practices during the

procurement or the execution of that contract, without the Borrower having

taken timely and appropriate action satisfactory to the Bank to remedy the

situation;

(d) will sanction a firm or individual, including declaring them ineligible, either

indefinitely or for a stated period of time, to be awarded a Bank-financed

contract if it at any time determines that they have, directly or through an agent,

engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in

competing for, or in executing, a Bank-financed contract; and

(e) will have the right to require that a provision be included in bidding documents

and in contracts financed by a Bank Loan, requiring bidders, suppliers,

contractors and service providers to permit the Bank to inspect their accounts

and records and other documents relating to the Bid submission and contract

performance and to have them audited by auditors appointed by the Bank.

4. Eligible

Bidders

4.1 This Invitation for Bids is open to all bidders from eligible countries as defined in

the Procurement Guidelines. Any materials, equipment, and Services to be used in

the performance of the Contract shall have their origin in eligible source countries.

4.2 All bidders shall provide in Section III, Bidding Forms, a statement that the Bidder

(including all members of a joint venture and subcontractors) is not associated, nor

has been associated in the past, directly or indirectly, with the service provider or any

other entity that has prepared the design, specifications, and other documents for the

Project or being proposed as Project Manager for the Contract. A firm that has been

engaged by the Borrower to provide Consultant Services for the preparation or

5 For the purpose of these SBDs, “party” refers to a participant in the procurement process or contract

execution.


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supervision of the Services, and any of its affiliates, shall not be eligible to bid.

4.3 Government-owned enterprises in the Employer’s country may only participate if

they are legally and financially autonomous, operate under commercial law, and are

not a dependent agency of the Employer.

4.4 The loan agreement prohibits a withdrawal from the loan account for the purpose of

any payment to persons or entities, or for any import of goods, if such payment or

import, to the knowledge of the Bank, is prohibited by a decision of the United

Nations Security Council, taken under Chapter VII of the Charter of the United

Nations.

4.5 Bidders shall not be under a declaration of ineligibility for corrupt and fraudulent

practices issued by the Bank in accordance with ITB Sub-Clause 3.1.

5. Qualification

of the

Bidder

5.1 All bidders shall provide in Section III, Bidding Forms, a preliminary description of

the proposed work method and schedule, including drawings and charts, as

necessary.

5.2 In the event that prequalification of potential bidders has been undertaken as stated

in the BDS, only bids from prequalified bidders shall be considered for award of

Contract, in which case the provisions of sub-clauses 5.3 to 5.6 hereafter shall not

apply. These qualified bidders should submit with their bids any information

updating their original prequalification applications or, alternatively, confirm in their

bids that the originally submitted prequalification information remains essentially

correct as of the date of bid submission. The update or confirmation should be

provided in Section IV.

5.3 If the Employer has not undertaken prequalification of potential bidders, all bidders

shall include the following information and documents with their bids in Section IV,

unless otherwise stated in the BDS:

(a) copies of original documents defining the constitution or legal status, place of

registration, and principal place of business; written power of attorney of the

signatory of the Bid to commit the Bidder;

(b) total monetary value of Services performed for each of the last five years;

(c) experience in Services of a similar nature and size for each of the last five

years, and details of Services under way or contractually committed; and

names and address of employers who may be contacted for further information

on those contracts;

(d) list of major items of equipment proposed to carry out the Contract;

(e) qualifications and experience of key site management and technical personnel

proposed for the Contract;

(f) reports on the financial standing of the Bidder, such as profit and loss

statements and auditor’s reports for the past five years;

(g) evidence of adequacy of working capital for this Contract (access to line(s) of

credit and availability of other financial resources);

(h) authority to the Employer to seek references from the Bidder’s bankers;


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(i) information regarding any litigation, current or during the last five years, in

which the Bidder is involved, the parties concerned, and disputed amount; and

(j) Proposals for subcontracting components of the Services amounting to more

than 10 percent of the Contract Price.

5.4 Bids submitted by a joint venture of two or more firms as partners shall comply with

the following requirements, unless otherwise stated in the BDS:

(a) the Bid shall include all the information listed in ITB Sub-Clause 5.3 above for

each joint venture partner;

(b) the Bid shall be signed so as to be legally binding on all partners;

(c) the Bid shall include a copy of the agreement entered into by the joint venture

partners defining the division of assignments to each partner and establishing

that all partners shall be jointly and severally liable for the execution of the

Contract in accordance with the Contract terms; alternatively, a Letter of Intent

to execute a joint venture agreement in the event of a successful bid shall be

signed by all partners and submitted with the bid, together with a copy of the

proposed agreement;

(d) one of the partners shall be nominated as being in charge, authorized to incur

liabilities, and receive instructions for and on behalf of any and all partners of

the joint venture; and

(e) the execution of the entire Contract, including payment, shall be done

exclusively with the partner in charge.

5.5 To qualify for award of the Contract, bidders shall meet the following minimum

qualifying criteria:

(a) annual volume of Services of at least the amount specified in the BDS;

(b) experience as prime contractor in the provision of at least two service contracts

of a nature and complexity equivalent to the Services over the last 5 years (to

comply with this requirement, Services contracts cited should be at least 70

percent complete) as specified in the BDS;

(c) proposals for the timely acquisition (own, lease, hire, etc.) of the essential

equipment listed in the BDS;

(d) a Contract Manager with five years’ experience in Services of an equivalent

nature and volume, including no less than three years as Manager; and

(e) liquid assets and/or credit facilities, net of other contractual commitments and

exclusive of any advance payments which may be made under the Contract, of

no less than the amount specified in the BDS.

A consistent history of litigation or arbitration awards against the Applicant or any

partner of a Joint Venture may result in disqualification.

5.6 The figures for each of the partners of a joint venture shall be added together to

determine the Bidder’s compliance with the minimum qualifying criteria of ITB

Sub-Clause 5.4(a), (b) and (e); however, for a joint venture to qualify the partner in


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charge must meet at least 40 percent of those minimum criteria for an individual

Bidder and other partners at least 25% of the criteria. Failure to comply with this

requirement will result in rejection of the joint venture’s Bid. Subcontractors’

experience and resources will not be taken into account in determining the Bidder’s

compliance with the qualifying criteria, unless otherwise stated in the BDS.

6. One Bid per

Bidder

6.1 Each Bidder shall submit only one Bid, either individually or as a partner in a joint

venture. A Bidder who submits or participates in more than one Bid (other than as a

subcontractor or in cases of alternatives that have been permitted or requested) will

cause all the proposals with the Bidder’s participation to be disqualified.

7. Cost of

Bidding

7.1 The Bidder shall bear all costs associated with the preparation and submission of his

Bid, and the Employer will in no case be responsible or liable for those costs.

8. Site Visit 8.1 The Bidder, at the Bidder’s own responsibility and risk, is encouraged to visit and

examine the Site of required Services and its surroundings and obtain all information

that may be necessary for preparing the Bid and entering into a contract for the

Services. The costs of visiting the Site shall be at the Bidder’s own expense.

B. Bidding Documents

9. Content of

Bidding

Documents

9.1 The set of bidding documents comprises the documents listed in the table below and

addenda issued in accordance with ITB Clause 10:

Section I Instructions to Bidders

Section II Bidding Data Sheet

Section III Bidding Forms

Section IV Eligible Countries

Section V Activity Schedule

Section VI General Conditions of Contract

Section VII Special Conditions of Contract

Section VIII Performance Specifications and Drawings (if Applicable

Section IX Contract Forms

Section X Curriculum Vitae

9.2 The Bidder is expected to examine all instructions, forms, terms, and specifications

in the bidding documents. Failure to furnish all information required by the bidding

documents or to submit a bid not substantially responsive to the bidding documents

in every respect will be at the Bidder’s risk and may result in the rejection of its bid.

Sections III, V, and IX should be completed and returned with the Bid in the number

of copies specified in the BDS.

10.

Clarificati

on on of

Bidding

Documents

10.1 A prospective Bidder requiring any clarification of the bidding documents may

notify the Employer in writing or by cable (“cable” includes telex and facsimile) at

the Employer’s address indicated in the invitation to bid. The Employer will

respond to any request for clarification received earlier than 14 days prior to the

deadline for submission of bids. Copies of the Employer’s response will be

forwarded to all purchasers of the bidding documents, including a description of the


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inquiry, but without identifying its source.

11. Amendment

of Bidding

Documents

11.1 Before the deadline for submission of bids, the Employer may modify the bidding

documents by issuing addenda.

11.2 Any addendum thus issued shall be part of the bidding documents and shall be

communicated in writing or by cable to all purchasers of the bidding documents.

Prospective bidders shall acknowledge receipt of each addendum by cable to the

Employer.

11.3 To give prospective bidders reasonable time in which to take an addendum into

account in preparing their bids, the Employer shall extend, as necessary, the deadline

for submission of bids, in accordance with ITB Sub-Clause 21.2 below.

C. Preparation of Bids

12. Language of

Bid

12.1 The bid prepared by the Bidder, as well as all correspondence and documents

relating to the bid exchanged by the Bidder and the Employer shall be written in the

language specified in the BDS. Supporting documents and printed literature

furnished by the Bidder may be in another language provided they are accompanied

by an accurate translation of the relevant passages in the language specified in the

Bidding Data Sheet, in which case, for purposes of interpretation of the Bid, the

translation shall govern.

13. Documents

Comprising

the Bid

13.1 The Bid submitted by the Bidder shall comprise the following:

(a) The Form of Bid (in the format indicated in Section III);

(b) Bid Security;

(c) Priced Activity Schedule;

(d) Qualification Information Form and Documents;

(e) Alternative offers where invited;

and any other materials required to be completed and submitted by bidders, as

specified in the BDS.

13.2 Bidders bidding for this Contract together with other contracts stated in the IFB to

form a package will so indicate in the bid together with any discounts offered for the

award of more than one contract

14. Bid Prices 14.1 The Contract shall be for the Services, as described in Appendix A of the Bidding

Document and in the Specifications, Section VIII, based on the priced Activity

Schedule, Section V, submitted by the Bidder.

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

Specifications (or Terms of Reference), Section VIII and listed in the Activity

Schedule, Section V. Items for which no rate or price is entered by the Bidder will

not be paid for by the Employer when executed and shall be deemed covered by the

other rates and prices in the Activity Schedule


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14.3 All relevant taxes, duties, and other levies payable by the Service Provider under

the Contract, or for any other cause, as of the date 28 days prior to the deadline for

submission of bids, shall be included in the total Bid price submitted by the Bidder.

14.4 If provided for in the BDS, the rates and prices quoted by the Bidder shall be

subject to adjustment during the performance of the Contract in accordance with and

the provisions of Clause 6.6 of the General Conditions of Contract and/or Special

Conditions of Contract. The Bidder shall submit with the Bid all the information

required under the Special Conditions of Contract and the General Conditions of

Contract

14.5 For the purpose of determining the remuneration due for additional Services, a

breakdown of such prices shall be provided by the Bidder in the form of Appendices

D and E to the Contract.

15. Currencies of

Bid and

Payment

15.1The lump sum price shall be quoted by the Bidder separately in the following

currencies:

(a) for those inputs to the Services which the Bidder expects to provide from

within the Employer’s country, the prices shall be quoted in the currency of

the Employer’s country, unless otherwise specified in the BDS; and

(b) for those inputs to the Services which the Bidder expects to provide from

outside the Employer’s country, the prices shall be quoted in up to any three

currencies of any member country of the Bank.

15.2 Bidders shall indicate details of their expected foreign currency requirements in the

Bid.

15.3 Bidders may be required by the Employer to justify their foreign currency

requirements and to substantiate that the amounts included in the Lump Sum are

reasonable and responsive to ITB Sub-Clause 15.1.

16. Bid Validity 16.1 Bids shall remain valid for the period specified in the BDS.

16.2 In exceptional circumstances, the Employer may request that the bidders extend the

period of validity for a specified additional period. The request and the bidders’

responses shall be made in writing or by cable. A Bidder may refuse the request

without forfeiting the Bid Security. A Bidder agreeing to the request will not be

required or permitted to otherwise modify the Bid, but will be required to extend the

validity of Bid Security for the period of the extension, and in compliance with ITB

Clause 17 in all respects.

16.3 In the case of contracts in which the Contract Price is fixed (not subject to price

adjustment), if the period of bid validity is extended by more than 60 days, the

amounts payable in local and foreign currency to the Bidder selected for award,

shall be increased by applying to both the local and the foreign currency component

of the payments, respectively, the factors specified in the request for extension, for

the period of delay beyond 60 days after the expiry of the initial bid validity, up to

the notification of award. Bid evaluation will be based on the Bid prices without

taking the above correction into consideration.

17. Bid Security 17.1 The Bidder shall furnish, as part of the Bid, a Bid Security or a Bid-Securing

Declaration, if required, as specified in the BDS.


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17.2 The Bid Security shall be in the amount specified in the BDS and denominated in

the currency of the Employer’s Country or a freely convertible currency, and shall:

(a) at the bidder’s option, be in the form of either a letter of credit, or a bank

guarantee from a banking institution, or a bond issued by a surety;

(b) be issued by a reputable institution selected by the bidder and located in any

eligible country. If the institution issuing the bond is located outside the

Employer’s Country, it shall have a correspondent financial institution located

in the Employer’s Country to make it enforceable.

(c) be substantially in accordance with one of the forms of Bid Security included

in Section IX, Contract Forms, or other form approved by the Employer prior

to bid submission;

(d) be payable promptly upon written demand by the Employer in case the

conditions listed in ITB Sub-Clause 17.5 are invoked;

(e) be submitted in its original form; copies will not be accepted;

(f) remain valid for a period of 28 days beyond the validity period of the bids,

as extended, if applicable, in accordance with ITB Sub-Clause 16.2;

17.3 If a Bid Security or a Bid- Securing Declaration is required in accordance with ITB

Sub-Clause 17.1, any bid not accompanied by a substantially responsive Bid

Security or Bid Securing Declaration in accordance with ITB Sub-Clause 17.1,

shall be rejected by the Employer as non-responsive.

17.4 The Bid Security of unsuccessful Bidders shall be returned as promptly as possible

upon the successful Bidder’s furnishing of the Performance Security pursuant to

ITB Clause 35.

17.5 The Bid Security may be forfeited or the Bid Securing Declaration executed:

(a) if a Bidder withdraws its bid during the period of bid validity specified by the

Bidder on the Bid Submission Form, except as provided in ITB Sub-Clause

16.2; or

(b) if the successful Bidder fails to:

(i) sign the Contract in accordance with ITB Clause 34;

(ii) furnish a Performance Security in accordance with ITB Clause 35.

17.6 The Bid Security or Bid- Securing Declaration of a JV must be in the name of the

JV that submits the bid. If the JV has not been legally constituted at the time of

bidding, the Bid Security or Bid-Securing Declaration shall be in the names of all

future partners as named in the letter of intent to constitute the JV.

18. Alternative

Proposals by

Bidders

18.1 Unless otherwise indicated in the BDS, alternative bids shall not be considered.

18.2 When alternative times for completion are explicitly invited, a statement to that

effect will be included in the BDS, as will be the method of evaluating different

times for completion.

18.3 Except as provided under ITB Sub-Clause 18.4 below, bidders wishing to offer


16

technical alternatives to the requirements of the bidding documents must first

submit a Bid that complies with the requirements of the bidding documents,

including the scope, basic technical data, graphical documents and specifications.

In addition to submitting the basic Bid, the Bidder shall provide all information

necessary for a complete evaluation of the alternative by the Employer, including

calculations, technical specifications, breakdown of prices, proposed work methods

and other relevant details. Only the technical alternatives, if any, of the lowest

evaluated Bidder conforming to the basic technical requirements shall be considered

by the Employer. Alternatives to the specified performance levels shall not be

accepted.

18.4 When bidders are permitted in the BDS to submit alternative technical solutions

for specified parts of the Services, such parts shall be described in the Specifications

(or Terms of Reference) and Drawings, Section VIII. In such case, the method for

evaluating such alternatives will be as indicated in the BDS.

19. Format

and

Signing

of Bid

19.1 The Bidder shall prepare one original of the documents comprising the Bid as described

in ITB Clause 11 of these Instructions to Bidders, bound with the volume containing the

Form of Bid, and clearly marked “ORIGINAL.” In addition, the Bidder shall submit

copies of the Bid, in the number specified in the BDS, and clearly marked as “COPIES.”

In the event of discrepancy between them, the original shall prevail.

19.2 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 on behalf of the Bidder,

pursuant to Sub-Clauses 5.3(a) or 5.4(b), as the case may be. All pages of the Bid

where entries or amendments have been made shall be initialed by the person or persons

signing the Bid.

19.3 The Bid shall contain no alterations or additions, except those to comply with

instructions issued by the Employer, or as necessary to correct errors made by the

Bidder, in which case such corrections shall be initialed by the person or persons

signing the Bid.

D. Submission of Bids

20. Sealing

and

Marking

of Bids

20.1 The Bidder shall seal the original and all copies of the Bid in two inner envelopes

and one outer envelope, duly marking the inner envelopes as “ORIGINAL” and

“COPIES”.

20.2 The inner and outer envelopes shall

(a) be addressed to the Employer at the address provided in the BDS;

(b) bear the name and identification number of the Contract as defined in the

BDS and Special Conditions of Contract; and

(c) provide a warning not to open before the specified time and date for Bid

opening as defined in the BDS.

20.3 In addition to the identification required in ITB Sub-Clause 20.2, the inner


17

envelopes shall indicate the name and address of the Bidder to enable the Bid to

be returned unopened in case it is declared late, pursuant to ITB Clause 22.

20.4 If the outer envelope is not sealed and marked as above, the Employer will

assume no responsibility for the misplacement or premature opening of the Bid.

21.Deadline

for

Submission of

Bids

21.1 Bids shall be delivered to the Employer at the address specified above no later

than the time and date specified in the BDS.

21.2 The Employer may extend the deadline for submission of bids by issuing an

amendment in accordance with ITB Clause 11, in which case all rights and

obligations of the Employer and the bidders previously subject to the original

deadline will then be subject to the new deadline.

22.Late Bids 22.1 Any Bid received by the Employer after the deadline prescribed in ITB Clause 20

will be returned unopened to the Bidder.

23.Modificati

on and

Withdraw

al of Bids

23.1 Bidders may modify or withdraw their bids by giving notice in writing before the

deadline prescribed in ITB Clause 21.

23.2 Each Bidder’s modification or withdrawal notice shall be prepared, sealed,

marked, and delivered in accordance with ITB Clauses 19 and 20, with the outer

and inner envelopes additionally marked “MODIFICATION” or “WITHDRAWAL,” as

appropriate.

23.3 No Bid may be modified after the deadline for submission of Bids.

23.4 Withdrawal of a Bid between the deadline for submission of bids and the

expiration of the period of Bid validity specified in the BDS or as extended

pursuant to ITB Sub-Clause 16.2 may result in the forfeiture of the Bid Security

pursuant to ITB Clause 17.

23.5 Bidders may only offer discounts to, or otherwise modify the prices of their bids

by submitting Bid modifications in accordance with this clause, or included in the

original Bid submission.

E. Bid Opening and Evaluation

24.Bid Opening 24.1 The Employer will open the bids, including modifications made pursuant to ITB

Clause 23, in the presence of the bidders’ representatives who choose to attend

at the time and in the place specified in the BDS.

24.2 Envelopes marked “WITHDRAWAL” shall be opened and read out first. Bids for

which an acceptable notice of withdrawal has been submitted pursuant to ITB

Clause 23 shall not be opened.

24.3 The bidders’ names, the Bid prices, the total amount of each Bid and of any

alternative Bid (if alternatives have been requested or permitted), any discounts,

Bid modifications and withdrawals, the presence or absence of Bid Security, and

such other details as the Employer may consider appropriate, will be announced

by the Employer at the opening. No bid shall be rejected at bid opening except

for the late bids pursuant to ITB Clause 22; Bids, and modifications, sent


18

pursuant to ITB Clause 23 that are not opened and read out at bid opening will

not be considered for further evaluation regardless of the circumstances. Late

and withdrawn bids will be returned unopened to the bidders.

24.4 The Employer will prepare minutes of the Bid opening, including the

information disclosed to those present in accordance with ITB Sub-Clause 24.3.

25. Process to

Be Confidential

25.1 Information relating to the examination, clarification, evaluation, and

comparison of bids and recommendations for the award of a contract shall not be

disclosed to bidders or any other persons not officially concerned with such

process until the award to the successful Bidder is notified of the award. Any

effort by a Bidder to influence the Employer’s processing of bids or award

decisions may result in the rejection of his Bid.

25.2 If, after notification of award, a bidder wishes to ascertain the grounds on which

its bid was not selected, it should address its request to the Employer, who will

provide written explanation. Any request for explanation from one bidder

should relate only to its own bid; information about the bid of competitors will

not be addressed.

26.Clarification

on Bids

26.1 To assist in the examination, evaluation, and comparison of bids, the Employer

may, at the Employer’s discretion, ask any Bidder for clarification of the Bidder’s

Bid, including breakdowns of the prices in the Activity Schedule, and other

information that the Employer may require. The request for clarification and the

response shall be in writing or by cable, telex, or facsimile, but no change in the

price or substance of the Bid shall be sought, offered, or permitted except as

required to confirm the correction of arithmetic errors discovered by the Employer

in the evaluation of the bids in accordance with ITB Clause 28.

26.2 Subject to ITB Sub-Clause 26.1, no Bidder shall contact the Employer on any

matter relating to its bid from the time of the bid opening to the time the

contract is awarded. If the Bidder wishes to bring additional information to the

notice of the Employer, he should do so in writing.

26.3 Any effort by the Bidder to influence the Employer in the Employer’s bid

evaluation or contract award decisions may result in the rejection of the

Bidder’s bid.

27.

Examination

of Bids and

Determinati

on of

Responsive

ness

27.1 Prior to the detailed evaluation of bids, the Employer will determine whether

each Bid (a) meets the eligibility criteria defined in ITB Clause 4; (b) has been

properly signed; (c) is accompanied by the required securities; and (d) is

substantially responsive to the requirements of the bidding documents.

27.2 A substantially responsive Bid is one which conforms to all the terms,

conditions, and specifications of the bidding documents, without material

deviation or reservation. A material deviation or reservation is one (a) which

affects in any substantial way the scope, quality, or performance of the Services;

(b) which limits in any substantial way, inconsistent with the bidding

documents, the Employer’s rights or the Bidder’s obligations under the Contract;

or (c) whose rectification would affect unfairly the competitive position of other

bidders presenting substantially responsive bids.

27.3 If a Bid is not substantially responsive, it will be rejected by the Employer, and

may not subsequently be made responsive by correction or withdrawal of the


19

nonconforming deviation or reservation.

28.Correct

ion of Errors

28.1 Bids determined to be substantially responsive will be checked by the Employer

for any arithmetic errors. Arithmetical errors will be rectified by the Employer

on the following basis: if there is a discrepancy between unit prices and the total

price that is obtained by multiplying the unit price and quantity, the unit price

shall prevail, and the total price shall be corrected; if there is an error in a total

corresponding to the addition or subtraction of subtotals, the subtotals shall

prevail and the total shall be corrected; if there is a discrepancy between the

amounts in figures and in words, the amount in words will prevail.

28.2 The amount stated in the Bid will be adjusted by the Employer in accordance

with the above procedure for the correction of errors and, with the concurrence

of the Bidder, shall be considered as binding upon the Bidder. If the Bidder

does not accept the corrected amount, the Bid will be rejected, and the Bid

Security may be forfeited in accordance with ITB Sub-Clause 17.5(b).

29.Currency

for Bid

Evaluation

29.1 The Employer will convert the amounts in various currencies in which the Bid

Price, corrected pursuant to ITB Clause 28, is payable (excluding Provisional

Sums but including Day work where priced competitively) to either:

(a) the currency of the Employer’s country at the selling rates established for

similar transactions by the authority specified in the BDS on the date

stipulated in the BDS; or

(b) a currency widely used in international trade, such as the U.S. dollar,

stipulated in the BDS, at the selling rate of exchange published in the

international press as stipulated in the BDS on the date stipulated in the

BDS, for the amounts payable in foreign currency; and, at the selling

exchange rate established for similar transactions by the same authority

specified in ITB Sub-Clause 29.1 (a) above on the date specified in the BDS

for the amount payable in the currency of the Employer’s country.

30.

Evaluation and

Comparison of

Bids

30.1 The Employer will evaluate and compare only the bids determined to be

substantially responsive in accordance with ITB Clause 27.

30.2 In evaluating the bids, the Employer will determine for each Bid the evaluated

Bid price by adjusting the Bid price as follows:

(a) making any correction for errors pursuant to ITB Clause 28;

(b) excluding provisional sums and the provision, if any, for contingencies in the

Activity Schedule, Section V, but including Day work, when requested in the

Specifications (or Terms of Reference) Section VIII;

(c) making an appropriate adjustment for any other acceptable variations,

deviations, or alternative offers submitted in accordance with ITB Clause 18;

and

(d) making appropriate adjustments to reflect discounts or other price

modifications offered in accordance with ITB Sub-Clause 23.5.

30.3 The Employer reserves the right to accept or reject any variation, deviation, or

alternative offer. Variations, deviations, and alternative offers and other factors,

which are in excess of the requirements of the bidding documents or otherwise

result in unsolicited benefits for the Employer will not be taken into account in


20

Bid evaluation.

30.4 The estimated effect of any price adjustment conditions under Sub-Clause 7.6 of

the General Conditions of Contract during the period of implementation of the

Contract will be taken into account in Bid evaluation.

31.Preference

for Domestic

Bidders

31.1 Domestic bidders shall not be eligible for any margin of preference in Bid

evaluation.

F. Award of Contract

32.

Award Criteria

32.1 Subject to ITB Clause 33, the Employer will award the Contract to the Bidder

whose Bid has been determined to be substantially responsive to the bidding

documents and who has offered the lowest evaluated Bid price, provided that

such Bidder has been determined to be (a) eligible in accordance with the

provisions of ITB Clause 4, and (b) qualified in accordance with the provisions

of ITB Clause 5.

32.2 If, pursuant to ITB Sub-Clause 13.2 this contract is being let on a “slice and

package” basis, the lowest evaluated Bid Price will be determined when

evaluating this contract in conjunction with other contracts to be awarded

concurrently. Taking into account any discounts offered by the bidders for the

award of more than one contract.

33. Employer’s

Right to

Accept any

Bid and to

Reject any

or all Bids

33.1 Notwithstanding ITB Clause 32, the Employer reserves the right to accept or

reject any Bid, and to cancel the bidding process and reject all bids, at any time

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

affected Bidder or bidders or any obligation to inform the affected Bidder or

bidders of the grounds for the Employer’s action.

34. Notification

of Award

and Signing

of

Agreement

34.1 The Bidder whose Bid has been accepted will be notified of the award by the

Employer prior to expiration of the Bid validity period by cable, telex, or facsimile

confirmed by registered letter from the Employer. This letter (hereinafter and in the

Conditions of Contract called the “Letter of Acceptance”) will state the sum that the

Employer will pay the Service Provider in consideration of the execution,

completion, and maintenance of the Services by the Service Provider as prescribed

by the Contract (hereinafter and in the Contract called the “Contract Price”).

34.2 The notification of award will constitute the formation of the Contract.

34.3 The Contract, in the form provided in the bidding documents, will incorporate

all agreements between the Employer and the successful Bidder. It will be

signed by the Employer and sent to the successful Bidder along with the Letter

of Acceptance. Within 21 days of receipt of the Contract, the successful

bidder shall sign the Contract and return it to the Employer, together with the

required performance security pursuant to Clause 35.

34.4 Upon fulfillment of ITB Sub-Clause 34.3, the Employer will promptly notify the

unsuccessful Bidders the name of the winning Bidder and that their bid security

will be returned as promptly as possible.

34.5 If, after notification of award, a bidder wishes to ascertain the grounds on which


21

its bid was not selected, it should address its request to the Employer. The

Employer will promptly respond in writing to the unsuccessful Bidder.

35.Performance

Security

35.1 Within 21 days after receipt of the Letter of Acceptance, the successful Bidder

shall deliver to the Employer a Performance Security in the amount and in the

form (Bank Guarantee and/or Performance Bond) stipulated in the BDS,

denominated in the type and proportions of currencies in the Letter of

Acceptance and in accordance with the General Conditions of Contract.

35.2 If the Performance Security is provided by the successful Bidder in the form of a

Bank Guarantee, it shall be issued either (a) at the Bidder’s option, by a bank

located in the country of the Employer or a foreign bank through a

correspondent bank located in the country of the Employer, or (b) with the

agreement of the Employer directly by a foreign bank acceptable to the

Employer.

35.3 If the Performance Security is to be provided by the successful Bidder in the

form of a Bond, it shall be issued by a surety which the Bidder has determined to

be acceptable to the Employer.

35.4 Failure of the successful Bidder to comply with the requirements of ITB Sub-

Clause 35.1 shall constitute sufficient grounds for cancellation of the award and

forfeiture of the Bid Security.

36. Advance

Payment

and Security

36.1 The Employer will provide an Advance Payment on the Contract Price as

stipulated in the Conditions of Contract, subject to the amount stated in the

BDS.

37. Adjudicator 37.1 The Employer proposes the person named in the BDS to be appointed as

Adjudicator under the Contract, at an hourly fee specified in the BDS, plus

reimbursable expenses. If the Bidder disagrees with this proposal, the Bidder

should so state in the Bid. If, in the Letter of Acceptance, the Employer has not

agreed on the appointment of the Adjudicator, the Adjudicator shall be

appointed by the Appointing Authority designated in the Special Conditions of

Contract at the request of either party.


22

Section II. Bidding Data Sheet

Instructions to Bidders Clause Reference

A. General

1. Scope

of Bid

1.1 The Employer is Electricity Generation Company of Bangladesh (EGCB), an

enterprise of Bangladesh Power Development Board (BPDB).

The name and identification number of the Contract is Operation and Maintenance

Services for Siddhirganj335 MW Combined Cycle (1:1:1configuration) Power Plant,

Narayanganj, Bangladesh. The Contract time line is provided in Appendix-I as “Contract

Time Line”.

The Employer will be selling electricity to Bangladesh Power Development Board

(BPDB) under a Power Purchase Agreement (PPA). The PPA will contain a two-part

tariff to cover capacity payments and energy payments. The capacity payments recovery

will be linked to the plant availability with provisions for penalties linked to actual

availability. The energy payment will be as per the agreed plant heat rate and the price of

fuel will be a pass-thru item. The PPA will have provisions to permit start-up services.

A Gas Supply Agreement (GSA) with TITAS Gas Transmission and Distribution

Company Limited (TGTDCL) will also be in place. The GSA will match the PPA

requirements and ensure availability of gas during operating period of the power plants.

1.2 The Intended Completion Date is four (4) Years from the Starting Date (as defined in

SCC Clause 2.2.2).

2.Source

of Funds

2.1 The Borrower is the Government of the People’s Republic of Bangladesh.

The loan / credit number is 4508-BD as signed on 13 Nov’2008 between GOB and IDA.

5.

Qualificati

on

of the

Bidder

5.2: Not applicable

5.3 (a), (b), (c): Attach all documents in accordance with ITB.

5.3 (d) : Not applicable

5.3 (e): The qualification and experience of Service Provider’s key staff shall be as

follows:

(i) Plant Manager: Minimum 10 (ten) years of thermal power station operation and

maintenance experience out of which he shall have exclusive experience as Plant

Manager for at least 3 years on Combined Cycle Power Plant of capacity of 300 150

MW or above, (Minimum bachelor degree/equivalent in Electrical/Mechanical

Engineering).

.(ii) Shift Manager: Minimum of 7 (Seven) years of thermal power station shift

related experience out of which he shall have exclusive experience of shift duty in plant

operations for at least 3 years on Combined Cycle Power Plant of capacity of 300 150

MW or above (Minimum bachelor degree/equivalent in Electrical/ Mechanical/Chemical

Engineering).

(iii)(a) Mechanical Engineer (GT): Minimum of 7 (Seven) years of thermal power station

maintenance experience out of which he shall have exclusive experience of GT

Maintenance for at least 3 years in Gas Turbine Power Plant of Capacity of 200 100

MW or above (single unit), (Minimum bachelor degree/equivalent in Mechanical


23

Engineering).

(iii)(b) Mechanical Engineer (ST): Minimum of 7 (Seven) years of thermal power station

maintenance experience out of which he shall have exclusive experience of ST

maintenance for at least 3 years in Steam Turbine Power Plant of Capacity of 100 MW

or above (single unit), (Minimum bachelor degree/equivalent in Mechanical

Engineering).

(iii)(c) Mechanical Engineer (HRSG & BOP): Minimum of 7 (Seven) years maintenance

experience on Combined Cycle Power station out of which he shall have exclusive

experience on HRSG & BOP for at least 3 years of Combined Cycle Power Plant of

Capacity of 150 MW or above (Minimum bachelor degree/equivalent in

Mechanical/Chemical Engineering).

(iv) Electrical Engineer: Minimum of 7 (Seven) years of thermal power station

maintenance experience of electrical field for at least 3 years on Combined Cycle Power

Plant of Capacity of 150 MW or above (Minimum bachelor degree/equivalent in

Electrical Engineering).

(v) I & C Engineer: Minimum of 7 (Seven) years of thermal power station

maintenance experience out of which he shall have exclusive experience of I & C, Mark

VI / DCS system for at least 3 years on Combined Cycle Power Plant of Capacity of 150

MW or above, (Minimum bachelor degree/equivalent in Electrical/ Electronic/I&C

Engineering).

(vi) HSEQ Manager: Minimum of 7 (Seven) years’ experience out of which at least 3

years on Thermal Power Plant of Capacity of 100 MW (single unit) or above with

bachelor degree/equivalent in engineering/Environmental Science.

(vii) Chemist: Minimum of 7 (Seven) years of thermal power station experience out of

which he shall have exclusive experience of water, effluent treatment plant for at least 3

years including Chemical analysis in laboratory in Steam Turbine Power Plant of

Capacity of 100 MW or above (single unit), (Minimum masters degree/equivalent in

chemistry or B. Sc/equivalent in Chemical Engineering)

The Employer’s staff of the Facility shall be trained and certified by the Service Provider

for independent discharge of duties during the tenure of the Contract.

The Service Provider, in fact, shall remain responsible for imparting training to the

employer’s staff with the objective of boosting their technical ability for smooth running

of the Facility.

5.3 (f): Attach all documents in accordance with ITB

5.3 (g): Provide evidence of working capital of at least US$ 1 (one) million for this

contract. Bidders shall provide updated information of their required working capital

adequacy sought for this assignment.

5.3 (h) - 5.3 (j): Attach all documents in accordance with ITB.

5.4 (a) the Bid shall include all the information listed in ITB Sub-Clause 5.3 above for

each joint venture partner(each partner must have at least 25% share of the JV)

5.4 (b) - 5.4 (e): Attach all documents in accordance with ITB.

5.5 (a): Average Annual volume of Services of at least the amount three (3) million USD

for last five years.

5.5 (b): experience of completion of an O&M Contract taken from a utility as prime

contractor in the provision of at least one service contract of a nature and


24

complexity equivalent to the Services or a combined cycle power plant having

capacity of 300 MW or higher with a period & man-month not less than 4 years

& 150 m-m respectively over the last 10 years from the bid submission deadline

OR

experience of completion of an O&M Contract taken from a utility as prime

contractor in the provision of at least one service contract of a nature and

complexity equivalent to the Services of a GT of 150 MW or higher and an ST

of 150 MW or higher in a power station complex with a period & man-month

not less than 3 years & 150 mm respectively over the last 10 years as specified

in the BDS; OR

experience of completion of two O&M Contracts taken from a utility(ies) as

prime contractor in the provision of a nature and complexity equivalent to the

Services of one Contract comprising a GT of 150 MW or higher and one

Contract comprising an ST of 150 MW or higher and both with a period & man-

month not less than 3 years & 100 mm respectively over the last 10 years as

specified in the BDS;


25

5.5 (c): Not applicable

5.5 (d Not applicable

5.5(e): liquid assets and/or credit facilities, net of other contractual commitments and

exclusive of any advance payments which may be made under the Contract,

of no less than the amount one (1) million USD.

5.5 (f) The bidder shall provide with his Bid a description of the approach and

methodology he proposes to manage mobilization phase and to prepare

various documents, manuals, guidelines and other activities entrusted with

the Service Provider under this contract.

5.5 (g) The bidder shall describe the plan how to assist in managing yearly and major

maintenance programs and the requirements of spare parts and other

consumables of the Power Stations during the contract period, factoring the

aspect that the Employer will provide Strategic Spares beyond the Defect

Liability Period according to the prior suggestion of LTSA service provider.

In the Defect Liability Period consumables or moving spares will be provided

by the EPC Contractor. The Service Provider shall assist the Employer in

managing the procurement of necessary spares.

5.5 (h) The bidder shall describe the training plan of Employer’s staff (on-the-job

training and classroom training and foreign training) during the Contract

Period.

5.5 (i)

A. Description how to assist the Employer to manage and control

commissioning and testing and taking over the plant from the EPC

Contractor as per the provisions of EPC contract.

B. Description of various components of safety program and environmental

management plan to be undertaken by the Service Provider during the

contract.

C. Description of risk management and emergency plans in all respects.

5.5 (j): None of the employees employed by or on lien to EGCB as on the date of

issuance of this Bidding Document shall be proposed by the Bidder for any

of the positions to be manned by the Bidder.

5.6 Partner in charge must meet at least 40 percent of those minimum criteria for

an individual Bidder and other partners at least 25 percent of the criteria.

8 Site visit 8.1 Site visit:

“Add”: However, a guided site visit may be arranged 25 days prior to bid closing i.e.

before or during the pre-bid conference with the representatives of EGCB officials and

bidders. During the pre-bid conference queries/ questionnaires of the bidders will be

answered/ clarified.

B. Bidding Documents

9.2 and

19.1

Contents of

Bidding

Documents

The number of copies of the Bid to be completed and returned shall be 6 (six) along

with soft copy in compact disc/ USB flash drive in addition one (1) original.


26

C. Preparation of Bids

12 Language

of Bid

12.1 Language of the bid: English

13 Documents

Comprising the

Bid

13.1(a)-( e) Attach all documents in accordance with ITB

14 Bid Prices 14.3 VAT (Value Added Tax) and AIT (Advance Income Tax) applicable as per

prevailing Bangladesh tax law shall be paid by the Employer. Bidders shall not

include this tax component in their Bid.

14.4 The bidder based on its experience of current, future and past operation &

maintenance services shall quote price for the operation & maintenance services

to be provided for the power station as described in the scope of Services.

The Bidder shall quote the prices for the first year to 4th year based on the

personnel schedule.

The contract price shall be fixed throughout the contract period.

15 Currencies

of Bid and

Payment

15.1 Local inputs shall be quoted in Bangladesh Taka.

16 Bid Validity 16.1 The period of Bid validity shall be 120 days after the deadline for Bid submission

specified in the BDS.

17 Bid

Security

17.1 The Bidder shall provide a bid security in the form of bank guarantee from any

schedule bank of Bangladesh in accordance with the sample format provided in

Section III: Bidding Forms.

17.2 The amount of Bid Security shall be US$ 150,000 or Bangladesh Taka 12.0

million.

18 Alternative

Proposals by

Bidders

18.1 Alternative bids will not be permitted.

18.2 Alternative times for completion are not permitted. If permitted, the range of

acceptable completion time is: Not required

If alternative times for completion are permitted, the evaluation method will be as

follows: Not required

18.4 Alternative technical solutions shall be permitted for the following parts of the

Services: Not required

If alternative technical solutions are permitted, the evaluation method will be as

follows: Not required

D. Submission of Bids

20 Sealing and

Marking of

Bids

20.2 The Employer’s address for the purpose of Bid submission is:


BTMC Bhaban (8th level), 7-9 Kawran Bazar



27

Attn: Kazi Nazrul Islam

Designation: Company Secretary

For identification of the bid the envelopes should indicate:

Contract: Operations and Maintenance Services for Siddhirganj335 MW Combined

Cycle Power Plant

Bid / Contract Number: NS2- EGCB

21 Deadline

for Submission

of Bids

21.1 The deadline for submission of: As per Invitation of Bids. at 11.00 BST

E. Bid Opening and Evaluation

24 Bid

Opening

24.1 Bids will be opened at11:30 hours Bangladesh standard time of the day of bid

submission deadline at the following address:




29 Currency

for Bid

Evaluation

29.1 Currency chosen for the purpose of converting to a common currency:

Bangladesh Taka

Source of exchange rate: Sonali Bank, Dhaka, Bangladesh and the rate shall be the

B.C. selling exchange rate.

Exchange rate date. Bid submission date

30 Evaluation

and

Comparison of

Bids

30.2 Bid shall be evaluated on offered price and the technical responsiveness criteria

outlined in the “Preliminary Evaluation Criteria” and “Technical Responsive

Criteria of Bids” Table. The bids which only substantially fulfill the

“Preliminary Evaluation Criteria” & “Technical Responsiveness Criteria”

would be considered for further evaluation. The Contract will be awarded to

the lowest evaluated responsive bidder as per Cost Summary Table mentioned

in Activity Schedule. Cost of each year will be discounted with a discount factor

of 12% to determine net present value at year zero for ranking of responsive

bidders.

F. Award of Contract

35.Performance

Security

35.1 The Performance Security acceptable to the Employer shall be in the Standard

Form of “Bank Guarantee” from any schedule bank of Bangladesh for the

amount equivalent to Five (5) percent of the Contract Price up to contract period.

36 Advance

Payment and

Security

36.1 The Advance Payment shall be of two and a half percent (2.5%) of the Contract

Price against the Advance Payment Guarantee of equal amount from any

schedule bank of Bangladesh. The guarantee shall be valid and in full effect

until full repayment of the same amount from the Service Provider.

37 Adjudicator 37.1 The Adjudicator proposed by the Employer is Director BRTC of BUET or

President of the Institution of Engineers, Bangladesh. The fee for this proposed

Adjudicator shall be BD Taka 15,000 per day net of taxes.


28

Section III. Bidding Forms 29

Section III. Bidding Forms

Table of Forms

Service Provider's Bid…………………………………………………………..29

Qualification Information………………………………………………………31

Letter of Acceptance…………………………………………………………….38

Form of Contract………………………………………………………………..39

Bid Security (Bank Guarantee)………………………………………………...42

Bid Security (Bid Bond)………………………………………………………...43

Bid-Securing Declaration ………………………………………………………44


Service Provider's Bid [date]

To:

[Attn: KaziNazrul Islam

Designation: Company Secretary

Electricity Generation Company of Bangladesh Limited


Dhaka – 1215, Bangladesh]

Having examined the bidding documents including addenda No …….., we offer to execute

the [name and identification number of Contract] in accordance with the Conditions of

Contract, specifications, drawings and activity schedule accompanying this Bid for the

Contract Price of [amount in numbers], [amount in words] [names of currencies].

The Contract shall be paid in the following currencies:

Currency Amount payable in

currency

Inputs for which foreign currency is

required

(a)

(b)

(c)

(d)

We accept the appointment of [name proposed in the Bidding Data Sheet] as the Adjudicator.

[or] We do not accept the appointment of [name proposed in the Bidding Data Sheet] as the

Adjudicator, and propose instead that [name] be appointed as Adjudicator, whose daily fees

and biographical data are attached.

This Bid and your written acceptance of it shall constitute a binding Contract between us.

We understand that you are not bound to accept the lowest or any Bid you receive.

We hereby confirm that this Bid complies with the Bid validity and Bid Security required by

the bidding documents and specified in the Bidding Data Sheet.

Commissions or gratuities, if any, paid or to be paid by us to agents relating to this Bid, and

to contract execution if we are awarded the contract, are listed below:

Name and address of agent Amount and

Currency

Purpose of Commission or

gratuity

(if none, state “none”)


Authorized Signature:

Name and Title of Signatory:

Name of Bidder:

Address:


Qualification Information

1. Individual

Bidders or

Individual

Members of

Joint Ventures

1.1 Constitution or legal status of Bidder: [attach copy]

Place of registration: [insert]

Principal place of business: [insert]

Power of attorney of signatory of Bid: [attach]

1.2 Total annual volume of Services performed in five years, in the

internationally traded currency specified in the BDS:

1.3 Services performed as prime Service Provider on the provision

of Services of a similar nature and volume or similar service

mentioned in BDS 5.5(b) over the last ten years. The values

should be indicated in the same currency used for Item 1.2

above. Also list details of work under way or committed,

including expected completion date

Project name and

country

Name of employer

and contact person

Type of Services

provided and year of

completion

Value of contract

(a)

(b)

1.4 Major items of Service Provider's Equipment proposed for

carrying out the Services. List all information requested below.

Refer also to ITB Sub-Clause 5.4(c).

Item of

equipment

Description,

make, and age

(years)

Condition (new, good,

poor) and number

available

Owned, leased (from whom?),

or to be purchased (from

whom?)

(a)

(b)

Not required

1.5 Qualifications and experience of key personnel proposed for

administration and execution of the Contract. Attach biographical

data in the form of CV in standard World Bank template (Attached in

Annexure section X). Refer also to ITB Sub-Clause 13.1 of BDS and

GCC Clause 9.1


Position Name Years of experience

(general)

Years of experience

in proposed

position

(a) Plant Manager

(b) Mechanical Engineer (ST)

(b) Shift Manager-1

(c) Shift Manager-2

(d) Mechanical Engineer (GT)

(e) Electrical Engineer

(e) I & C Engineer-1

(f) I & C Engineer-2

(g) Mechanical Engineer (HRSG

& BOP) (h) HSEQ Manager

(i)Chemist

1.6 Proposed subcontracts and firms involved.

Sections of

the Services

Value of subcontract Subcontractor

(name and address)

Experience in providing

similar Services

(a)

(b)

1.7 Financial reports for the last five years: balance sheets, profit and

loss statements, auditors’ reports, etc. List below and attach copies.

1.8 Evidence of access to financial resources to meet the qualification

requirements: cash in hand, lines of credit, etc. List below and

attach copies of support documents. We certify/confirm that we

comply with eligibility requirements as per ITB Clause 5.3(g)

1.9 Name, address, and telephone, telex, and facsimile numbers of

banks that may provide references if contacted by the Employer.

1.10 Information regarding any litigation, current or within the last five


years, in which the Bidder is or has been involved.

Other

party(ies)

Cause of dispute Details of litigation

award

Amount

involved

(a)

(b)

1.11 Statement of compliance with the requirements of ITB Sub-Clause

4.2.

1.12 Proposed Program (service work method and schedule).

Descriptions, drawings, and charts, as necessary, to comply with the

requirements of the bidding documents.

2. Joint

Ventures

2.1 The information listed in 1.1-1.11 of Section III and the

corresponding format provided in Section IV of the

Pre-qualification Document shall be provided for new partner(s) in

the joint venture.

2.2 The information in 1.12 above shall be provided for the joint

venture.

2.3 Attach the power of attorney of the signatory (ies) of the Bid

authorizing signature of the Bid on behalf of the joint venture.

2.4 Attach the Agreement among all partners of the joint venture (and

which is legally binding on all partners), which shows that

(a) all partners shall be jointly and severally liable for the

execution of the Contract in accordance with the Contract

terms;

(b) one of the partners will be nominated as being in charge,

authorized to incur liabilities, and receive instructions for and

on behalf of any and all partners of the joint venture; and

(c) the execution of the entire Contract, including payment, shall

be done exclusively with the partner in charge.

3. Technical

Information

3.1 Bidders shall provide description in accordance with sub clause

4.4(f)-4.4(i) of BDS under Section II.

3.2 Bidder shall provide staffing plan in accordance with sub clause

5.5(d) of BDS under Section II.

4. Additional

Requirements

4.1 Bidders should provide any additional information required in the

BDS and to fulfill the requirements of ITB Sub-Clause 4.1, if

applicable.


Preliminary Evaluation Criteria: PRELIMINARY VERIFICATION ITEMS BIDDER A BIDDER B BIDDER

C

BIDDER D

IS THE BIDDER FROM ANY ELIGIBLE

SOURCE COUNTRY [ITB 4.1]?

DOESN’T THE BIDDER HAVE ANY

CONFLICT OF INTEREST [ITB 4.2]?

DOESN’T THE BIDDER COMPLY

WITH THE PROVISION ITB 4.3?

IS NOT THE BIDDER DEBARRED FOR

CORRUPT OR FRAUDULENT

PRACTICES [ITB 4.5]?

IS THE PROPOSED METHOD OF WORK

ACCEPTABLE [ITB 5.1]?

ARE THE CONSTITUTIONAL

DOCUMENTS OF THE BIDDER

ACCEPTABLE [ITB 5.3 (A)]?

IS THE POWER OF ATTORNEY GIVEN

TO THE SIGNATORY OF THE BID

ACCEPTABLE [ITB 5.3 (A)]?

IS THE INFORMATION PROVIDED

FOR ITB 5.3 (B) COMPLIED WITH?

HAS THE BIDDER PROVIDED

REASONABLE INFORMATION

PURSUANT TO ITB 5.3 (C)?


FINANCIAL STATEMENTS FOR THE

LAST FIVE YEARS [ITB 5.3 (F)]?


SATISFACTORY EVIDENCE OF LIQUID

ASSET [ITB 5.3 (G)]?

HAS THE BIDDER PROVIDED ITS

BANKER’S INFORMATION [ITB 5.3

(H)]?

HAS THE BIDDER PROVIDED ANY

LITIGATION HISTORY AGAINST IT

[ITB 5.3 (I)]?

IS THE BIDDER NOT PROPOSING SUB-

CONTRACTING OF MORE THAN 10%

OF THE CONTRACT PRICE [ITB 5.3

(J)]?


INFORMATION PURSUANT TO ITB

5.3 FOR EACH JOINT VENTURE

PARTNER [ITB 5.4 (A)]?

IS THE BID LEGALLY BINDING FOR

ALL PARTNERS [ITB 5.4 (B)]?

HAS THE BIDDER SUBMITTED AN

ACCEPTABLE COPY OF THE JOINT


VENTURE AGREEMENT OR A LETTER

OF INTENT TO SIGN THE JOINT

VENTURE AGREEMENT [ITB 5.4

(C)]?

IS A PARTNER AUTHORIZED AS

PARTNER IN CHARGE PURSUANT TO

ITB 5.4 (D) AND (E)?

IS THE ANNUAL TURNOVER OF THE

BIDDER EQUAL TO OR MORE THAN

US$ 3 MILLION [ITB 5.5 (A)]?

HAS THE BIDDER AS A PRIME

CONTRACTOR COMPLETED 2

SERVICE CONTRACTS(ONE

OVERSEAS) OF SIMILAR NATURE

WITHIN LAST 10 YEARS [ITB 5.5

(B)]?


DOCUMENTARY EVIDENCE OF

SUFFICIENT LIQUID ASSETS [ITB 5.5

(E)]?

HAS THE BIDDER OR EACH PARTNER

OF THE JOINT VENTURE SUBMITTED

ONLY ONE BID [ITB 6.1]?

HAS THE BIDDER SUBMITTED BID

FORM PURSUANT TO ITB 13.1 (A)?

HAS THE BIDDER SUBMITTED AN

ACCEPTABLE BID SECURITY

FOLLOWING ITB 17 [ITB 13.1 (B)]?

HAS THE BIDDER SUBMITTED

COMPLETE PRICE SCHEDULE

PURSUANT TO ITB 13.1 (C)]?

HAS THE BIDDER NOT SUBMITTED

ANY ALTERNATIVE OFFER [ITB 13.1

(E)]?

IS THE BID REMAINED VALID FOR

120 DAYS PURSUANT TO ITB 16.1?

IS THE BID PROPERLY SIGNED [ITB

27.1 (B)]?

Note: The bids which only substantially fulfill the preliminary Evaluation Criteria would be

considered for further evaluation


Technical Responsiveness Criteria of Bids

SL.

NO.

RESPONSIVENESS

CRITERIA

BIDDER A BIDDER B BIDDER C BIDDER

D

1 IS THE PROPOSED METHOD

OR STATEMENT

ACCEPTABLE PURSUANT

TO ITB?

2 DOES THE PLANT

MANAGER MEET THE

QUALIFICATION AND

EXPERIENCE CRITERIA

PURSUANT TO ITB?

3 DOES THE MECHANICAL

MAINTENANCE ENGINEER

(GT) MEET THE

QUALIFICATION AND

EXPERIENCE CRITERIA

PURSUANT TO ITB?



(ST) MEET THE

QUALIFICATION AND

EXPERIENCE CRITERIA

PURSUANT TO ITB?



(HRSG & BOP) MEET

THE QUALIFICATION AND

EXPERIENCE CRITERIA

PURSUANT TO ITB?

6 DOES THE ELECTRICAL

ENGINEER MEET THE

QUALIFICATION AND

EXPERIENCE CRITERIA

PURSUANT TO ITB?

7 DOES THE

INSTRUMENTATION AND

CONTROL ENGINEER

MEET THE QUALIFICATION

AND EXPERIENCE

CRITERIA PURSUANT TO

ITB?

8 DOES THE SHIFT

ENGINEER MEET THE

QUALIFICATION AND


EXPERIENCE CRITERIA

PURSUANT TO ITB?

9 DOES THE HSEQ

MANAGER MEET THE

QUALIFICATION AND

EXPERIENCE CRITERIA

PURSUANT TO ITB?

10 DOES THE CHEMIST MEET

THE QUALIFICATION AND

EXPERIENCE CRITERIA

PURSUANT TO ITB?

*Note: Bids shall be evaluated on the technical responsiveness criteria outlined in the

above table. The bids which only substantially fulfill the Technical Responsiveness Criteria

would be considered for further evaluation. The Contract will be awarded to the lowest

evaluated responsive bidder as per Cost Summary Table mentioned in Activity Schedule.


Letter of Acceptance-Notification of Award (NOA) [Letterhead paper of the Employer]

[date]

To: [name and address of the Service Provider]

This is to notify you that your Bid dated [date] for execution of the Operations and

Maintenance Services of Siddhirganj335 MW Combined cycle Power Plant for the Contract

Price of the equivalent of [amount in numbers and words] [name of currency], as corrected

and modified in accordance with the Instructions to Bidders is hereby accepted by our

Agency.

We confirm that [insert name proposed by Employer in the Bidding Data],

or

We accept that [name proposed by bidder] be appointed as the Adjudicator

or

We do not accept that [name proposed by bidder] be appointed as Adjudicator, and by

sending a copy of this letter of acceptance to [insert the name of the Appointing Authority],

we are hereby requesting [name], the Appointing Authority, to appoint the Adjudicator in

accordance with Clause 37.1 of the Instructions to Bidders.

You are requested to furnish the Performance Security as per GCC clause 3.9 of SCC within

21 days from issuance of this letter in accordance with the Conditions of Contract, using for

that purpose one of the Performance Security Forms included in Section IX, - Contract

Forms, of the Bidding Document

You are hereby instructed to proceed with the execution of the said contract for the provision

of Services in accordance with the Contract documents.

You are requested to confirm acceptance of the Notification of Award accordingly in writing

as soon as possible but no later than [insert date].

Please return the attached Contract dully signed

Authorized Signature:

Name and Title of Signatory:

Name of Agency:

Attachment: Contract


Form of Contract [Letterhead paper of the Employer]

TIME-BASED ASSIGNMENTS

This CONTRACT (hereinafter called the “Contract”) is made the [day] day of the month of

[month], [year], between, on the one hand, [name of Employer] (hereinafter called the

“Employer”) and, on the other hand, [name of Service Provider] (hereinafter called the

“Service Provider”).

[Note: In the text below text in brackets is optional; all notes should be deleted in final text. If

the Service Provider consist of more than one entity, the above should be partially amended

to read as follows: “…(hereinafter called the “Employer”) and, on the other hand, a joint

venture consisting of the following entities, each of which will be jointly and severally liable

to the Employer for all the Service Provider’s obligations under this Contract, namely, [name

of Service Provider] and [name of Service Provider] (hereinafter called the “Service

Provider”).]

WHEREAS

(a) the Employer has requested the Service Provider to provide certain Services as

defined in the General Conditions of Contract attached to this Contract

(hereinafter called the “Services”);

(b) the Service Provider, having represented to the Employer that they have the

required professional skills, and personnel and technical resources, have

agreed to provide the Services on the terms and conditions set forth in this

Contract at a contract price of……………………;

(c) the Employer has applied for a credit from the International Development

Association (hereinafter called the “Association”) towards the cost of the

Services and intends to apply a portion of the proceeds of this credit to eligible

payments under this Contract, it being understood (i) that payments by the

Association will be made only at the request of the Employer and upon

approval by the Association, (ii) that such payments will be subject, in all

respects, to the terms and conditions of the agreement providing for the credit,

and (iii) that no party other than the Employer shall derive any rights from the

agreement providing for the credit or have any claim to the credit proceeds;

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents shall be deemed to form and be read and construed as part of

this Agreement, and the priority of the documents shall be as follows:

(a) This Contract Agreement and the Appendices hereto;

(b) Acceptance of Notification of Award (NOA);

(c) Notification of Award (NOA);

(d) Minutes of Negotiation Meeting;

(e) Bids Clarification Responses;

(f) Priced Activity Schedule;


(g) Special Conditions of Contract;

(h) General Conditions of Contract;

(i) Specifications;

(j) Service Provider’s Bid;

(k) Other Documents

Appendix A: Description of the Services

Appendix B: Schedule of Payments

The Schedule of Payment is as defined in the Activity Schedule

Appendix C: Key Personnel and Subcontractors

Bidder is to list and submit as under:

C-1 Titles [and names, if already available], detailed job descriptions and

minimum qualifications of International Personnel to be assigned to

work in Bangladesh and staff-months for each.

C-2 Same as C-1 for Key International Personnel to be assigned to work

outside Bangladesh.

C-3 List of approved Subcontractors (if already available); same

information with respect to their Personnel as in C-1 or C-2.

C-4 Same information as C-1 for Key National Personnel

Appendix D: Breakdown of Contract Price in Foreign Currency

Bidder is to list the elements of cost used to arrive at the breakdown of the

total price—foreign currency portion as outlined in Activity Schedule

1. Rates for Equipment Usage or for Personnel (Key Personnel and other

Personnel).

2. Reimbursable expenditures.

Appendix E: Breakdown of Contract Price in Local Currency

Bidder is to list the elements of cost used to arrive at the breakdown of the

total price—local currency portion as outlined in the Activity Schedule:

1. Rates for Equipment Usage or for Personnel (Key Personnel and other

Personnel).



Appendix F: Services and Facilities Provided by the Employer

(a) The Employer will provide office spaces in the plant site for O&M personnel of

the Service Provider.

(b) The Employer may provide to the Service Provider the computers, printers,

photocopiers, fax machine, land telephones, office furniture and fixture and other

office equipment.

(c) The Employer may provide any residential accommodation for any staff of the

Service Provider in the premises Employer’s staff colony.

(d) The Employer will not provide any transport facility to any staff of the Service

Provider during the contract period

Appendix G: Liquidated Damage

Appendix I: Contract Time Line

2. The mutual rights and obligations of the Employer and the Service Provider shall be

as set forth in the Contract, in particular:

(a) the Service Provider shall carry out the Services in accordance with the

provisions of the Contract; and

(b) the Employer shall make payments to the Service Provider in accordance with

the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their

respective names as of the day and year first above written.

For and on behalf of [name of Employer]

[Authorized Representative]

For and on behalf of [name of Service Provider]


For and on behalf of each of the Members of the Service Provider

[name of member]


[name of member]



Bid Security (Bank Guarantee)

Beneficiary: Electricity Generation Company of Bangladesh Limited



Date: ________________

BID GUARANTEE No.: _________________

We have been informed that ___________ (hereinafter called "the Bidder") has submitted to

you its bid dated (hereinafter called "the Bid") for the execution of Operations and

Maintenance Services of Siddhirganj335 MW combined Cycle Power Plant under Invitation

for Bids No. NS2-EGCB (“the IFB”).

Furthermore, we understand that, according to your conditions, bids must be supported by a

bid guarantee.

At the request of the Bidder, we __________ hereby irrevocably undertake to pay you any

sum or sums not exceeding in total an amount of _________ (_________) upon receipt by us

of your first demand in writing accompanied by a written statement stating that the Bidder is

in breach of its obligation(s) under the bid conditions, because the Bidder:

(a) has withdrawn its Bid during the period of bid validity specified by the Bidder in the

Form of Bid; or

(b) having been notified of the acceptance of its Bid by the Employer during the period of

bid validity, (i) fails or refuses to execute the Contract Form; or (ii) fails or refuses to

furnish the performance security, if required, in accordance with the Instructions to

Bidders.

This guarantee will expire: (a) if the Bidder is the successful bidder, upon our receipt of

copies of the contract signed by the Bidder and the performance security issued to you upon

the instruction of the Bidder; or (b) if the Bidder is not the successful bidder, upon the earlier

of (i) our receipt of a copy of your notification to the Bidder of the name of the successful

bidder; or (ii) twenty-eight days after the expiration of the Bidder’s Bid.

Consequently, any demand for payment under this guarantee must be received by us at the

office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.

458.

_____________________________

[signature(s)]

Section V. Activity Schedule 44

Bid Security (Bid Bond) – Not Applicable

[The Surety shall fill in this Bid Bond Form in accordance with the instructions indicated.]

BOND NO. ______________________

BY THIS BOND ____________ as Principal (hereinafter called “the Principal”), and

___________________,authorized to transact business in ____________________, as

Surety (hereinafter called “the Surety”), are held and firmly bound unto

________________as Obligee (hereinafter called “the Employer”) in the sum of

___________6_____________, for the payment of which sum, well and truly to be made, we,

the said Principal and Surety, bind ourselves, our successors and assigns, jointly and

severally, firmly by these presents.

WHEREAS the Principal has submitted a written Bid to the Employer dated the _____ day of

______, 20__, for the Services of ____________(hereinafter called the “Bid”).

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if the

Principal:

(a) withdraws its Bid during the period of bid validity specified in the Form of Bid; or

(b) having been notified of the acceptance of its Bid by the Employer during the period of

Bid validity; (i) fails or refuses to execute the Contract Form; or (ii) fails or refuses to

furnish the Performance Security, if required, in accordance with the Instructions to

Bidders.

then the Surety undertakes to immediately pay to the Employer up to the above amount upon

receipt of the Employer’s first written demand, without the Employer having to substantiate

its demand, provided that in its demand the Employer shall state that the demand arises from

the occurrence of any of the above events, specifying which event(s) has occurred.

The Surety hereby agrees that its obligation will remain in full force and effect up to and

including the date 28 days after the date of expiration of the Bid validity as stated in the

Invitation to Bid or extended by the Employer at any time prior to this date, notice of which

extension(s) to the Surety being hereby waived.

IN TESTIMONY WHEREOF, the Principal and the Surety have caused these presents to be

executed in their respective names this ____ day of ____________ 20__.

Principal: _______________________ Surety: _____________________________

Corporate Seal (where appropriate)

_______________________________ ____________________________________

(Signature) (Signature)

(Printed name and title) (Printed name and title)


Bid-Securing Declaration– Not Applicable

[The Bidder shall fill in this Form in accordance with the instructions indicated.]

Date: ____________________

Bid No.: ____________________

Alternative No.: ____________________

To: ____________________

We, the undersigned, declare that:

We understand that, according to your conditions, bids must be supported by a Bid-Securing

Declaration.

We accept that we will automatically be suspended from being eligible for bidding in any

contract with the Employer for the period of time of ____________________ starting on

____________________, if we are in breach of our obligation(s) under the bid conditions,

because we:

(a) have withdrawn our Bid during the period of bid validity specified in the Form of Bid;

or

(b) having been notified of the acceptance of our Bid by the Employer during the period

of bid validity, (i) fail or refuse to execute the Contract; or (ii) fail or refuse to furnish

the Performance Security, if required, in accordance with the ITB.

We understand this Bid Securing Declaration shall expire if we are not the successful Bidder,

upon the earlier of (i) our receipt of your notification to us of the name of the successful

Bidder; or (ii) twenty-eight days after the expiration of our Bid.

Signed: ________________________________________

In the capacity of: ________________________________________

Name: ________________________________________

Duly authorized to sign the bid for and on behalf of: ____________________

Dated on ____________ day of __________________, _______

Corporate Seal (where appropriate)


Section IV. Eligible Countries

Eligibility for the Provision Goods, Works and Services in Bank-Financed

Procurement

1. In accordance with Para 1.8 of the Guidelines: Procurement under IBRD Loans and IDA

Credits, dated May 2004, the Bank permits firms and individuals from all countries to

offer goods, works and services for Bank-financed projects. As an exception, firms of a

Country or goods manufactured in a Country may be excluded if:

Para 1.8 (a) (i): as a matter of law or official regulation, the Borrower’s Country

prohibits commercial relations, with that Country, provided that the Bank is

satisfied that such exclusion does not preclude effective competition for the

supply of the Goods or Works required, or

Para 1.8 (a) (ii): by an Act of Compliance with a Decision of the United Nations

Security Council taken under Chapter VII of the Charter of the United

Nations, the Borrower’s Country prohibits any import of Goods from that

Country or any payments to persons or entities in that Country.

2. For the information of borrowers and bidders, at the present time firms, goods and

services from the following countries are excluded from the bidding:

(a) With reference to paragraph 1.8 (a) (i) of the Guidelines:

Israel

(Please also visit the site www.un.org/sc/committees/sanc_res.shtml)

http://www.un.org/sc/committees/sanc_res.shtml


Part II – Activity Schedule


Section V. Activity Schedule (Fees Schedule)

The bidders shall quote the price in the following format for performing all the Services

mentioned in the Contract against the operation and maintenance of Gas Turbine and

Combined Cycle Power plant.

Schedule-1: (Mobilization& Takeover)

Gas Turbine:

The COD for Gas Turbine is expected to be achieved on 18-AUGUST-2015

The following personnel of the Service Provider would be required for 1 (one) month prior to

COD of gas turbine which will be followed by usual O&M Services as per Schedule -2and

the Service Provider is expected to mobilize those personnel accordingly. The Mobilization

Phase Services shall be provided as a part of the O&M Services Contract. A separate

schedule for Mobilization Services in the framework of a time based arrangement for not

more than4 (four) man-months for the personnel indicated in the table would be considered as

the nature of work is significantly different from the Operational Phase. Bidders shall briefly

describe the activities going to be performed by individual person at the mobilization and

they have to quote the unit man-month rate for individual person in the table below.

Table 1 Gas Turbine

Name of the

Positions

required for

Mobilization GT

Brief description

of Mobilization

activities to be

provided by

individual position

proposed

Man-months

for each

individual

position

during the

service

Unit rate for

per man-month

in foreign

currency/ local

currency

Total Fees

in foreign

currencies (FC6)

Total

Fees in local

currency

FC1 FC2 FC3 BD Taka Mr. A: Plant Manager (Yr1– 1)

1

Mr. B Mechanical Engineer (GT) (Yr1 – 1)

1

Mr. C Electrical Maintenance Engr (Yr1 – 1)

1

Mr.D I&CEngineer (Yr1 – 1)

1

Mr. E

Shift Engineer

(Yr.1 -1)

1

Mr. F

HSEQ Engineer

(Yr.1 -1)

1

Total 06

Combined Cycle: The following personnel of the Service Provider would be required for 2

(two) months prior to COD of Combined Cycle which will be followed by usual O&M

6Indicate the name of the foreign currency in FC1/ FC2 / FC3. Maximum of three currencies; use as many

columns as needed, and delete the others


Services as per Schedule -2 and the Service Provider is expected to mobilize those personnel

accordingly. The Mobilization Phase Services shall be provided as a part of the O&M

Services Contract. A separate schedule for Mobilization Services in the framework of a time

based arrangement for not more than six man-months for the personnel indicated in the table

would be considered as the nature of work is significantly different from the Operational

Phase. Bidders shall briefly describe the activities going to be performed by individual person

at the mobilization and they have to quote the unit man-month rate for individual person in

the table below.

Table 2-

Name of the Positions

required for Mobilization of

Combined Cycle

Brief description of Mobilization

activities to be provided by

individual position proposed

Man-months for

each individual

position during

the service

Unit rate for per

man-month in

foreign currency/

local currency

Total Fees

in foreign

currencies7(FC)

Total

Fees in local

currency

FC1 FC2 FC3 BD Taka

Mr. A Mechanical Engineer (ST). (Yr1 – 2)

2

Mr B: Mechanical Engineer (HRSG &

BOP) (Yr1 – 2)

2

Mr. D Chemist (Yr1 – 1)

2

Total 06

Remarks: All other personnel except Mechanical Engineer (ST), Mechanical Engineer

(HRSG & BOP) and Chemist and HSEQ experts common for GT and Combined Cycle. So,

extra man-month shall not be required for them.

7Indicate the name of the foreign currency in FC1/ FC2 / FC3. Maximum of three currencies; use as many

columns as needed, and delete the others


Schedule-2: (Remuneration) Year 1 Year 2 Year 3 Year-4

Positions of the

O&M staff:

Brief description

of Services

provided by

individual

position

proposed

Key experience & qualification of the

service provider personnel

Year Wise

Required man

months of the

individual

position

(Man-months)

Unit rate

for per

man-

month

foreign

currency/

local

currency

Total Fees

in foreign

currencies

Total

Fees

in local

currenc

y

Total Fees

in foreign

currencies

Ta

ka

Total Fees

in foreign

currencies

Total

Fees

in

foreign

currenci

es

BD

Taka

FC1 FC2 FC3 FC1 FC2 FC3 FC1 FC2 FC3

F1 F2 F3

Mr.A,

Plant Manager

Similar Exp: Minimum 15 10 years

O&M of thermal power plant

Relevant Exp: At least 5 years on

Combined Cycle Power Plant of

capacity of 300 150 MW or above

Education: Minimum bachelor

degree/equivalent in

Electrical/Mechanical Engineering).

Yr1- 12;Yr2-

12

Yr 3-0;

Yr 4-0

Mr. B,

HSEQ

Engineer

Relevant Exp: At least 7 years on

HSEQ of thermal power plant

Education: bachelor


engineering/Environmental

science )

Yr1- 8;Yr2-0

Yr 3-0;

Yr 4-0

Mr.C + Mr. J,

Shift Manager

Similar Exp: Minimum 7 years Shift

related experience of thermal Power

Plant Relevant Exp: At least 3 years

on Combined Cycle Power Plant of

capacity of 300 150 MW or above for

shift duty



Electrical/Mechanical/ chemical

Engineering

Yr1-

12+12;Yr2-

12+12

Yr 3-;12

Yr 4- 12


Year 1 Year 2 Year 3 Year-4

Positions of the

O&M staff:

Brief description

of Services

provided by

individual

position

proposed



Year Wise

Required man

months of the

individual

position

(Man-months)

Unit rate

for per

man-

month

foreign

currency/

local

currency

Total Fees

in foreign

currencies

Total

Fees

in local

currenc

y

Total Fees

in foreign

currencies

Ta

ka

Total Fees

in foreign

currencies

Total

Fees

in

foreign

currenci

es

BD

Taka


F1 F2 F3

Mr. D,

Mechanical

Engineer (GT)

Similar Exp: Minimum 7 years

maintenance experience of thermal

Power Plant Relevant Exp: exclusive

experience of GT maintenance for at

least 3 years on Gas Turbine Power

Plant of Capacity of 100 MW or

above (single unit)


degree/equivalent in Mechanical

Engineering

Yr1-12;Yr2-

0Yr 3-0

Yr 4-0

Mr. E,

Electrical

Engineer


Electrical Maintenance of thermal

Power Plant

Relevant Exp: exclusive experience

of electrical field for at least 3 years

on Combined Cycle Power Plant of

Capacity of 150 MW or above (single

unit)


degree/equivalent in Electrical

Engineering

Yr1-12;Yr2-

12

Yr 3-0;

Yr 4-0

Mr. F + Mr.

K,

I & C

Engineer

Similar Exp: Minimum 7 years on

Maintenance of thermal Power Plant

Relevant Exp: exclusive experience

of I & C, Mark VI / DCS system for

at least 3 years on Combined Cycle

Power Plant of Capacity of 150 MW

or above Education: Minimum

bachelor degree/equivalent in

Electrical/ Electronic/I&C

Engineering

Yr1-

12+12;Yr2-

12+12

Yr 3-12;

Yr 4-12

Mr. G Similar Exp: Minimum 7 years Yr1- 5;Yr2- 9


Year 1 Year 2 Year 3 Year-4

Positions of the

O&M staff:

Brief description

of Services

provided by

individual

position

proposed



Year Wise

Required man

months of the

individual

position

(Man-months)

Unit rate

for per

man-

month

foreign

currency/

local

currency

Total Fees

in foreign

currencies

Total

Fees

in local

currenc

y

Total Fees

in foreign

currencies

Ta

ka

Total Fees

in foreign

currencies

Total

Fees

in

foreign

currenci

es

BD

Taka


F1 F2 F3

Mechanical

Engineer (ST).

maintenance experience of thermal

Power Plant Relevant Exp: exclusive

experience of ST maintenance for at

least 3 years on Steam Turbine Power

Plant of Capacity of 100 MW or

above (single unit)


degree/equivalent in Mechanical

Engineering

Yr 3-0;

Yr 4-0

Mr. H

Mechanical

Engineer

(HRSG &

BOP).

Similar: Minimum of 7 (Seven) years

of Combined Cycle Power station

maintenance experience Relevant:

Experience on HRSG & BOP for at

least 3 years of Combined Cycle

Power Plant of Capacity 150 MW or

above



Mechanical/Chemical Engineering

Yr1-5;Yr2-12

Yr 3-3;

Yr 4-0

Mr.I

Chemist.


maintenance experience of

thermal Power Plant Relevant

Exp: experience of water, effluent

treatment plant for at least 3 years

including Chemical analysis in

laboratory in Steam Turbine

Power Plant of Capacity of 100

MW or above (single unit),

Education: Minimum masters


Chemistry/B.Sc in chemical

Engineering.

Yr1- 5;Yr2- 9

Yr 3-0;

Yr 4-0

Total


Note: For Schedule 2, Bidder to indicate between brackets the name of the foreign currency. Maximum of three currencies; use as many columns as needed, and

delete the others


Schedule-3: (Reimbursable)

Year 1 Year-2

Year 3 Year-4

Items

Brief description of

the purpose of

expense including

their numbers and

unit rates need to be

mentioned with the

price amount for the

respective year

Total Amount

in Foreign

Currencies

Taka

Total Amount in

Foreign

Currencies

Taka Total Amount

in Foreign

Currencies

Taka

Total

Amount

in

Foreign

Currenci

es

Taka

FC1 FC2 FC3 FC1 FC2 FC3 FC1 FC2 FC3 F1 F2 F3

Overhead Cost of the Service Provider (other

than the facilities provided by the Employer,

O&M Contractor to provide the description of

Overhead Costs and a justification note on

incorporation of the same in the Reimbursable

Costs).

Traveling costs (between Bangladesh and home

countries) max two trip per year/expert

Communication costs (between local office and

head office of the Service Provider)

Procurement of software Like Maintenance

Planning and Works Management Software

(including inventory, PTW and Spares)

Insurance costs for Service Provider’s own staff

Foreign Training with one Simulator for one

week for the Operation of the Combined Cycle

Power Plant at an established Training Centre

located in foreign country (as per Appendix-A).

Residential accommodation of staff (if

accommodation cannot be provided by the

Employer)

Total

Note-1:For reimbursable payments, necessary supporting documents/receipts of expenses must be enclosed with invoice.

Note2: For Schedule 3, Bidder to indicate between brackets the name of the foreign currency. Maximum of three currencies; use as many columns as needed, and delete the

others


Note:

1) Foreign currency (ies) and Taka both shall be separately payable

2) Bidders shall put the total man-month in the Remuneration Schedule excluding the man-

month quoted for the mobilization of GT and Combined Cycle, which will be separately paid

in a fixed time based schedule as per manner set out in section V, “Payment milestone during

mobilization phase for GT and Combined Cycle”.

3) VAT (Value Added Tax) and AIT (Advance Income Tax) applicable as per prevailing

Bangladesh tax law shall be paid by the Employer. Bidders shall not include this tax

component in their Bid.

Summary of Price: (Schedule-1 + Schedule-2 + Schedule-3)

Description of Item Fees for all activities under the Contract

Year 1 Year 2 Year 3 Year 4

FC Taka FC Taka FC Taka FC Taka

Mobilization for GT

Mobilization for

Combined Cycle

Remuneration

Reimbursable

Expenses

Total

Basis of Estimate:

The Employer shall provide the followings to the Service Provider:

(a) Spare parts (strategic and replacement) including all consumables

(b) Office spaces and furniture in the plant site for O&M personnel of the Service Provider.

Payment Provisions

Payments shall be made according to the following schedule:

Advance Payment and Adjustment:

Advance Payments and subsequent adjustments shall be made according to the following

schedule:

(a) Mobilization Advance: two and a half (2.5%) of the Contract Price shall be paid

after signing the contract against the submission of a bank guarantee for the same.

The advance paid shall be adjusted in the manner as set out in clause (b) below.

(b) The Advance as mentioned above shall be adjusted @ 10% from the monthly

invoiced amount against each subsequent progress payments made to the O&M

service provider in the Operation’s Period till the amount has been fully settled.


During Mobilization Phase for Gas Turbine:

(a) Payment for mobilization & Take-Over: Bidders shall quote the mobilization fee amount

as aggregated sum on against the positions mentioned in the table, Table 1.The time

based (total four man-months allowed for all positions) mobilization fee shall be paid to

bidder in the manner as set out in clause (d) below.

(b) Progress payments for the mobilization & Take-Over Phase services shall be made on

monthly basis on the basis of time actually spent by such Personnel in the performance

of the Services after the date determined in accordance with Clause GC 2.1 and Clause

SC 2.1 (or such other date as the Parties shall agree in writing), at the rates referred to in

Clause 6.3.1. Progress Payments shall be adjusted for the Advance Payment in

accordance with Clause (a) of Advance Payment indicated above.

(c) Payments for periods of less than one month shall be calculated on a calendar-day basis

for time spent away from home office (one day being equivalent to 1/30th of a month).

(d) As soon as practicable and not later than fifteen (15) days after the end of each calendar

month during the period of the Services, the Service Provider shall submit to the

Employer, in duplicate, itemized statements, accompanied by original copies of invoices,

and other appropriate supporting documents (Set out in (f) below), of the amounts

payable pursuant to Clauses GC 6.3 and GC 6.4 for such month. Separate statements

shall be submitted in respect of amounts payable in foreign currency and in local

currency. Each statement shall distinguish that portion of the total eligible costs which

pertains to remuneration from that portion and which pertains to reimbursable expenses.

(e) Reimbursable expenses actually and reasonably incurred by the Service Provider in the

performance of the Services, as specified in SCC 6.4 (j) accompanied by original copies

of invoices and original vouchers of expenses.

(f) The appropriate supporting documents for the mobilization phase shall be

a. Certified Timesheets of the various personnel of the O&M Service Provider

b. Key Documents & Systems as set out in Appendix A 4(a – e) as & when they

are prepared in the mobilization & Take-Over phase.

(g) The Employer shall pay the Service Provider within sixty (60) days after the receipt by

the Employer of such statements with supporting documents. Only such portion of a

statement that is not satisfactorily supported may be withheld from payment. Should

any discrepancy be found to exist between actual payment and costs authorized to be

incurred by the Service Provider, the Employer may add or subtract the difference from

any subsequent payments. Interest at the annual rate specified in the SCC 6.5 shall

become payable as from the above due date on any amount due by, but not paid on, such

due date.

During Mobilization Phase for Combined Cycle:

(a) Payment for mobilization & Take-Over: Bidders shall quote the mobilization fee amount

as aggregated sum on against the four key positions mentioned in the table,Table 2

(combined cycle).The time based (total six (6) man-months allowed for all positions)

mobilization fee shall be paid to bidder in the manner as set out in clause (d) below.

(b) Progress payments for the mobilization & Take-Over Phase services shall be made on

monthly basis on the basis of time actually spent by such Personnel in the performance of

the Services after the date determined in accordance with Clause GC 2.1 and Clause SC


2.1 (or such other date as the Parties shall agree in writing), at the rates referred to in

Clause 6.3.1. Progress Payments shall be adjusted for the Advance Payment in accordance

with Clause (a) of Advance Payment indicated above.

(c) Payments for periods of less than one month shall be calculated on a calendar-day basis

for time spent away from home office (one day being equivalent to 1/30 th of a month).

(d) As soon as practicable and not later than fifteen (15) days after the end of each calendar

month during the period of the Services, the Service Provider shall submit to the


and other appropriate supporting documents ( Set out in (f) below), of the amounts payable

pursuant to Clauses GC 6.3 and GC 6.4 for such month. Separate statements shall be

submitted in respect of amounts payable in foreign currency and in local currency. Each

statement shall distinguish that portion of the total eligible costs which pertains to

remuneration from that portion and which pertains to reimbursable expenses.


performance of the Services, as specified in SCC 6.4 (j)accompanied by original copies of

invoices and original vouchers of expenses.

(f) The appropriate supporting documents for the mobilization phase shall be


b. Key Documents & Systems as set out in Appendix A 5 (a – g) as & when they

are prepared in the mobilization & Take-Over phase.

(g) The Employer shall pay the Service Provider within sixty (60) days after the receipt by the

Employer of such statements with supporting documents. Only such portion of a

statement that is not satisfactorily supported may be withheld from payment. Should any

discrepancy be found to exist between actual payment and costs authorized to be incurred

by the Service Provider, the Employer may add or subtract the difference from any

subsequent payments. Interest at the annual rate specified in the SCC 6.5 shall become

payable as from the above due date on any amount due by, but not paid on, such due date.

During Operation’s Period for combined Cycle power Plant (GT & CC):

(i) Payment for the Personnel shall be determined on the basis of time actually spent by

such Personnel in the performance of the Services after the date determined in accordance

with Clause GC 2.1 and Clause SC 2.1 (or such other date as the Parties shall agree in

writing), at the rates referred to in Clause 6.3.1.

(ii) Reimbursable expenses actually and reasonably incurred by the Service Provider in the

performance of the Services, as specified in SCC 6.4 (j)accompanied by original copies of


(iii) Payments for periods of less than one month shall be calculated on a calendar-day

basis and time actually spent by such Personnel (one day being equivalent to 1/30th of a

month).

(iv) As soon as practicable and not later than fifteen (15) days after the end of each

calendar month during the period of the Services, the Service Provider shall submit to the


vouchers and other appropriate supporting documents, of the amounts payable pursuant to

Clauses GC 6.3 and GC 6.4 for such month. Separate statements shall be submitted in


respect of amounts payable in foreign currency and in local currency. Each statement

shall distinguish that portion of the total eligible costs which pertains to remuneration from

that portion and which pertains to reimbursable expenses.

(v) The Employer shall pay the Service Provider within sixty (60) days after the receipt by

the Employer of such statements with supporting documents. Only such portion of a

statement that is not satisfactorily supported may be withheld from payment. Should any

discrepancy be found to exist between actual payment and costs authorized to be incurred

by the Service Provider, the Employer may add or subtract the difference from any

subsequent payments. Interest at the annual rate specified in the SCC 6.5 shall become

payable as from the above due date on any amount due by, but not paid on, such due date.

(vi) Should the certification not be provided, or refused in writing by the Employer within

one month from the date of receipt of the corresponding invoice, the certification will be

deemed to have been provided, and the progress payment will be released at such date.

(vii) The appropriate supporting document for the Operation’s Period GT & Combined

Cycle shall be


b. Key Documents & Systems as set out in Appendix B2 as & when they are

required over the Operation’s Period.

Part III – Conditions of Contract and

Contract Forms

Section VI. General Conditions of Contract Table of Clauses

A. General Provisions…………………………………………………………………..60

1.1 Definitions………………………………………………………………..60

1.2 Applicable Law…………………………………………………………..61

1.3 Language…………………………………………………………………61

1.4 Notices…………………………………………………………………...61

1.5 Location………………………………………………………………….61

1.6 Authorized Representatives……………………………………………...62

1.7 Inspection and Audit by the Bank……………………………………….62

1.8 Taxes and Duties…………………………………………………………62

2. Commencement, Completion, Modification, and Termination of Contract…….62

2.1 Effectiveness of Contract………………………………………………..62

2.2 Commencement of Services……………………………………………..62

2.3 Intended Completion Date……………………………………………….62

2.4 Modification……………………………………………………………..62

2.5 Force Majeure……………………………………………………………62

2.6 Termination……………………………………………………………...63

3. Obligations of the Service Provider………………………………………………..65

3.1 General…………………………………………………………………..65

3.2 Conflict of Interests……………………………………………………..65

3.3 Confidentiality…………………………………………………………..66

3.4 Insurance to be Taken Out by the Service Provider…………………….66

3.5 Service Provider’s Actions Requiring Employer’s Prior Approval…….67

3.6 Reporting Obligations…………………………………………………..67

3.7 Documents Prepared by the Service Provider to Be the Property of the

Employer………………………………………………………… ……..67

3.8 Liquidated Damages…………………………………………………….67

3.9 Performance Security……………………………………………………68

4. Service Provider’s Personnel…………………………………..…………..68

4.1 Description of Personnel………………………………………………..68

4.2 Removal and/or Replacement of Personnel…………………………….68

5. Obligations of the Employer………………………………………………68

5.1 Assistance and Exemptions……………………………………………..68

5.2 Change in the Applicable Law……………………………………….…68

5.3 Services and Facilities…………………………………………………..69

6. Payments to the Service Provider…………………………………………69

6.1 Lump-Sum Remuneration………………………………………………69

6.2 Contract Price…………………………………………………………...69

6.3 Payment for Additional Services, and Performance Incentive

Compensation…………...………………………………………………69

6.4 Terms and Conditions of Payment…………………………………….…69

Section V. General Conditions of Contract 61

6.5 Interest on Delayed Payments……………………………………………69

6.6 Price Adjustment…………………………………………………………69

6.7 Dayworks………………………………………………………………...70

7. Quality Control……………………………………………………………………...71

7.1 Identifying Defects………………………………………………………71

7.2 Correction of Defects, and……………………………………………….71

8. Settlement of Disputes………………………………………………………………71

8.1 Amicable Settlement…………………………………………………….71

8.2 Dispute Settlement………………………………………………………71


Section V. General Conditions of Contract

A. General Provisions

1.1 Definitions Unless the context otherwise requires, the following terms whenever

used in this Contract have the following meanings:

(a) The Adjudicator is the person appointed jointly by the

Employer and the Service Provider to resolve disputes in the

first instance, as provided for in Sub-Clause 8.2 hereunder.

(b) “Activity Schedule” is the priced and completed list of items of

Services to be performed by the Service Provider forming part

of his Bid;

(c) “Bank” means the International Bank for Reconstruction and

Development, Washington, D.C., U.S.A.;or

(c) “Association” means the International Development

Association, Washington, D.C., U.S.A.;

(d) “Completion Date” means the date of completion of the

Services by the Service Provider as certified by the Employer

(e) “Contract” means the Contract signed by the Parties, to which

these General Conditions of Contract (GCC) are attached,

together with all the documents listed in Clause 1 of such

signed Contract;

(f) “Contract Price” means the price to be paid for the performance

of the Services, in accordance with Clause 6;

(g) “Dayworks” means varied work inputs subject to payment on a

time basis for the Service Provider’s employees and equipment,

in addition to payments for associated materials and

administration.

(h) “Employer” means the party who employs the Service Provider

(i) “Foreign Currency” means any currency other than the currency

of the country of the Employer;

(j) “GCC” means these General Conditions of Contract;

(k) “Government” means the Government of the Employer’s

country;

(l) “Local Currency” means the currency of the country of the

Employer;

(m) “Member,” in case the Service Provider consist of a joint

venture of more than one entity, means any of these entities;

“Members” means all these entities, and “Member in Charge”


means the entity specified in the SC to act on their behalf in

exercising all the Service Provider’ rights and obligations

towards the Employer under this Contract;

(n) “Party” means the Employer or the Service Provider, as the case

may be, and “Parties” means both of them;

(o) “Personnel” means persons hired by the Service Provider or by

any Subcontractor as employees and assigned to the

performance of the Services or any part thereof;

(p) “Service Provider” is a person or corporate body whose Bid to

provide the Services has been accepted by the Employer;

(q) “Service Provider’s Bid” means the completed bidding

document submitted by the Service Provider to the Employer

(r) “SCC” means the Special Conditions of Contract by which the

GCC may be amended or supplemented;

(s) “Specifications” means the specifications of the service

included in the bidding document submitted by the Service

Provider to the Employer

(t) “Services” means the work to be performed by the Service

Provider pursuant to this Contract, as described in Appendix A;

and in the Specifications and Schedule of Activities included in

the Service Provider’s Bid.

(u) “Subcontractor” means any entity to which the Service Provider

subcontracts any part of the Services in accordance with the

provisions of Sub-Clauses 3.5 and 4.

1.2 Applicable Law The Contract shall be interpreted in accordance with the laws of the

Employer’s country, unless otherwise specified in the Special

Conditions of Contract (SCC).

1.3 Language This Contract has been executed in the language specified in the

SCC, which shall be the binding and controlling language for all

matters relating to the meaning or interpretation of this Contract.

1.4 Notices Any notice, request, or consent made pursuant to this Contract shall

be in writing and shall be deemed to have been made when delivered

in person to an authorized representative of the Party to whom the

communication is addressed, or when sent by registered mail, telex,

telegram, or facsimile to such Party at the address specified in the

SCC.

1.5 Location The Services shall be performed at such locations as are specified in

Appendix A, in the specifications and, where the location of a

particular task is not so specified, at such locations, whether in the

Government’s country or elsewhere, as the Employer may approve.

1.6 Authorized Any action required or permitted to be taken, and any document


Representatives required or permitted to be executed, under this Contract by the

Employer or the Service Provider may be taken or executed by the

officials specified in the SCC.

1.7 Inspection and

Audit by the

Bank

The Service Provider shall permit the Bank to inspect its accounts

and records relating to the performance of the Services and to have

them audited by auditors appointed by the Bank, if so required by the

Bank.

1.8 Taxes and

Duties

The Service Provider, Subcontractors, and their Personnel shall pay

such taxes, duties, fees, and other impositions as may be levied

under the Applicable Law, the amount of which is deemed to have

been included in the Contract Price.

2. Commencement, Completion, Modification, and Termination of

Contract

2.1 Effectiveness of

Contract

This Contract shall come into effect on the date the Contract is

signed by both parties or such other later date as may be stated in

the SCC.

2.2 Commencement

of Services

2.2.1 Program Before commencement of the Services, the Service Provider shall

submit to the Employer for approval a Program showing the general

methods, arrangements, order and timing for all activities. The

Services shall be carried out in accordance with the approved

Program as updated.

2.2.2 Starting

Date

The Service Provider shall start carrying out the Services thirty (30)

days after the date the Contract becomes effective, or at such other

date as may be specified in the SCC.

2.3 Intended

Completion Date

Unless terminated earlier pursuant to Sub-Clause 2.6, the Service

Provider shall complete the activities by the Intended Completion

Date, as is specified in the SCC. If the Service Provider does not

complete the activities by the Intended Completion Date, it shall be

liable to pay liquidated damage as per Sub-Clause 3.8. In this case,

the Completion Date will be the date of completion of all activities.

2.4 Modification Modification of the terms and conditions of this Contract, including

any modification of the scope of the Services or of the Contract

Price, may only be made by written agreement between the Parties

and shall not be effective until the consent of the Bank or of the

Association, as the case may be, has been obtained.

2.5 Force Majeure

2.5.1 Definition For the purposes of this Contract, “Force Majeure” means an event

which is beyond the reasonable control of a Party and which makes

a Party’s performance of its obligations under the Contract


impossible or so impractical as to be considered impossible under

the circumstances.

2.5.2 No Breach

of Contract

The failure of a Party to fulfill any of its obligations under the

contract shall not be considered to be a breach of, or default under,

this Contract insofar as such inability arises from an event of Force

Majeure, provided that the Party affected by such an event (a) has

taken all reasonable precautions, due care and reasonable alternative

measures in order to carry out the terms and conditions of this

Contract, and (b) has informed the other Party as soon as possible

about the occurrence of such an event.

2.5.3 Extension

of Time

Any period within which a Party shall, pursuant to this Contract,

complete any action or task, shall be extended for a period equal to

the time during which such Party was unable to perform such action

as a result of Force Majeure.

2.5.4 Payments During the period of their inability to perform the Services as a

result of an event of Force Majeure, the Service Provider shall be

entitled to continue to be paid under the terms of this Contract, as

well as to be reimbursed for additional costs reasonably and

necessarily incurred by them during such period for the purposes of

the Services and in reactivating the Service after the end of such

period.

2.6 Termination

2.6.1 By the

Employer

The Employer may terminate this Contract, by not less than thirty

(30) days’ written notice of termination to the Service Provider, to

be given after the occurrence of any of the events specified in

paragraphs (a) through (d) of this Sub-Clause 2.6.1:

(a) if the Service Provider does not remedy a failure in the

performance of its obligations under the Contract, within

thirty (30) days after being notified or within any further

period as the Employer may have subsequently approved in

writing;

(b) if the Service Provider become insolvent or bankrupt;

(c) if, as the result of Force Majeure, the Service Provider is

unable to perform a material portion of the Services for a

period of not less than sixty (60) days; or

(d) if the Service Provider, in the judgment of the Employer has

engaged in corrupt or fraudulent practices in competing for or

in executing the Contract.

For the purposes of this Sub-Clause:


(i) “corrupt practice”8 is the offering, giving, receiving or

soliciting, directly or indirectly, of anything of value to

influence improperly the actions of another party;

(ii) “fraudulent practice”9 is any act or omission, including a

misrepresentation, that knowingly or recklessly

misleads, or attempts to mislead, a party to obtain a

financial or other benefit or to avoid an obligation;

(iii) “collusive practice”10 is an arrangement between two or

more parties designed to achieve an improper purpose,

including to influence improperly the actions of another

party;

(iv) “coercive practice”11 is impairing or harming, or

threatening to impair or harm, directly or indirectly, any

party or the property of the party to influence improperly

the actions of a party;


(aa) deliberately destroying, falsifying, altering or

concealing of evidence material to the

investigation or making false statements to

investigators in order to materially impede a

Bank investigation into allegations of a corrupt,

fraudulent, coercive or collusive practice; and/or

threatening, harassing or intimidating any party

to prevent it from disclosing its knowledge of

matters relevant to the investigation or from

pursuing the investigation, or

(bb) acts intended to materially impede the exercise of

the Bank’s inspection and audit rights provided

for under para. 1.14 (e) of the Bank’s

Procurement Guidelines.

2.6.2 By the

Service

Provider

The Service Provider may terminate this Contract, by not less than

thirty (30) days’ written notice to the Employer, such notice to be

given after the occurrence of any of the events specified in

paragraphs (a) and (b) of this Sub-Clause 2.6.2:

(a) if the Employer fails to pay any monies due to the Service

8 For the purpose of this Contract, “another party” refers to a public official acting in relation to the

procurement process or contract execution. In this context, “public official” includes World Bank staff

and employees of other organizations taking or reviewing procurement decisions. 9 For the purpose of this Contract, “party” refers to a public official; the terms “benefit” and

“obligation” relate to the procurement process or contract execution; and the “act or omission” is

intended to influence the procurement process or contract execution. 10 For the purpose of this Contract, “parties” refers to participants in the procurement process (including

public officials) attempting to establish bid prices at artificial, non competitive levels. 11 For the purpose of this Contract, “party” refers to a participant in the procurement process or contract

execution.


Provider pursuant to this Contract and not subject to dispute

pursuant to Clause 7 within forty-five (45) days after

receiving written notice from the Service Provider that such

payment is overdue; or

(b) if, as the result of Force Majeure, the Service Provider is

unable to perform a material portion of the Services for a

period of not less than sixty (60) days.

2.6.3 Suspension

of Loan or

Credit

In the event that the World Bank suspends the loan or Credit to the

Employer, from which part of the payments to the Service Provider

are being made:

(a) The Employer is obligated to notify the Service Provider of

such suspension within 7 days of having received the World

Bank’s suspension notice.

(b) If the Service Provider has not received sums due to by the due

date stated in the SCC in accordance with Sub-Clause 6.5 the

Service Provider may immediately issue a 14 day termination

notice.

2.6.4 Payment

upon

Termination

Upon termination of this Contract pursuant to Sub-Clauses 2.6.1 or

2.6.2, the Employer shall make the following payments to the

Service Provider:

(a) remuneration pursuant to Clause 6 for Services satisfactorily

performed prior to the effective date of termination;

(b) except in the case of termination pursuant to paragraphs (a),

(b), (d) of Sub-Clause 2.6.1, reimbursement of any reasonable

cost incident to the prompt and orderly termination of the

Contract, including the cost of the return travel of the

Personnel.

3. Obligations of the Service Provider

3.1 General The Service Provider shall perform the Services in accordance with

the Specifications and the Activity Schedule, and carry out its

obligations with all due diligence, efficiency, and economy, in

accordance with generally accepted professional techniques and

practices, and shall observe sound management practices, and

employ appropriate advanced technology and safe methods. The

Service Provider shall always act, in respect of any matter relating

to this Contract or to the Services, as faithful adviser to the

Employer, and shall at all times support and safeguard the

Employer’s legitimate interests in any dealings with Subcontractors

or third parties.

3.2 Conflict of

Interests


3.2.1 Service

Provider

Not to

Benefit

from

Commissio

ns and

Discounts.

The remuneration of the Service Provider pursuant to Clause 6

shall constitute the Service Provider’s sole remuneration in

connection with this Contract or the Services, and the Service

Provider shall not accept for their own benefit any trade

commission, discount, or similar payment in connection with

activities pursuant to this Contract or to the Services or in the

discharge of their obligations under the Contract, and the Service

Provider shall use their best efforts to ensure that the Personnel, any

Subcontractors, and agents of either of them similarly shall not

receive any such additional remuneration.

3.2.2 Service

Provider

and

Affiliates

Not to be

Otherwise

Interested

in Project

The Service Provider agree that, during the term of this Contract

and after its termination, the Service Provider and its affiliates, as

well as any Subcontractor and any of its affiliates, shall be

disqualified from providing goods, works, or Services (other than

the Services and any continuation thereof) for any project resulting

from or closely related to the Services.

3.2.3 Prohibition

of

Conflicting

Activities

Neither the Service Provider nor its Subcontractors nor the

Personnel shall engage, either directly or indirectly, in any of the

following activities:

(a) during the term of this Contract, any business or professional

activities in the Government’s country which would conflict

with the activities assigned to them under this Contract;

(b) during the term of this Contract, neither the Service Provider

nor their Subcontractors shall hire public employees in active

duty or on any type of leave, to perform any activity under

this Contract;

(c) after the termination of this Contract, such other activities as

may be specified in the SCC.

3.3 Confidentiality The Service Provider, its Subcontractors, and the Personnel of

either of them shall not, either during the term or within two (2)

years after the expiration of this Contract, disclose any proprietary

or confidential information relating to the Project, the Services, this

Contract, or the Employer’s business or operations without the

prior written consent of the Employer.

3.4 Insurance to be

Taken Out by

the Service

Provider

The Service Provider (a) shall take out and maintain, and shall

cause any Subcontractors to take out and maintain, at its (or the

Subcontractors’, as the case may be) own cost but on terms and

conditions approved by the Employer, insurance against the risks,

and for the coverage, as shall be specified in the SCC; and (b) at

the Employer’s request, shall provide evidence to the Employer

showing that such insurance has been taken out and maintained and

that the current premiums have been paid.


3.5 Service

Provider’s

Actions

Requiring

Employer’s

Prior Approval

The Service Provider shall obtain the Employer’s prior approval in

writing before taking any of the following actions:

(a) entering into a subcontract for the performance of any part of

the Services,

(b) appointing such members of the Personnel not listed by name

in Appendix C (“Key Personnel and Subcontractors”),

(c) changing the Program of activities; and

(d) any other action that may be specified in the SCC.

3.6 Reporting

Obligations

The Service Provider shall submit to the Employer the reports and

documents specified in Appendix B in the form, in the numbers,

and within the periods set forth in the said Appendix.

3.7 Documents

Prepared by the

Service

Provider to Be

the Property of

the Employer

All plans, drawings, specifications, designs, reports, and other

documents and software submitted by the Service Provider in

accordance with Sub-Clause 3.6 shall become and remain the

property of the Employer, and the Service Provider shall, not later

than upon termination or expiration of this Contract, deliver all

such documents and software to the Employer, together with a

detailed inventory thereof. The Service Provider may retain a copy

of such documents and software. Restrictions about the future use

of these documents, if any, shall be specified in the SCC.

3.8 Liquidated

Damages

3.8.1 Payments of

Liquidated

Damages

The Service Provider shall pay liquidated damages to the Employer

at the rate per day stated in the SCC for each day that the

Completion Date is later than the Intended Completion Date. The

total amount of liquidated damages shall not exceed the amount

defined in the SCC. The Employer may deduct liquidated

damages from payments due to the Service Provider. Payment of

liquidated damages shall not affect the Service Provider’s

liabilities.

3.8.2 Correction

for Over-

payment

If the Intended Completion Date is extended after liquidated

damages have been paid, the Employer shall correct any

overpayment of liquidated damages by the Service Provider by

adjusting the next payment certificate. The Service Provider shall

be paid interest on the overpayment, calculated from the date of

payment to the date of repayment, at the rates specified in Sub-

Clause 6.5.

3.8.3 Lack of performance

penalty

If the Service Provider has not corrected a Defect within the time

specified in the Employer’s notice, a penalty for Lack of

performance will be paid by the Service Provider. The amount to be

paid will be calculated as a percentage of the cost of having the

Defect corrected, assessed as described in Sub-Clause 7.2 and


specified in the SCC.

3.9 Performance

Security

The Service Provider shall provide the Performance Security to the

Employer no later than the date specified in the Letter of

acceptance. The Performance Security shall be issued in an amount

and form and by a bank or surety acceptable to the Employer, and

denominated in the types and proportions of the currencies in which

the Contract Price is payable. The performance Security shall be

valid until a date 28 days from the Completion Date of the Contract

in case of a bank guarantee, and until one year from the Completion

Date of the Contract in the case of a Performance Bond.

4. Service Provider’s Personnel

4.1 Description of

Personnel

The titles, agreed job descriptions, minimum qualifications, and

estimated periods of engagement in the carrying out of the Services

of the Service Provider’s Key Personnel are described in Appendix

C. The Key Personnel and Subcontractors listed by title as well as

by name in Appendix C are hereby approved by the Employer.

4.2 Removal and/or

Replacement of

Personnel

(a) Except as the Employer may otherwise agree, no changes shall

be made in the Key Personnel. If, for any reason beyond the

reasonable control of the Service Provider, it becomes

necessary to replace any of the Key Personnel, the Service

Provider shall provide as a replacement a person of equivalent

or better qualifications.

(b) If the Employer finds that any of the Personnel have (i)

committed serious misconduct or have been charged with

having committed a criminal action, or (ii) have reasonable

cause to be dissatisfied with the performance of any of the

Personnel, then the Service Provider shall, at the Employer’s

written request specifying the grounds thereof, provide as a

replacement a person with qualifications and experience

acceptable to the Employer.

(c) The Service Provider shall have no claim for additional costs

arising out of or incidental to any removal and/or replacement

of Personnel.

5. Obligations of the Employer

5.1 Assistance and

Exemptions

The Employer shall use its best efforts to ensure that the Government

shall provide the Service Provider such assistance and exemptions as

specified in the SCC.

5.2 Change in the

Applicable

Law

If, after the date of this Contract, there is any change in the Applicable

Law with respect to taxes and duties which increases or decreases the

cost of the Services rendered by the Service Provider, then the

remuneration and reimbursable expenses otherwise payable to the

Service Provider under this Contract shall be increased or decreased


accordingly by agreement between the Parties, and corresponding

adjustments shall be made to the amounts referred to in Sub-Clauses

6.2 (a) or (b), as the case may be.

5.3 Services and

Facilities

The Employer shall make available to the Service Provider the

Services and Facilities listed under Appendix F.

6. Payments to the Service Provider

6.1 Lump-Sum

Remuneration

The Service Provider’s remuneration shall not exceed the Contract

Price and shall be a fixed lump-sum including all Subcontractors’

costs, and all other costs incurred by the Service Provider in carrying

out the Services described in Appendix A. Except as provided in Sub-

Clause 5.2, the Contract Price may only be increased above the

amounts stated in Sub-Clause 6.2 if the Parties have agreed to

additional payments in accordance with Sub-Clauses 2.4 and 6.3.

6.2 Contract Price (a) The price payable in local currency is set forth in the SCC.

(b) The price payable in foreign currency is set forth in the SCC.

6.3 Payment for

Additional

Services, and

Performance

Incentive

Compensation

6.3.1 For the purpose of determining the remuneration due for

additional Services as may be agreed under Sub-Clause 2.4, a

breakdown of the lump-sum price is provided in Appendices D

and E.

6.3.2 If the SCC so specify, the Service Provider shall be paid

performance incentive compensation as set out in the

Performance Incentive Compensation appendix.

6.4 Terms and

Conditions of

Payment

Payments will be made to the Service Provider according to the

payment schedule stated in the SCC. Unless otherwise stated in the

SCC, the advance payment (Advance for Mobilization, Materials and

Supplies) shall be made against the provision by the Service Provider

of a bank guarantee for the same amount, and shall be valid for the

period stated in the SCC. Any other payment shall be made after the

conditions listed in the SCC for such payment have been met, and the

Service Provider have submitted an invoice to the Employer

specifying the amount due.

6.5 Interest on

Delayed

Payments

If the Employer has delayed payments beyond fifteen (15) days after

the due date stated in the SCC, interest shall be paid to the Service

Provider for each day of delay at the rate stated in the SCC.

6.6 Price

Adjustment

6.6.1 Prices shall be adjusted for fluctuations in the cost of inputs only

if provided for in the SCC. If so provided, the amounts certified

in each payment certificate, after deducting for Advance

Payment, shall be adjusted by applying the respective price

adjustment factor to the payment amounts due in each currency.

A separate formula of the type indicated below applies to each

Contract currency:


Pc = Ac + BcLmc/Loc + CcImc/Ioc

Where:

Pc is the adjustment factor for the portion of the Contract Price

payable in a specific currency “c”.

Ac , Bc and Cc are coefficients specified in the SCC, representing:

Ac the nonadjustable portion; Bc the adjustable portion relative to

labor costs and Cc the adjustable portion for other inputs, of the

Contract Price payable in that specific currency “c”; and

Lmc is the index prevailing at the first day of the month of the

corresponding invoice date and Loc is the index prevailing 28

days before Bid opening for labor; both in the specific currency

“c”.

Imc is the index prevailing at the first day of the month of the

corresponding invoice date and Ioc is the index prevailing 28

days before Bid opening for other inputs payable; both in the

specific currency “c”.

If a price adjustment factor is applied to payments made in a

currency other than the currency of the source of the index for a

particular indexed input, a correction factor Zo/Zn will be

applied to the respective component factor of pn for the formula

of the relevant currency. Zo is the number of units of currency

of the country of the index, equivalent to one unit of the

currency payment on the date of the base index, and Zn is the

corresponding number of such currency units on the date of the

current index.

6.6.2 If the value of the index is changed after it has been used in a

calculation, the calculation shall be corrected and an adjustment

made in the next payment certificate. The index value shall be

deemed to take account of all changes in cost due to fluctuations

in costs.

6.7 Dayworks 6.7.1 If applicable, the Daywork rates in the Service Provider’s Bid

shall be used for small additional amounts of Services only when

the Employer has given written instructions in advance for

additional services to be paid in that way.

6.7.2 All work to be paid for as Dayworks shall be recorded by the

Service Provider on forms approved by the Employer. Each

completed form shall be verified and signed by the Employer

representative as indicated in Sub-Clause 1.6 within two days of

the Services being performed.

6.7.3 The Service Provider shall be paid for Dayworks subject to

obtaining signed Dayworks forms as indicated in Sub-Clause

6.7.2


7. Quality Control

7.1 Identifying

Defects

The principle and modalities of Inspection of the Services by the

Employer shall be as indicated in the SCC. The Employer shall

check the Service Provider’s performance and notify him of any

Defects that are found. Such checking shall not affect the Service

Provider’s responsibilities. The Employer may instruct the Service

Provider to search for a Defect and to uncover and test any service

that the Employer considers may have a Defect. Defect Liability

Period is as defined in the SCC.

7.2 Correction of

Defects, and

Lack of

Performance

Penalty

(a) The Employer shall give notice to the Service Provider of any

Defects before the end of the Contract. The Defects liability

period shall be extended for as long as Defects remain to be

corrected.

(b) Every time notice a Defect is given, the Service Provider shall

correct the notified Defect within the length of time specified

by the Employer’s notice.

(c) If the Service Provider has not corrected a Defect within the

time specified in the Employer’s notice, the Employer will

assess the cost of having the Defect corrected, the Service

Provider will pay this amount, and a Penalty for Lack of

Performance calculated as described in Sub-Clause 3.8.

8. Settlement of Disputes

8.1 Amicable

Settlement

The Parties shall use their best efforts to settle amicably all disputes

arising out of or in connection with this Contract or its interpretation.

8.2 Dispute

Settlement

8.2.1 If any dispute arises between the Employer and the Service

Provider in connection with, or arising out of, the Contract or the

provision of the Services, whether during carrying out the

Services or after their completion, the matter shall be referred to

the Adjudicator within 14 days of the notification of

disagreement of one party to the other.

8.2.2 The Adjudicator shall give a decision in writing within 28 days

of receipt of a notification of a dispute.

8.2.3 The Adjudicator shall be paid by the hour at the rate specified in

the BDS and SCC, together with reimbursable expenses of the

types specified in the SCC, and the cost shall be divided equally

between the Employer and the Service Provider, whatever

decision is reached by the Adjudicator. Either party may refer a

decision of the Adjudicator to an Arbitrator within 28 days of the

Adjudicator’s written decision. If neither party refers the dispute

to arbitration within the above 28 days, the Adjudicator’s


decision will be final and binding.

8.2.4 The arbitration shall be conducted in accordance with the

arbitration procedure published by the institution named and in

the place shown in the SCC.

8.2.5 Should the Adjudicator resign or die, or should the Employer and

the Service Provider agree that the Adjudicator is not functioning

in accordance with the provisions of the Contract, a new

Adjudicator will be jointly appointed by the Employer and the

Service Provider. In case of disagreement between the Employer

and the Service Provider, within 30 days, the Adjudicator shall

be designated by the Appointing Authority designated in the

SCC at the request of either party, within 14 days of receipt of

such request.

75

Section VII. Special Conditions of Contract

Number of

GC Clause

Amendments of, and Supplements to, Clauses in the General Conditions

of Contract

1.1 Following definitions shall be read in addition to the Definitions in

GCC 1.1

‘AGC’ means the automatic generation control equipment.

‘Annual Operating Plan’ means the document prepared by the Service

Provider and submitted to the Employer annually, setting out the basis on

which the Service Provider will operate and maintain the Facility in each

Contract Year, and the systems and procedures applicable thereto;

‘Available Capacity’ means, in respect of a Unit the capability of a Unit to

provide Active Power pursuant to the PPA between EGCB and BPDB.

‘BPDB’ means the Bangladesh Power Development Board and its

successors and permitted assigns.

‘Breakdown’ means any breakdown, malfunction or other failure of the

Facility or any part thereof, whether or not such breakdown, malfunction or

other failure results in the reduction or loss of Electrical Energy.

‘Breakdown Repair’ means any replacement, repair or maintenance of the

Facility or any part thereof, required to correct any Breakdown, but

excluding Scheduled Maintenance;

‘Business Day’ means any day on which banks in Dhaka, Bangladesh are

legally permitted to be open for business except for official holidays

declared by GoB.

‘Commercial Operation Date’ means the date for GT and Combined

Cycle to be notified as such to the Service Provider by the Employer;

‘Commissioning’ is the execution of the Commissioning and performance

tests on GT and Combined Cycle of the Facility pursuant to the EPC

Contract.

‘Commissioning Tests’ means the tests to be carried out on each Unit

pursuant to Article 25 under GCC of vol-1 of 3 of EPC bidding document.

‘Confidential Information’ means information, including trade secrets,

technical or non-technical data, a formula, pattern, strategy, compilation,

programme, device, method, technique, drawing, process, financial data, or

list of actual or potential customers or suppliers, which:

(a) derives economic value, actual or potential, from not being

Section VII. Special Conditions of Contract 76

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of Contract

generally known to other Persons who can obtain economic value

from its disclosure or use; or

(b) derives technical advantage, actual or potential, from not being

generally known to other Persons who can obtain economic value

from its disclosure or use; or

(c) is the subject of efforts which are reasonable under the

circumstances to maintain its secrecy; and is identified as

Confidential Information;

‘Construction’ means the design, construction, testing and commissioning

of GT and Combined Cycle of the Facility, as well as the remedying of the

defects therein and such other related obligations imposed on the respective

EPC Contractor in relation to GT and Combined Cycle of the Facility under

the respective EPC Contracts;

‘Control Centre’ is the National Load Dispatch Centre located in Dhaka ,

or such other control centre designated by PGCB from time to time (but not

more than one at any time) from which BPDB / PGCB shall Dispatch the

Facility.

‘Contract Price’ means the Service Provider’s fees as mentioned in GCC 6

and SCC 6 with provisions thereof.

‘Contract Year’ means each 12 month period starting from the Start Date

(Date of Mobilization & Takeover of GT).

‘Day’ means each 24-hour period beginning and ending at 00:00midnight.

‘Defect(s)’means the defects in or damage to the Facility that the EPC

Contractor is required to rectify or repair during the Defects Liability

Period;

‘Defect Liability Period’ shall have the meaning set forth in the EPC

Contract;

Dependable Capacity’ refers to at any given time, the amount of capacity

of the Facility, measured in KW (adjusted to Site Reference Conditions), at

the Delivery Point of the Facility as determined by the most recent

Dependable Capacity Test.

‘Design Documentation’ means all as-built drawings, diagrams, test

description and results, specifications, samples, graphs, sketches, plans,

models and designs (including calculations, logic or sequence overview

diagrams and functional design specifications for computer software)

Operating and Maintenance Manuals and any amendments and revivals

thereto in whatever medium prepared or to be prepared by or on behalf of

the EPC Contractor of GT and Combined Cycle respectively in relation to


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of Contract

the Construction, operation, maintenance, expansion or improvement of GT

and Combined Cycle of the Facility reasonably required by the Service

Provider;

‘Dispatch’ means the right of BPDB / PGCB to issue instructions or the

issuance of instructions from the Control Centre in accordance with the

Power Purchase Agreement and the Grid Protocol to schedule, commence,

increase, decrease or cease (or, in the case of AGC, to control) the Net

Electrical Output of GT and/or Combined Cycle.

‘Dispute’ means any disagreement or difference arising under, out of, in

connection with or relating to this Contract, including, without limitation,

any dispute or difference concerning the existence, legality, validity or

enforceability of this Contract or any provision hereof or the obligations or

performance of a Party or under any provision hereof.

‘Effective Date’ means the date on which this Contract shall come into

effect which is signified by the milestone of payment of advance to the

Service Provider by the Employer and the submission of bank guarantee of

equivalent amount of the advance payment to the Employer by the Service

Provider

‘Electrical Energy’ means electricity to be produced by the Facility for

sale under the Power Purchase Agreement or any other electricity supply

agreements and shall conform to Section 3 (a) of the Schedule;

‘Employer Event of Default’ means any of those events referred to in SCC

2.6.2 that entitles the Service Provider to, inter alia, terminate this Contract;

‘Employer’s Insurers’ means the insurers from time to time providing the

Employer with the insurance cover described in SCC 3.4(g) and as detailed

in Appendix H2;

‘Employer’s Representative’ means the person appointed by the Employer

from time to time in accordance with SCC 1.6;

‘Employers Spares’ means the spares for the Facility, procured by the

Employer, based on the EPC Contractor's recommendations of GT and

Combined Cycle and shall be supplied and delivered to the Site pursuant to

the respective EPC Contractor;

‘Environmental Law’ means the Applicable Law in force prior to and after

the Execution Date, relating to pollution or the protection of the

environment (which shall include any air, surface and sub-surface land,

coastal, inland and ground waters) including, without limitation, laws

relating to the release, exposure to, generation, use, treatment, storage,

transport, removal or disposal of Hazardous Materials and permits required


Number of

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of Contract

for any development on the Site under the EIA of the Facility, Bangladesh

DoE and World Bank Guidelines.

‘EPC Contract’ means the contract between the Employer and the EPC

Contractors, for the Construction of the GT and Combined respectively and

as amended by the parties thereto from time to time.

‘EPC Contractor’ means the consortium between _______

and________________, and its permitted successors and assignees under

the EPC Contract;

‘Execution Date’ means the date on which the last Party signs the Contract;

‘Expected Commercial Operation Date’ means the date that the

Employer envisages as the date that will coincide with the Commercial

Operations Date. This date may be revised by the Employer and notified to

the Service Provider at any time after the Execution Date, but not later than

the Commercial Operation Date;

‘Facility’ means Combined Cycle Power Plant including GT, HRSG, ST

and associated auxiliaries.

‘Force Majeure Event’ has the meaning attributable thereto in Clause

GCC 2.5 and SCC 2.5 with provisions thereof.

‘Good Operating Practices’ means the relevant practices, procedures and

methods generally applied in or approved by the Combined Cycle Power

Plant industries in the course of operating and maintaining Combined cycle

Power Plant that, at any particular time, in the exercise of reasonable

judgment in light of facts which are known or which reasonably could have

been known at the time a decision is made, would be expected to

accomplish the desired result in a manner consistent with safety, law,

reliability, environmental protection, economy and expedition and which a

Reasonable and Prudent Service Provider would follow.

‘Governmental Approvals’ means all approvals, authorizations, consents,

permits, licences, registrations, filings, or other authorizations required

under applicable Bangladesh laws to be issued by or obtained from any

Bangladesh Governmental Authority in respect of the execution and

performance of this Contract, the Power Purchase Agreement between the

Employer and BPDB, Gas Supply Agreement between the Employer and

Titas Gas Transmission & distribution Company Ltd. Construction,

operation, maintenance and to the extent applicable, the dismantling and

removal of the Facility as the case may be from the Site;

‘Governmental Authority’ means, with respect to Bangladesh, any

ministry, department, agency, council, authority, body or entity, corporation


Number of

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of Contract

or commission under the direct or indirect control of the national, provincial

or local government level;

‘Grid System’ means the transmission and distribution facilities owned by

Power Grid Company of Bangladesh (PGCB) through which the Net

Electrical Output of the Facility shall be transmitted and received by BPDB

to users of electricity and through which electrical energy can be delivered

by BPDB to the Facility, as required.

‘Hazardous Materials’ means any pollutants and any hazardous, toxic,

radioactive, noxious, corrosive or dangerous substances and all substances

regulated, or for which liability or responsibility is imposed, under the

applicable Environmental Laws;

‘Health and Safety Procedures’ means the health and safety procedures

that shall apply at the Site, which procedures must be prepared and

submitted by the Service Provider to the Employer in accordance with SCC

3.1(l);

‘Interconnection Point(s)’ are the physical points where the Facility and

the Grid System are connected as specified in Performance Specifications

Section 7 and at which the transfer of Net Electrical Output occurs between

the Facility and the Grid System.

‘Lenders’ means the banks and other financial institutions that have agreed

as at Financial Close to provide the Employer with the debt financing and

any successor banks or financial institutions to which their interests under

the Financing Agreements may be transferred or assigned.

‘Liquidated damages’ for underperformance means the penalties incurred

by the Service Provider calculated in accordance with GCC 3.8 and as

detailed in SCC 3.8;

‘LTSA’ means the contractual arrangement for supply of spares,

overhauling services and support for Hot Gas Path Inspection and Major

Overhaul as agreed specifically between the Employer and the LTSA

service provider for GT only.

‘Maintenance’ means all the maintenance services of the Facility subject to

maintaining instructions (if any) of the EPC Contractor during the warranty

period:

(a) Routine periodic and visual inspection of the facility.

(b) Routine periodic testing of the facility, including non-destructive

testing.


Number of

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of Contract

(c) Routine preventive (scheduled and non-scheduled) repairs and

emergency repairs.

(d) Carrying out combustion inspection, hot gas path inspection, major

inspection and major overhauling work according to manufacturer’s

guidelines/ instructions.

(e) Replacement of parts and repairs of leaks and defects.

‘Maintenance Outage’ is an interruption or reduction of the Facility’s

generating capability that has the meaning as set out in Section 9.4.2&

Section 1 of the PPA between the Employer and BPDB.

‘Maintenance Schedule’ means the document specifying the scope of and

procedures and programme for all Maintenance to be carried out on the

Facility and shall include a suitable software system for the management of

all Maintenance services at the plant;

‘Metering System’ means all meters and metering devices procured and

installed by the Employer and used to measure the Available Capacity and

the Net Electrical Output of the Facility.

‘Mobilization Fee’ means the fee detailed in Appendix B1.0 and B1.1 in

respect of the provision of the Mobilization Services;

‘Mobilization Period’ for GT and combined Cycle means the period

beginning 1 (one) months and 2 (two) months prior to the Commercial

Operation Date of GT and combined Cycle respectively, during which the

Service Provider shall provide the Mobilization Services;

‘Mobilization& Take Over Services’ means those Services detailed in

Appendix A.4 and A.5 of the Schedule;

‘Necessary Change’ means any change required in respect of the Facility

or the Site or the provision of the Services by reason of a Change in Law;

Net Electrical Output’ means the net electrical energy expressed in kWh

delivered by the Employer to the Interconnection Point.

‘Operating and Maintenance Manuals’ means the manuals relating to the

operation and maintenance of GT and Combined Cycle of the Facility, that

the EPC Contractors are required to provide to the Employer under the EPC

Contract;

‘Operation’s Period’ means

(i) for GT, the period when the Service Provider is engaged in


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of Contract

providing O&M services for the GT post completion of

Mobilization& Take-Over Services for GT

(ii) for Combined Cycle, the period when the Service Provider is

engaged in providing O&M services for the Combined Cycle post

completion of Mobilization & Take-Over Services for Combined

Cycle.

‘Outage/s’ means Planned Outage/s or Unplanned Outage/s;

‘Person’ means any person, firm, Employer, corporation, society,

government, state or agency of a state, or any association or partnership

(whether or not having separate legal personality) of two or more of the

foregoing.

‘Planned Outage/s’ means the inability of either party of the Power

Purchase Agreement to deliver and/or accept Electrical Energy to or from

BPDB, as the case may be, due to a planned shutdown of or part of the

Facility as mentioned in Section 9.4 of the PPA.

‘Plant’ means the plant and equipment to be provided and constructed

under the EPC Contract of the Facility.

‘Power Purchase Agreement (PPA)’means the agreement(s) executed

between the Employer and BPDB for Combined cycle.

‘Project Documents’ means:

(a) this Contract

(b) the EPC Contract

(c) the Gas Supply Agreement

(d) the Power Purchase Agreement

(e) the Insurance Agreement

(f) the Quality Management System prepared in accordance Appendix

A.10

(g) the Design Documentation and any other document notified by the

Employer to the Service Provider, from time to time, as being a Project

Document;

‘Reasonable and Prudent Service Provider’ means a Person seeking in

good faith to perform his, her, or its contractual obligations and exercising

that degree of skill, diligence, prudence and foresight which would

reasonably and ordinarily be expected from a skilled and experienced gas

turbine power plant operator during the relevant time period while (i)

exercising reasonable judgment in light of facts which are known at the

time a decision is made, (ii) complying with all laws of Bangladesh, and

(iii) operating a similar gas turbine power plant under the same or similar

circumstances or conditions. "Reasonable and Prudent Service Provider" is

not intended to be limited to the optimum practice, method, or act to the


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exclusion of all others, but rather to be a spectrum of reasonable and

prudent practices, methods, and acts. The standard of a Reasonable and

Prudent Service Provider may evolve over time but generally modified

standards shall be applied only with prospective effect and as shall be

appropriate for a gas turbine Facility of the age and condition of the

Facility.

‘Reference Interest Rate’ is the 3 Monthly LIBOR rates published on

www.bbalibor.com.

‘Relevant Authority’ means the department, authority, instrumentality,

agency or any other relevant entity from which Consent(s) are obtained

from time to time and any authority, body or other person having

jurisdiction under the laws of Bangladesh with respect to BPDB, the

Employer or Service Provider, or the Contract, as the case may be.

‘Relevant Consents and Instruments’ means all licences, consents,

approvals, permits and authorisations required by the Employer for the

operation and maintenance of the Facility, including without limitation

those prescribed under:

(a) Environmental Laws;

(b) all employment, labour and equity laws and regulations affecting the

Service Provider's personnel; and

(c) the Electricity Act 1910 and Bangladesh Energy Regulatory

Commission Act 2003 and their subsequent amendments.

‘Reports and Records’ has the meaning as set out in SCC 3.6 and as

detailed in Appendix B2;

‘Scheduled Maintenance’ is the carrying out of the planned maintenance

activities in accordance with the Scheduled Maintenance Programme as

detailed in SCC 11 and any other maintenance of the Facility and facilities

at the Site, other than Breakdown Repair that is required to keep the Facility

and the Site in a fully serviceable condition;

‘Scheduled Outage’ is a planned interruption of the Facility’s generating

capability that

(a) has been scheduled by the Employer and agreed by BPDB pursuant to

the Power Purchase Agreement and

(b) is for inspection, testing, preventive maintenance, corrective

maintenance, repairs, replacement or improvement of the Facility.

‘Service Provider's Change’ means a change requested by the Service

Provider, pursuant to the provisions of SCC 2.4, other than a Necessary

http://www.bbalibor.com/


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Change;

‘Service Provider Event of Default’ means any of those events referred to

in Clause 16.1 that entitles the Employer to, inter alia, terminate this

Contract;

‘Service Provider Overhead Costs’ means all indirect costs to the Service

Provider of maintaining a labour force, including payroll and human

resources administration and other costs of management and administration

in relation to this Services;

‘Site’ means the premises on which the Facility, the Service Provider’s

offices, stores and yard are situated;

‘Spares’ means all and any spares and consumables for the Facility, as

detailed in Appendix F;

‘Standing Instructions and Procedures’ means the instructions and

procedures developed by the Service Provider in accordance with SCC

3.1(n), and approved by the Employer (who will have obtained the

necessary approval wherever appropriate from BPDB), that govern the

management and implementation philosophy providing for the safe,

effective and efficient Mobilization, operation and maintenance of the

Facility and the Site during the Term.

‘Strategic Spares’ means the essential spares required to keep in stock to

improve the availability of the Plant. These spares are deployed in the event

of failures or when required to expedite overhauls or modifications.

‘Successor Service Provider’ shall have the meaning ascribed to it in SCC

2.6.6;

‘Unit(s)’ means the individual gas turbines and Combined Cycle of the

Facility.

‘Unplanned Outage/s’ means the inability to deliver and/or accept

Electrical Energy to or from BPDB, due to an unplanned shutdown of the

Facility;

‘VAT’ means value-added tax as defined in the Value-Added Tax Act, of

the People’s Republic of Bangladesh.

1.1(a) The Adjudicator is:

1.1(e) The contract name is: Operation and Maintenance of Siddhirganj335 MW

Combined Cycle Power Plant

1.1(h) The Employer is: Electricity Generation Company of Bangladesh Limited


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1.1(m) The Member in Charge is:

1.1(p) The Service Provider is:

1.2 The Applicable Law is: Laws of Bangladesh

1.3 This Contract has been executed in English, which shall be the binding and

controlling language for all matters relating to the meaning or interpretation

of this Contract. All written communication between the Parties shall be in

English unless otherwise agreed.

1.4 The following clauses are to be read in addition to the GCC 1.4

Notices

(a) Delivery

All Notices shall be delivered personally, by registered or certified

mail, e-mail or facsimile to the addresses below:

For the Employer:

Address : Electricity Generation Company of Bangladesh Limited

BTMC Building (Level-8), 7-9 Kawran Bazar,

Dhaka -1215, Bangladesh

Attention :

Facsimile No. : 88-02- 911 8345

Telephone No. : 88-02- 8124197/ 913 4029/ 913 4032

Electronic mail : [email protected]

For the Service Provider:

Address :

Attention :

Facsimile No. :

Telephone No. :

(b) Confirmation of facsimiles

All Notices given by facsimile, telex or telegram, e-mail shall be

confirmed by registered or certified mail. All Notices are deemed

delivered on receipt by the intended recipient.

(c) Written Notices


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Unless stated otherwise, all Notices shall be given in writing.

(d) Changing addresses

Any Party may, by notice of at least fifteen (15) days to the other

Party, change the address or details to which Notices shall be

delivered, mailed or facsimiled to it.

1.6 Following clauses shall be read in addition to the provisions of GCC 1.6

Employer’s Representative

(a) The Employer shall, appoint a representative within fifteen (15) days

of the Execution Date, who shall have vested power by the Employer

to act on behalf of the Employer in connection with all matters

concerning the Contract and the supervision and performance of the

Services under the Contract.

(b) The Employer’s Representative shall be accessible for consultation

with the Service Provider and the Service Provider’s Representative

at all reasonable times.

Service Provider’s Representative

(c) The Service Provider shall with the Employer's prior approval appoint

a representative at the Facility, who shall have full power and

authority to act on behalf of the Service Provider in connection with

the provision of the Services and all other rights and obligations of

the Service Provider under the Contract. The Service Provider shall

appoint the Service Provider’s Representative within fifteen (15) days

of the Execution Date.

(d) The Service Provider’s representative shall be accessible for

consultation, (or if required attendance at the Facility), at all times.

Deputies

(e) Each Party shall nominate in writing a deputy to its representative who,

during any period of absence of its representative, shall have delegated

powers of and associated authority to act in place of, the Employer’s

Representative or the Service Provider’s Representative(as the case may

be).

Change of Representative

(f) Each Party shall notify the other Party of any change in the identity of

the Employer’s Representative or the Service Provider’s Representative(as


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the case may be) and their nominated deputy. The Employer may replace

the Employer’s Representative, from time to time, on 30 (thirty) Business

Days’ notice to the Service Provider. Subject to Clause SCC 1.6 (e), the

Service Provider may replace the Service Provider’s representative on 60

(sixty) days’ notice, provided that the Employer shall have approved the

new Service Provider’s Representative not later than 30 (thirty) days prior

to the expiry of the 60 (sixty) day period.

1.8 Following clauses shall be read in addition to the provisions of GCC 1.8

VAT and Taxes

(a) The Employer shall pay Advance Income Tax (AIT) and Value Added

Tax (VAT) as applicable as per prevailing Bangladesh tax laws against

submitted invoice. VAT & AIT shall be paid from EGCB’s revenue fund

and subsequently reimbursed by the World Bank.

(b) The Service Provider, Subcontractors, and their Personnel shall pay any

other applicable taxes, duties, fees, and other impositions as may be levied

under the Applicable Law, the amount of which is deemed to have been

included in the Contract Price.

(c) All national, state, local taxes and other duties including withholding

taxes payable outside Bangladesh on the management fees and /or the

bonuses payable inside or outside Bangladesh shall be borne by the Service

Provider.

2.1 In addition to the GCC 2.1, the following are the Conditions precedent

for the Effectiveness of Contract

(a)Conditions precedent

This entire Contract (except GCC 2.6, 8, and 3.3 along with corresponding

SCC) which shall be of immediate force and effect is subject to the

fulfillment of the following conditions precedent:

(i) the contract has been executed between the Service Provider

and the Employer;

(ii) the Bank Guarantee (issued from any schedule bank of

Bangladesh) has been duly furnished by the Service Provider

to the Employer as per Terms & Conditions of the Bidding

Document;

(iii) Advance payment shall be made by the Employer, and

(iv) Service Provider intimates the Employer about mobilization

of Personnel for GT at least 30 days before start of

mobilization period.


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Provided further that whilst the commencement of Mobilization& Take-

Over Services for GT shall be immediate post Effectiveness of the Contract,

the Mobilization for Combined Cycle shall only commence when the

construction of Combined Cycle has commenced and has been completed to

such an extent that it requires mobilization of the Service Provider as per

the Employer’s requirement.

(b) Termination for non-satisfaction

The Employer shall exercise all reasonable endeavors to procure the

fulfillment of the conditions precedent. If any of the conditions precedent are

not fulfilled and has not been extended by mutual consent between the

Employer and Service Provider formalized through a written amendment to

this Contract, this Contract (except for this SCC and GCC 2.6, 8 and 3.3,

which shall remain of force and effect) shall cease to be of any force or

effect and neither Party shall have any claim against the other Party in terms

of or arising out of this Contract.

2.2.2 The Starting Date for the commencement of Services is the date from where

Mobilization period(for GT) start..

2.3 Intended Completion Date for providing Services under this Contract is four

(4) Years from the starting Date unless extension of Time is provided in

accordance with SCC 2.5.3.

2.5.1 Following clauses shall be read in addition to GCC 2.5.1

Force Majeure Events defined

A ‘Force Majeure Event’ means any of the following, or a combination of

them, occurring in Bangladesh:

(a) to the extent that it could not reasonably have been expected to occur

at the place or at the time of year after taking into account meteorological

data available at the Meteorological Department of Bangladesh, cyclone,

whirlwind, flood, tempest, storm, drought or other exceptionally adverse

weather conditions (excluding normal monsoon conditions) ;

(b) a natural act or epidemic, lightning, earthquake, volcanic eruption,

meteorite, air crash, objects falling from aircraft, pressure waves caused by

aircraft or aerial devices travelling at supersonic speed or, where it originates

from a source external to the Site, a landslide, fire or explosion;

(c) to the extent that it involves Bangladesh but originates from a source

external to Bangladesh, act of war (whether declared or undeclared)

invasion, armed conflict or action of foreign enemy, blockade, embargo,

revolution, riot, insurrection, terrorist or military action, civil commotion or

politically motivated sabotage, chemical, biological or radioactive

contamination or ionising radiation or any natural act affecting

communication and transportation links to Bangladesh;


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(d) to the extent they occur in Bangladesh, strikes or industrial action

that interrupt supplies and services to the Facility or the operation of the

Facility for at least seven (7) continuous days and which:

(i) are not Bangladesh Political Events;

(ii) do not primarily involve the Employer, the Employer's contractors,

the fuel supplier, or their respective employees, agents or

representatives; or

(iii) are not attributable to any discriminatory policy or practice of the

Employer, the Employer's contractors, the fuel supplier or their

respective employees, agents or representatives;

(e) prior to the Commercial Operations Date only, loss or damage from a

shipwreck during the course of marine transport of major plant or equipment

to be used in the construction of the Power Station; or

(f) any similar event or circumstance.

2.5.2 Following Clauses shall be read in addition to GCC 2.5.2

Relief for Force Majeure

A Party:

(i) is not in breach of this agreement to the extent that the performance

of its obligations is prevented, hindered or delayed by a Force

Majeure Event for which it has claimed relief;

(ii) cannot claim relief for a Force Majeure Event to the extent that it

could have reasonably foreseen or controlled the event or

circumstance using prudent utility practices and mitigated its effects;

and

(iii) may claim relief for a Force Majeure Event under SCC 2.5.3.

Notice of Force Majeure Events

(a) Duty to report: A Party wishing to claim relief for a Force Majeure

Event shall notify the other Party of the claim as soon as reasonably

practicable and in any case within seven (7) days of the date on which the

affected Party knew, or ought reasonably to have known, that the Force

Majeure Event may have a material impact on the performance of its

obligations.

(b) Contents of notice: A notice given under SCC 2.5.2 (a) shall include

full details of:

(i) the nature of the Force Majeure Event;

(ii) the impact the Force Majeure Event has on the affected Party's

performance of its obligations;

(iii) the measures which the affected Party is taking, or proposes to

take, to mitigate the impact; and


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(iv) any other information relevant to the claim for relief.

(c) Status reports: While the affected Party continues to claim relief it

shall give the other Party reports, at least every fourteen (14) days,

containing:

(i) the information required by SCC 2.5.2 (b);

(ii) if the Employer is the affected Party, details of any material

change in its impact on the Employer's performance of its

obligations; and

(iii) any other information that the other Party reasonably requests.

(d) Cessation: The Party affected shall promptly notify the other Party if

the Force Majeure Event ceases to have any impact on it.

Force Majeure affecting the Employer’s Contractors

The Employer cannot claim relief for a Force Majeure Event for the

following delays unless they are caused by a Force Majeure Event affecting

the Employer's contractors or the fuel supplier and the fuel transporters:

(i) late delivery of plant, machinery, equipment, materials, spare parts,

fuel, water or consumables for the Facility; or

(ii) a delay in performance by any of the Employer's contractors, the

fuel supplier and the fuel transporters.

Insufficiency of funds and payments

Insufficiency of funds is not a Force Majeure Event. A Force Majeure Event

does not relieve a Party of the obligation to make any payment due under

this Contract.

Duty to mitigate and assist

A Party affected by a Force Majeure Event shall use all reasonable

endeavours to mitigate the impact of a Force Majeure Event on the

performance of its obligations. The non-affected Party shall provide

reasonable assistance to the affected Party as it endeavours to mitigate the

impact on the performance of its obligations.

Breakdown of communications

If a Force Majeure Event prevents a Party giving a notice under this

Contract, any period in which that notice shall be given is extended until the

Force Majeure Event no longer prevents the giving of that notice.

2.5.3 GCC 2.5.3 shall be replaced by the Following Clauses

If a Party has been prevented, hindered or delayed by a Force Majeure Event

and it has complied with its obligations under SCC 2.5.1 any time period

specified in this Contract (including the expiry date) for the performance of

that obligation will be extended by a period equal to the period for which the

Party’s performance of its obligations is prevented, hindered or delayed


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solely by the Force Majeure Event.

Provided further that the Completion Date for Provisioning of Services for

the Simple Cycle and Combined Cycle may be extended by mutual

consensus between the Employer and the Service Provider with due

concurrence of the Bank. Such amendment shall be applicable when made in

writing and signed by both the Signatories to the Contract along with the

receipt of a No-Objection Clearance from the Bank.

2.5.4 Notwithstanding the provisions of GCC 2.5.4,

(a) The Employer retains the right to suspend Services in the case of

declaration of a Force Majeure Event. No additional cost for the purpose of

reactivation of Services shall be borne by the Employer with the exception

of air travel costs to and from Bangladesh and reimbursable cost incurred

during the period (to be determined as per unit rates provided in the Bid).

Suspension

(b) The Service Provider will on the instruction of the Employer, which may

be issued at any time after the Execution Date, suspend the affirmative

obligation to perform all or any of the Services for such time as the

Employer may consider necessary and the Service Provider will during such

suspension properly protect and secure the Facility and the Site in such

manner approved by the Employer.

(c) The Employer may revoke any such suspension and require the Service

Provider to recommence the provision of all or any of the suspended

Services. During any period of suspension, the Employer shall on an

ongoing basis keep the Service Provider informed of the likelihood of the

Service Provider having to recommence provision of the suspended Services

and the Employer shall give the Service Provider reasonable notice of

recommencement.

(d) Any reasonable additional costs, which may be incurred by the Service

Provider arising directly out of such suspension (including costs associated

with demobilization of the Service Provider's personnel) will be borne and

paid by the Employer unless the act or omission of the Service Provider or

any breach of the Contract by the Service Provider causes such suspension.

The Service Provider shall take all reasonable steps to mitigate such costs or

losses incurred during suspension.

(e) During any period of suspension the fee(s) payable to the Service

Provider for the Services shall be reduced to be commensurate with the

Services actually provided to the Employer after the suspension in terms of

SCC 2.5.4(b). The reduction in the fee(s) shall be agreed within 14

(fourteen) days of the instruction to suspend the relevant Services, failing

which the Dispute shall be resolved in accordance with the provisions of

GCC 8 along with SCC provisions therein.

2.6.1 Notwithstanding the provisions of GCC 2.6.1


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The Employer may terminate this Contract, by not less than thirty

(30) days’ written notice of termination to the Service Provider, to be given

after the occurrence of any of the events specified in paragraphs (a) through

(j) of this Sub-Clause 2.6.1:

(a) if the Service Provider does not remedy a failure in the performance

of its obligations under the Contract, within thirty (30) days after being

notified or within any further period as the Employer may have subsequently

approved in writing;

(b) if the Service Provider becomes insolvent or bankrupt;

(c) if, as the result of Force Majeure, the Service Provider is unable to

perform a material portion of the Services for a period of not less than sixty

(60) days; or

(d) if the Service Provider commits a breach of any provision of this

Contract (for e.g. meeting compliance with EPC recommendations,

applicable laws, insurance requirements, standing instructions and

procedures, quality standards etc.) including, without limitation, its failure to

remedy a breach of any warranty, covenant or representation made by the

Service Provider in this Contract;

(e) if there has been a change in control of the Service Provider and such

change in control shall, in the opinion of the Employer, give rise to a conflict

of interest or otherwise be detrimental to the Employer's interests;

(f) if the granting of any judgement or arbitral award in the matter of

this Contract against the Service Provider in excess of US$ 1,000,000.00

(one million), (which is not subject to review or appeal or, if it is, such

review or appeal is not diligently pursued) and which judgement or arbitral

award remains unpaid for a period 6 (six) months or is not set aside or

rescinded within such period;

(g) if the Service Provider abandons the operation of the Facility after

the Commercial Operations Date for a consecutive period of 96 (ninety-six)

hours without prior notice to, and the prior written consent of, the Employer;

(h) if beyond the Defect Liability Period (i.e. after the expiry of the

defect liability period), the Service Provider is unable to ensure the Facility

and the Units thereof to achieve a Dependable Capacity which is equal to or

greater than the Contracted Capacity as reflected in the Power Purchase

Agreement upon annual testing of Dependable Capacity; or

(j) if the Service Provider, in the judgment of the Employer has engaged

in corrupt or fraudulent practices in competing for or in executing the

Contract.

For the purposes of this Sub-Clause:

(i) “corrupt practice” is the offering, giving, receiving or

soliciting, directly or indirectly, of anything of value to influence

improperly the actions of another party;


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(ii) “fraudulent practice” is any act or omission, including a

misrepresentation, that knowingly or recklessly misleads, or attempts

to mislead, a party to obtain a financial or other benefit or to avoid an

obligation;

(iii) “collusive practice” is an arrangement between two or more

parties designed to achieve an improper purpose, including to

influence improperly the actions of another party;

(iv) “coercive practice” is impairing or harming, or threatening to

impair or harm, directly or indirectly, any party or the property of the

party to influence improperly the actions of a party;


(aa) deliberately destroying, falsifying, altering or

concealing of evidence material to the investigation or

making false statements to investigators in order to materially

impede a Bank investigation into allegations of a corrupt,

fraudulent, coercive or collusive practice; and/or threatening,

harassing or intimidating any party to prevent it from

disclosing its knowledge of matters relevant to the

investigation or from pursuing the investigation, or

(bb) acts intended to materially impede the exercise of the

Bank’s inspection and audit rights provided for under para.

1.14 (e) of the Bank’s Procurement Guidelines.

2.6.2 Notwithstanding the provisions of GCC 2.6.2

The Service Provider may terminate this Contract, by not less than thirty

(30) days’ written notice to the Employer, such notice to be given after the

occurrence of any of the events specified in paragraphs (a) and (g) of this

Sub-Clause 2.6.2:

(a) if the Employer fails to pay any monies due to the Service Provider

pursuant to this Contract and not subject to dispute pursuant to Clause 7

within forty-five (45) days after receiving written notice from the Service

Provider that such payment is overdue;

(b) if, as the result of Force Majeure, the Service Provider is unable to

perform a material portion of the Services for a period of not less than sixty

(60) days;

(c) if the Employer commits a breach of any provision of this Contract

including, without limitation, its failure to remedy a breach of any warranty,

covenant or representation made by the Employer in this Contract;

(d) if the Employer has committed an event of default under the Power

Purchase Agreement;

(e) if the Committee for environmental authorities of Bangladesh (or its

successor body) or any other material Governmental Approval required for

the operation of the Facility has been indefinitely revoked or has not been


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renewed by the due date for renewal;

(f) if the granting of any judgment or arbitral award in the matter of this

Contract against the Employer in excess of US$ 1,000,000.00 (one million),

(which is not subject to review or appeal or, if it is, such review or appeal is

not diligently pursued) and which judgment or arbitral award remains unpaid

for a period 6 (six) months or is not set aside or rescinded within such

period; or

(g) if the Employer passes a resolution for its voluntary winding-up or

the Employer is placed under judicial management or is finally wound-up

whether voluntarily or compulsorily.

3.1 Following Clauses shall be read in addition to GCC 3.1

Role of the Service Provider

(a) The Employer hereby appoints the Service Provider, which accepts the

appointment, to operate and maintain the Facility on terms and conditions set

out in this Contract. During the subsistence of this Contract, the Service

Provider shall devote so much of his time and attention as is necessary to

ensure the fulfillment of his responsibilities and duties in accordance with

this Contract. The Service Provider undertakes to fulfill its responsibilities

under this Contract in a manner that promotes the business interest of the

Employer and optimizes long term profitability of the Employer, and shall

not do anything which results or may result in a material change in the

business of the Employer.

(b) The Service Provider will assume responsibility for the day to day

operation and maintenance of the Facility and will provide, or arrange to

have provided, such services as are necessary to perform the Services. The

Service Provider’s responsibility for Facility operations will be subject to the

following conditions and limitations:

(i) All Services will be subject to the overall direction and ultimate

control of the Employer.

(ii) All Services will be subject to the Employer’s corporate by-laws,

resolutions and policies and the Standing Instructions and

Procedures, Approved Operating Plan and the Approved Operating

Budget as provided in SCC 13.0.

(iii) The Service Provider will not have any authority or responsibility

over matters unrelated to Facility operations, to sell or otherwise

dispose of any asset or by-product from the Facility, to define the

economic life of the Facility or to retire or shutdown the Facility, or

ally, with respect to any task that is not assigned or approved by the

Employer.

(iv) Except as may be expressly authorized in this Contract or agreed in

writing between the Parties from time to time, the Service Provider

is not authorized to act as the Employer’s agent in performing any of

its obligations hereunder and the Service Provider shall not take any


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action or make any representation that would create the appearance

that the Service Provider is authorized to act in that capacity.

Neither the Service Provider nor its employees, subcontractors or

agents shall be deemed to be the employees of the Employer.

Subject to the terms of this Contract, the Service Provider shall

exercise the sole and exclusive right to control the ways, means and

manner of providing the Services.

(c) Providing the Services

(i) The Service Provider shall provide to the Employer the Services in

accordance with the Contract.

(ii) Save as otherwise provided herein, the Service Provider shall

provide the Mobilization& Take-Over Services for GT and

Combined Cycle during the Mobilization Period and the Operations

and Scheduled Maintenance and Breakdown Repair during the

Operations Period, and the Service Provider shall provide to the

Employer such Services on a continuous basis in accordance with

Appendix A.

(d) The Services

The Service Provider shall provide the Services in order to:

(i) Ensure performance and operation of the Facility in accordance with

the input and output quantities; the input and output specifications;

the plant performance tests; and the applicable quality controls.

(ii) Continuously optimize the performance of the Facility throughout

the term of this Contract by: minimising the consumption of gas,

demineralised water, chemicals, utility power and auxiliary

electrical power and recognise the Employer's intention of

maximising the profitability of the Facility; striving to eliminate the

incidence of losses of, or reductions in, Electrical Energy

generation; and minimising any adverse impact(s) on the operation

of the Facility, if such should occur.

(e) Additional Obligations

The Service Provider shall further to the obligations under SCC 3.1(d) also:

(i) Comply with the EPC Contractor's recommendations during the

Defect Liability Period.

(ii) Keep the Facility and the Site in a fully serviceable condition.

(iii) Prevent premature deterioration or degradation of the Facility

compared to the design life.

(iv) Correct by appropriate measures or repair any damage, the

deterioration or malfunction of the Facility.

(v) Facilitate the renewal or extension of any Relevant Consents and

Instruments.


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(vi) Continuously employ the best available techniques, in the

performance of the Services, provided that such techniques do not

entail incurring excessive costs in the performance of the Services.

(vii) The Service Provider, its employees and its Subcontractors shall

not tamper with the Metering System or the back-up Metering

System;

(viii) Subject to the technical limits, the Service Provider shall operate

and maintain the Plant in a manner compliant with the Bangladesh

Grid Code.

(ix) The Plant shall be operated at the voltage levels pursuant to

Section VIII Performance Specifications.

(x) The Service Provider shall at all time comply with all laws of

Bangladesh applicable to the Service Provider and the Employer.

(f) Compliance

The Service Provider shall at all times perform its obligation under the

Contract in accordance with:

(i) The Standing Instructions and Procedures;

(ii) The applicable laws and all regulations;

(iii) The requirements laid down in the Operating and Maintenance

Manuals;

(iv) Quality standards ISO 9001;

(v) The Maintenance Schedule as approved from time to time by the

Employer;

(vi) Health and Safety Procedures consistent with best international

practices in line with ISO Standard;

(vii) The Service Provider’s facility related Insurance Programs;

(viii) Project Documents (or in the case of Project Documents certified

by the Employer as confidential the abstract provided by the

Employer); and

(ix) Good Operating Practices.

(g) In the event of the Service Provider failing to perform any of the Services

in such manner and without prejudice to the Employer's other remedies

under the Contract or at law, the Employer may instruct the Service Provider

in writing to re-perform any defective Service, replace any personnel failing

to meet the standard required and repair or replace any components of the

Facility (including Spares and Special Tools) damaged as a result of the said

failure at the Service Provider's sole cost and expense, all to the satisfaction

of the Employer. The Service Provider shall promptly attend to this

instruction.


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(h) Environmental issues and generated Wastes

The Service Provider shall:

(i) comply with the terms of all Environmental Law and environmental

Relevant Consents and Instruments relating to the Facility and/or the

Site notified to the Service Provider by the Employer or any

Governmental Authority (and in the case of notification by a

Governmental Authority, the Service Provider shall supply a copy of

such notification to the Employer upon receipt thereof).

(ii) assist the Employer to obtain and maintain all Relevant Consents

and Instruments.

(iii) immediately on being so notified, inform the Employer of any

claim, accusation, notice of violation, demand, action, abatement or

other order (conditional or otherwise) relating to any breach of any

Environmental Law and/or Relevant Consents and Instruments by

the Service Provider or the Employer.

(iv) immediately upon becoming aware of any claim for damages or

indemnity by any third party resulting from a breach of any

Environmental Laws or resulting from any environmental condition

caused by the Service Provider, its contractors, employees, officials

and/or agents at the Facility or Site, notify the Employer of the

nature and extent of that claim, and shall take remedial action at the

sole expense of the Service Provider. Provided further that such

expenses will not be eligible for reimbursement from the Employer.

(v) assist the Employer for the control, disposal and/or removal of any

liquid or non-liquid pollutant of whatsoever nature, which is leaked

or discharged from the Facility onto the Site or any adjoining

property. The Service Provider shall indemnify and hold the

Employer harmless from and against all claims, liabilities, costs,

damages and expenses of any kind in respect of any leakage or

discharge described in the foregoing sentence.

(vi) on the expiry of the Term, or immediately upon termination of this

Contract in terms of GCC 2.6, leave the storage receptacles for

waste on Site for use by the Employer, and such receptacles should

be left empty (subject to operational requirements) and sufficiently

clean for the purposes for which the respective receptacles are

intended.

(l) Health and Safety

(i) Submission of Health and Safety Procedures: The Service Provider

shall prepare and submit to the Employer for approval, as part of the

Standing Instructions and Procedures a comprehensive set of Health

and Safety Procedures, which shall be in compliance with the

Contract. The first submission shall be no later than 3 (three) months

after the commencement of the Operation Period for GT. Revisions


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shall be submitted whenever the Employer or the Service Provider

considers it necessary. The Service Provider shall conform to the

Applicable Laws regulating safety at the workplace.

(ii) Compliance during the Mobilization Period: During the

Mobilization Period, the Service Provider shall ensure that it’s

personnel, and visitors comply with all of the EPC Contractor's Site

safety rules. The Service Provider shall comply with all Applicable

Laws and Site Standing Instructions and Procedures relating to

safety, health and welfare and shall not interfere with, delay or

disturb the EPC Contractor in performing its obligations under the

EPC Contract.

(iii) Throughout the term of this Contract, the Service Provider shall

ensure that its personnel comply with the terms of the following to

the satisfaction of the Employer’s Representative:

a. the Health and Safety Procedures approved by the Employer;

b. all Bangladesh laws and regulations relating to safety, health

and welfare at the workplace;

c. the Employer’s standard procedures and instructions on

health and safety (if any).

(iv) Health, Safety and Environmental Engineer: The Service Provider

shall assign within his scope of personnel, not later than 30 days

before the COD of CC on a full-time basis a suitable qualified

person approved by the Employer to co-ordinate all matters

concerning the establishment of Health and Safety Procedures and

practices at the Facility ("the Health and Safety Officer") including

all environmental aspects of the Plant. Such person shall further be

responsible for periodic compliance auditing and the day-to-day

safety management of Facility and personnel.

(v) Fire: The Service Provider shall ensure that its personnel take all

reasonable steps and precautions to prevent and to minimize the

extent of loss or damage to the Facility and the Site arising from

fire, provided that in so taking such reasonable steps and precautions

the Service Provider does not incur additional expense for the

Employer, and shall comply with the requirements of the insurance

arrangements as regards fire or fire precautions. The Service

Provider shall ensure that no fires are lit on the Site.

(vi) Accidents: The Service Provider shall report to the Employer’s

Representative any accidents suffered by any of its personnel, or

agents in the course of the provision of the Services at the Site and

which they are obliged to report to the responsible health and safety

authorities regulating safety in the workplace.

(m) Emergencies : In the event that there is:

(i) an emergency with respect to the operation or maintenance of the


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Facility which presents a risk of injury to Persons or property,

(ii) a situation requiring immediate action which threatens the

continuous operation of the Facility consistent with the requirements

of this Contract, or

(iii) a situation that requires immediate action to avoid or correct a

violation of laws,

the Service Provider may take such action as is reasonably necessary to

eliminate or abate the effects of such emergency duly informing the

Employer. The Employer will reimburse the Service Provider for all

reasonable costs, expenses and obligations incurred in taking such

actions in accordance with the terms of this Contract and to the extent of

contingencies provided for coverage of such costs in the Approved

Operating Budget.

(n) Standing Instructions and Procedures

(i) The Service Provider shall prepare a set of Standing Instructions and

Procedures which shall include Health and Safety Procedures

providing for the safe, effective and efficient mobilization, operation

and maintenance and Breakdown Repair of the Facility and the Site

and which shall include a detailed listing of all records to be kept in

accordance with the provisions of the Contract.

a. For Gas Turbine, the Service Provider shall submit, for

approval by the Employer, the proposed Standing Instructions

and Procedures to the Employer in sufficient time and detail,

having regard to the aforesaid objectives not later than 6 (six)

weeks from the deployment of Service Provider’s Personnel

at Site for the Mobilization Take-over services. The Standing

Instructions and Procedures for Gas Turbine shall need to be

finalized incorporating Employer’s feedback prior to

beginning Operation’s Period Services for GT.

b. For Combined Cycle, the Service Provider shall submit, for

approval by the Employer, the proposed Standing Instructions

and Procedures to the Employer in sufficient time and detail,

having regard to the aforesaid objectives not later than 6 (six)

weeks prior to the Expected Commercial Operation Date. The

Standing Instructions and Procedures for Combined Cycle

shall need to be finalized incorporating Employer’s feedback

prior to beginning Operation’s Period Services for Combined

Cycle.

(ii) The Standing Instructions and Procedures shall facilitate the

performance by the Service Provider of its duties and

responsibilities under the scope of Services in a manner which is

consistent with the requirements of this Contract, including, without

limitation, SCC 3.1(d) & 3.1(e). The Standing Instructions and

Procedures shall set forth the general written regulations,


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instructions, orders or procedures prepared by the Service Provider

that apply to activities of the Service Provider, the Employer, or

other Persons who undertake activities or otherwise enter upon the

Facility. The Standing Instructions and Procedures shall set forth

health, safety and environmental standards; management

procedures; operating and maintenance procedures; procurement

procedures, quality standards, and any other items reasonably

requested by the Employer.

(iii) The Parties shall jointly establish and mutually agree upon in

writing a procedure, as a part of the Standing Instructions and

Procedures, to be followed by the Service Provider after the

occurrence of any significant operating, maintenance and

management event, including all forced and unscheduled outages

and any other events or causes which may jeopardize the safety of

personnel or property or result in the unavailability or inability to

operate major Facility equipment. Once such a procedure has been

established, the Service Provider shall duly implement the terms

thereof, provided, however, said procedure shall not affect the

Service Provider's rights under SCC 3.1(m)[Emergencies].

(iv) The Standing Instructions and Procedures shall be reviewed from

time to time by the Service Provider and may be amended at any

time following a proposal in writing by either the Employer or the

Service Provider and agreed in the proposed form by the other Party,

as shall be notified in writing. The amendment shall take effect

immediately upon the Service Provider receiving notice thereof.

(v) The Employer may at any time instruct in writing the Service

Provider to depart from any of the Standing Instructions and

Procedures and the Service Provider shall comply with such

instruction. Wherever, in the opinion of the Employer, it is

reasonably practicable to do so, the Employer shall consult with the

Service Provider before giving any such instruction.

(o) Supply & Conversion of Process Inputs

(i) The Employer shall provide at its cost all gas and utility power as

required by the Facility.

(ii) The Employer shall be responsible for the disposal of waste material

(office, overhaul and consumable waste) and waste process by-

products (old lubricants, chemicals, diesel oil and their respective

containers) generated by it at the facility.

(iii) The Service Provider shall with the prior approval of the Employer

assign one of its Personnel to act as the consumable optimisation

consumption officer to be responsible for ensuring the use of

consumables by the Service Provider's personnel in the most

efficient and economical manner. Such officer shall liaise with the

Employer’s Representative and co-operate with him to enable the


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effective and economical use of and consumption of consumables.

The consumables optimization officer will inform the Employer of

any potential improvements in output or efficiency, along with his

estimates of the time and cost savings achieved thereby.

(q) Training and Capacity Building

(i) The Service Provider shall continuously train its personnel and the

Employer’s personnel at the Plant to operate and maintain the

Facility and other facilities at the Site in accordance with a

programme approved by the Employer. For each ‘Contract Year’

during the term of this Contract, the Service Provider and the

Employer shall agree upon an Approved Training Plan and an

Approved Training Budget in accordance with the following:

(ii) The Service Provider will submit to the Employer a proposed

training plan (“Proposed Training Plan”) and a proposed training

budget (“Proposed Training Budget”) for the ensuing Contract Year

pursuant to the following schedule:

a. for the first Contract Year, not later than sixty (60) days after

the commencement of Operations Period for GT;

b. for each Contract Year after the first Contract Year, not later

than ninety (90) days prior to the commencement of such

Contract Year.

(iii) Each Proposed Training Plan shall set forth a training programme

for the Contract Year and shall include such matters as staffing,

content of the training, training schedule and other related

information/assumptions supporting the Proposed Training Budget.

(iv) The Service Provider shall base the Training program for the

Contract Year based on the identified skill gaps in accordance with

the Clause 3.1(q)(viii). The Training program for each Contract

Year shall include besides the areas indicated below any other

training as deemed necessary by the Service Provider for enhancing

the necessary skill to the Employer’s personnel and duly approved

by the Employer in the Training plan. The indicative areas of

training are mentioned below. The list is not exhaustive and the

Service Provider shall include any specific training depending upon

the requirement and skill gap.

a. Training on technical areas of plant operation and the

philosophy of safe operation and familiarity of different parts

of the power plants at least thrice in a year for each

unitseparately;

b. Training on preventive, schedule and breakdown maintenance

along with trouble shooting techniques at least two times in a

year for each unit separately;

c. Training on safety management, quality management, and


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environmental management at least once a year together for

both units;

d. Training on managing stores, inventories and spares at least

once a year together for both units; and

e. Training on commercial agreements at least once a year for

both units

(v) Each Proposed Training Budget shall set forth and include in such

form as the Employer may reasonably request:

a. projection in respect of the cost of staffing, travel and other

expenses of international/national experts and other

administrative expenses.

b. a line by line-item specification as to the various components

of the Budget.

(vi) Within thirty (30) days after receiving a Proposed Training Plan and

Proposed Training Budget, the Employer shall communicate to the

Service Provider in writing any changes, additions or deletions it

wishes made in the Proposed Training Plan and/or any line item in

such Proposed Training Budget. If the Service Provider believes

that any change requested by the Employer will or is likely to

prevent the Service Provider from or hinder the Service Provider in

complying with or performing any of its obligations under this

Contract, it shall send a notice to the Employer of such fact, which

notice shall indicate those Training Plan or line item changes which

may so prevent or hinder the Service Provider. After receiving such

notice, the Employer may, if it desires, adopt the Proposed Training

Budget as submitted by the Service Provider or may add or delete

any item in the Proposed Training Plan and/or substitute for any

disputed line item amount in the Proposed Training Budget the line

item amount in the Approved Training Budget for the current year

until such matter is resolved pursuant to GCC 8 and SCC provisions

thereof. Upon commencement of the new Contract Year and

pending resolution of the disputed matter, the Service Provider must

obtain the Employer’s approval of any expenditure to the Service

Provider in excess of such line item amount. If the Employer does

not respond to the Service Provider within thirty (30) days after

receiving the Service Provider’s notice, then the Proposed Training

Budget and the Proposed Training Plan as submitted by the Service

Provider shall be conclusively deemed to have been approved by the

Employer.

(vii) If on or before the first day of a Contract Year, the Employer and the

Service Provider are not able to agree on a Proposed Training

Budget, thereby establishing an Approved Training Budget for that

Contract Year, then the line items already agreed upon shall

constitute the new Approved Training Budget, with such


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modifications from the prior Contract Year that are inserted pursuant

to SCC 3.1(q) (ii). Once the Employer and the Service Provider have

agreed upon a complete Approved Training Budget for a given

Contract Year, such Approved Training Budget shall apply

retroactively to the first day of that Contract Year and any

differences in amounts payable shall be promptly adjusted and

reconciled.

(viii) The Proposed Training Budget, as adjusted and agreed to by

the Employer and the Service Provider, shall be referred to as the

"Approved Training Budget".

(ix) The Service Provider shall ensure the execution of the training

programme as per the Approved Training plan and carry out skill

assessment of the personnel being trained. The Service Provider

should prepare a set of KPIs (Key performance Indicators) for the

skill assessment of the personnel and facilitate for re-training of the

personnel in case of any skill gap. The Service Provider shall, based

on these KPIs carry out a benchmarking exercise to illustrate the

performance of the facility and personnel and ensure through these

training programmes that the performance is amongst the best in the

region.

(x) The Service Provider shall obtain and renew any certificates or such

other evidence of qualification required for any personnel to operate

and maintain the Facility.

(xi) If requested by the Employer, the Service Provider shall from time

to time provide to the Employer with documentary evidence of the

competence of its personnel including details of previous experience

and qualifications and their familiarity with and knowledge of the

Facility and the Site and the Standing Instructions and Procedures

and the Health and Safety Procedures.


CONFIDENTIALITY

Non-disclosure

(a) During the term of this Contract or within two (2) years after the

expiration of this Contract, the Service Provider, and the Personnel of either

of them shall not:

(i) disclose any proprietary or Confidential Information relating to the

Facility, the Services, this Contract, or the Employer’s business or

operations to any third person without the prior written consent of the

Employer; and

(ii) use any document or other information obtained in connection with

this Contract which relates to the other Party’s undertakings except for

the purpose of performing its obligations and exercising its rights


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under this Contract.

Protection of Confidential Information

(b) To protect the Confidential Information of the Parties, each Party shall

adopt and maintain basic security measures of the kind commonly observed

in industries, which rely extensively on proprietary information. Such

security measures shall include, to the extent appropriate, physical security

measures, restrictions on access by unauthorised personnel, use of

confidentiality agreements with personnel, legending, systematic segregation

and appropriate record retention systems.

Public information

(c ) SCC 3.3 (a) does not apply to:

(i) any information in the public domain otherwise than by breach of this

Contract;

(ii) information already in the possession of a third person before it was

disclosed to it by a Party to this Contract and which was not obtained

by that third person under any obligation of confidentiality; and

(iii)information obtained from a third person who is free to disclose that

information and which is not obtained under any obligation of

confidentiality.

Permitted disclosure

(d) Subject to SCC 3.3(e) & GCC 3.3, a Party may disclose the terms and

conditions of this Contract, the Project Documents and any other agreements

relating to the Facility and any data or information acquired in connection

with them without the consent of the other Party:

(i) having made them aware of the requirements of SCC 3.3(d) to any

affiliate of that Party; any outside Service Provider or advisers

engaged by or on behalf of that Party which is acting in that capacity;

prospective lenders and investors in the company, the Lenders, the

Lenders' Representative, any security trustee, any bank or other

financial institution and its advisers from which that Party is seeking,

or has obtained, finance or equity; and any director, employee or

officer of that Party;

(ii) to any Bangladesh Government Instrumentality or other appropriate

regulatory or statutory authority;

(iii)as required by the rules of a relevant and recognized stock exchange;

(iv) as required by any applicable law of Bangladesh or in accordance with

an order of any court of competent jurisdiction; or

(v) to any insurer under a policy of Insurance.

Conditions of permitted disclosure

(e) A Party may only make the disclosures permitted by SCC 3.3(d), if that


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disclosure is:

(i) made in good faith; and

(ii) necessary to allow that Party to perform or enforce its rights under this

Contract, the Project Document or any other agreements relating to

the Facility; to comply with the requirement referred to in SCC 3.3(d)

(ii), (iii) and (iv); or carry on its ordinary business.

Security of Confidential Information

(f) The Service Provider will appoint a member of its Personnel as the local

security officer. Such person will be responsible for the implementation of

all security arrangements, contained in the Standing Instructions and

Procedures, concerning Confidential Information, the Facility and the Site,

the Spares, the Service Provider's personnel and the laboratories, workshops

and offices in which they are employed.

(g) The local security officer appointed in terms of SCC 3.3(f) will be

responsible for the training and supervision of the Service Provider's

personnel to ensure that the security requirements as per the stipulations for

the Key Point Installations issued by Bangladesh Government is fully

complied with.


INSURANCE

(a) The Service Provider and/or its Subcontractors shall at their respective

cost obtain and maintain in full force and effect throughout the term

with the insurer the following insurance:

(i) professional indemnity insurance;

(ii) third party liability insurance;

(iii)Workmen’s Compensation;

(iv) All risks of loss or damage to the Service Provider’s and/or its

Subcontractor’s equipment and consumables to the full value

thereof; and

(v) Employer’s Liability Insurance,

in the sums and on the terms more fully set out in Appendix H1 of the

Schedule. The Service Provider at the Employer’s request shall provide

evidence to the Employer showing that such insurance has been taken

out and maintained and that the current premiums have been paid.

(b) The Service Provider shall have waivers of subrogation in favour of the

Employer and such financial institutions (providing applicable

insurance schemes) as advised by the Employer, included in the

insurance referred to in SCC 3.4(a).

(c ) All deductibles applicable to the insurance required by SCC 3.4(a) shall

be for the account of, and paid by the Service Provider and/or its

Subcontractors.


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(d) The Service Provider shall furnish to the Employer certificates of

insurance giving evidence of the types and scope of each insurance

cover and a statement that no insurance will be cancelled or materially

changed or not renewed on or before expiry during the term without 30

(thirty) days prior written notice to the Employer and the financial

institutions providing such insurance cover.

(e) The Service Provider shall furnish copies of broker’s certificates of all

relevant insurance policies to the Employer, upon request.

(f) If the Service Provider fails or refuses to obtain any insurance policy

required to be effected by it under SCC 3.4(a) or to provide the

Employer with renewal certificates as and when required, the

Employer shall without prejudice to any of its other rights, have the

right to procure such insurance policies at the Service Provider’s

expense in which event any sums so paid by the Employer in this

regard, shall immediately become due and payable to the Employer by

the Service Provider and the Employer shall be entitled to deduct such

amount from any monies due or which may become due to the Service

Provider.

(g) The Employer shall, at its own cost, obtain and maintain in full force

and effect throughout the term of this Contract the insurance set out in

Appendix H2 of the Schedule.

(h) The Employer shall provide a waiver of subrogation in favour of the

Service Provider, its Subcontractors and their employees and agents

included in the insurance referred to in Appendix H. The Employer

shall notify the Service Provider of any material change or cancellation

of such insurance.

(j) Save as provided in SCC 11(u), all deductibles applicable to the

insurance specified in Appendix H shall be for the account of and paid

by the Employer.

(k) The Service Provider shall give the Employer prompt notification of any

claim with respect to any of the insurance policies accompanied by full

details of the incident giving rise to such claim and the Employer shall

afford the Service Provider all such information as may be required for

the preparation and negotiation of insurance claims.

(l) During the Contract Period, the Service Provider shall comply with all

the conditions of the insurance policies and all requirements of insurers

in connection with the settlement of claims, the recovery of losses and

the prevention of accidents and shall bear its own cost of the

consequences of any failure on its part to do so.

(m) Neither Party shall do or omit to do anything, which might render

unenforceable any of the insurance policies or entitle insurers to

repudiate claims made to avoid liability under such insurance policies.

3.5(d) The other actions are:


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1. Appointment & Change of Service Provider's Representative as per

SCC 1.6

2. Service Provider's Change as per SCC 2.4(k)

3. Subcontracting of Services as per SCC 3.1(k)

4. Health & safety Procedures as per SCC 3.1(l)

5. Standing Instructions & Procedures as per SCC 3.1(n)

6. Training Budget Expenditure as per SCC 3.1(q)

7. Leave of Service Provider's Personnel as per SCC 6.1

8. Disposal of Items as per SCC 10.0(k)

9. Removal of Spares from Site as per SCC 10.0(m)

10. Annual Operating Plan as per SCC 11.0(g)

11. Expenditure Beyond Budgeted Limit as per SCC 13.0(e)

3.7 NONE


Liquidated damages.

The liquidated damages payable under this Contract are the following:

The Liquidated Damage shall be consistent with the Power Purchase

Agreement. The Service Provider shall provide forty percent (40%) of the LD

to be imposed by the BPDB as per the PPA signed with EGCB.

Limitation of Liability

(c) The maximum liability of the Service Provider for all claims for breach

of the Contract arising in any Contract Year (excluding any liability under

SCC 3.8.1(f) shall not exceed ten percent (10%) of the Annual Management

Fee Payable to the Service Provider for that Contract Year or part thereof.

(d) The limitation of liability in SCC 3.8.1(a) above shall not apply to, and

any calculation carried out to establish whether the limits specified in this

SCC 3.8.1(b) have been attained, should not take into account:

(i) any liability in respect of the death of personal injury of any person

(other than any person employed by the Employer) caused by the

Service Provider’s negligence, or

(ii) any liability attributable to the Service Provider’s gross misconduct.

(e) The maximum liabilities referred to in SCC 3.8.1(a) in respect of the

Contract Period shall bear the same relation to the maximum liabilities in

respect of a Contract Year as the number of days in that period bears to 365

(three-hundred and sixty-five) days.

Consequential Losses

(f) Neither the Employer nor the Service Provider shall be liable to the other

by reason of any breach of the Contract for any loss of profit, loss of use,

loss of Electrical Energy generation, loss of contracts or for any financial or


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economic loss for any indirect or consequential damage whatsoever that may

be suffered by the other except where the damage arises from the gross

negligence of the other Party and/or any of contractors, agents, officers or

employees.

3.8.3 Notwithstanding the provisions of the GCC,

(a) The Service Provider shall incur a Performance Penalty payable to the

Employer for every Contract Year when:

(i) the Heat Rate value is more than as agreed upon at the beginning of

the Contract Year between the Parties pursuant to the PPA, and the

penalty shall be established according to the provisions of Appendix

G.

(b) Provided further that the Performance Penalties may be increased by the

application of Appendix G.

(c) The Employer shall calculate the Performance Penalties in accordance

with Appendix G.

(d) The Service Provider shall not be liable for Performance Penalties in any

Contract Year to the extent that the event giving rise to the Performance

Penalties is directly attributable to a latent defect, a defect arising from the

Employer, a Defect arising during the Defect Liability Period for which the

EPC Contractor is responsible for under the EPC Contract or a breach by a

party to a Project Document of its obligations under the relevant Project

Document not being the Contract.

(e) The Performance Penalties are agreed by the Parties to be a responsible

pre-estimate of the loss or damage which the Employer will incur in the

event of the occurrence of any event or series of events giving rise to a

Performance Penalty.

3.9 Following Clauses to be read in addition to GCC 3.9

(a) In connection with the execution and delivery of this Contract, the

Service Provider shall deliver to the Employer the Performance Guarantee as

security for the performance of its obligations under this Contract.

(b) The Service Provider shall ensure performance security from any

schedule bank in Bangladesh of amount equal to five percent ( 5%) of the

contract price shall at all times remains valid, enforceable and in full force

and full effect in the full required amount through the period ending one

hundred and eighty (180) Days after the full and final settlement of all

claims and payments required to be made between the Parties under this

Contract, including any claims for indemnification under SCC 15 having

been made prior to such date.

4.1 Following Clauses to be read in addition to GCC 4.1

(a) At all times during the Contract Period, the Service Provider shall

employ on a full-time basis at the Facility and the Site, personnel to assume


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the positions detailed in Appendix C which post award shall be finalized by

the Service Provider after discussion with the Employer. Provided further,

that no Service Provider’s personnel shall leave the Site for a consecutive

period of 24 hours without prior notice to and the prior written consent of

the Employer.

(b)Deleted.

(c) The Service Provider shall at all times ensure that its personnel and all

others present on the Site comply with such rules, regulations and

requirements (including those relating to security arrangements) for the

conduct of persons at the Site as are contained from time to time in the

Standing Instructions and Procedures. The Service Provider shall agree with

the Employer an appropriate form of working dress code for all personnel

provided by the Service Provider.

5.1 Following clauses shall be read in addition to GCC 5.1

Relevant Consents and Instruments

(a) The Employer shall be responsible for obtaining and maintaining all

Relevant Consents and Instruments.

(b) The Employer shall, promptly upon receipt thereof, provide the Service

Provider with copies of any and all environmental license/s relating to the

Facility and the Site obtained by the Employer and the terms and conditions

of, and all orders, notices, directions, applications, appeals and Reports and

Records relating to any environmental license affecting the Facility.

(c) The Employer shall without prejudice to the terms of SCC 3.1(h) provide

the Service Provider with full assistance and co-operation in obtaining and

maintaining all Relevant Consents and Instruments and others required by

the Service Provider.

Rates, Insurance and Permit Renewals

(d) The Employer shall be responsible for the payment of all business rates

(or any taxation on the Site levied in substitution or addition thereto) and

insurance premiums in accordance with SCC 3.4(g).

(e) The Employer shall be responsible for all fees payable to any

Governmental Authority in connection with the renewal, extension or

variation of any Relevant Consent and Instrument.


The Facility and the Site

(a) The Employer shall procure that:

(i) the EPC Contractor shall allow the Service Provider such access to

the Facility and the Site as the Service Provider reasonably requires

to provide the Mobilization Services, and

(b) The Employer shall provide the Service Provider with free and


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unencumbered access to and, so far as contemplated by the Contract, control

of the Facility and the Site from the Commercial Operation Date.

(c) The Employer shall give the Service Provider notice of the period of any

anticipated delay beyond the Expected Commercial Operation Date as soon

as the Employer becomes aware of circumstances, which could lead to a

potential delay.

(d) The Employer will provide office spaces including furniture and office

equipment in the plant site for the personnel of the Service Provider. The

Employer may provide to the Service Provider any residential

accommodation for any staff of the Service Provider in the premises of the

Employer’s staff colony based on mutually agreed terms and conditions with

the Service Provider. Provided further that the Employer shall not provide

any transport facility to any staff of the Service Provider during the Contract

Period.

Documentation

(e) The Employer shall provide the Service Provider with one copy of the

Design Documentation as soon as the Employer has approved such Design

Documentation, and the technical Operating and Maintenance Manuals

made available by the EPC Contractor. These documents shall be provided

to the Service Provider as and when documents are made available to the

Employer by the EPC Contractor.

(f)The Employer shall supply the Service Provider with details of any

material amendments to the Project Documents promptly after approval by

the Employer.

(g) The Service Provider shall be responsible for managing the performance

according to the Project Documents, guidelines of manufacturers/ EPC

Contract, recommendations (if any) of the Employer’s Engineer’s duly

approved by the Employer, the Power Purchase Agreement, the Insurance

Agreement and relevant regulations of Government of Bangladesh and

industry best practices pertaining to operations and maintenance.

Supplies by the Employer

(h) The Employer shall provide at its cost, Special Tools and Strategic

Spares to provide the Services in terms of the Contract, subject to the

provisions of Appendix F.

(j) The Employer pursuant to the EPC Contract for GT and Combined Cycle

shall procure from the EPC Contractor all necessary spares, equipment/

equipment parts, materials consumables (air filters, lube oil for topping up)

during the Defect Liability Period as applicable for GT and Combined Cycle

and the EPC Contractor for GT and Combined Cycle shall make available

such items in a proper manner to the Employer’s stores at Site.

(k) The Employer shall procure LTSA for GT which will encompass supply

of spares and overhauling services for Hot Gas Path Inspection (HGPI) and

Major Overhaul of the GT over the duration of this Contract.


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Office Facilities

(o) The Employer shall store the Strategic Spares, Consumables and running

spares in a warehouse, at the Facility. The Service Provider shall upon

permission of the Employer use this Strategic spares when required.

Facility

(p) The Employer will, by not later than the Commercial Operation Date,

provide to the Service Provider for use in the Facility a stock of Employer’s

Spares, Strategic Spares and such remaining commissioning consumables

handed over by the EPC Contractor. A list of workshop and mobile

equipment supplied as part of the EPC Contract is provided in Appendix F.

6.1 Notwithstanding the Provisions of GCC 6.1,

(a) Payment for the Service Provider shall be determined on the basis of time

actually spent by the Service Provider’s Personnel (as set out in Appendix C

in the staffing Schedule) in the performance of the Services after the date

determined in accordance with Clause GC 2.1 and Clause SC 2.1 (or such

other date as the Parties shall agree in writing), at the rates referred to in

Clause SCC 6.3.1.

(b) Reimbursable expenses actually and reasonably incurred by the Service

Provider in the performance of the Services, as specified in Schedule 3

(Reimbursable) of section V, Activity Schedule.

(c) The Personnel shall not be entitled to be paid for overtime nor to take

paid sick leave or vacation leave except as specified in Appendix C hereto,

and except as specified in such Appendix, the Service Providers’

remuneration shall be deemed to cover these items. All leave to be allowed

to the Personnel is included in the staff-months of service set forth in

Appendix C. Any taking of leave by Personnel (2 times per year not more

than 10 days at a time) shall be subject to the prior approval by the Employer

and the Service Provider who shall ensure that absence for leave purposes

will not delay the progress and adequate supervision of the Services.

6.2(a) The amount in local currency is:

6.2(b) The amount in foreign currency or currencies is or are:


Performance Penalties

(a) The Employer shall subtract from the Management Fee as Performance

Penalties in respect to performance of the Facility and the Services in

accordance with SCC 6.3.2 and GCC 6.3.2 and save as expressly provided

otherwise by the Contract the Performance Penalties shall not be varied for

any reason.

(b) The Performance Penalty shall be calculated by the Employer in respect

of each 6 (six) Month period of each Contract Year and shall be advised to

the Service Provider by the Employer within 14 (fourteen) Business Days of


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the end of the above mentioned 6-month period. Any Performance Penalty

so calculated shall be deducted by an amount equal to the Performance

Penalty from the Management Fee for that period.

(c) A reconciliation based on the actual performance of the Facility shall be

undertaken by the Employer within 3 (three) Months of the end of each

Contract Year in respect of Performance Penalties due in that Contract Year

providing that the first such reconciliation shall be undertaken within 3

(three) Months of the end period covered by the first Annual Operating Plan.

Any reconciliation payments due shall be made by adjustments to the

Management Fee payable at the end of the following Month or in the case of

the last Contract Year within 45 (forty-five) days of ascertainment.


Service Provider’s Fee

The Service Provider's Fee is the total remuneration under the Contract for

the provision of the Services.

Payments will be made to the Service Provider on a Time Based Basis for

the staff-months of the various expert positions for GT and Combined Cycle

according to the Schedule 2 (Remuneration) Activity Schedule stated in the

Bidding Document. The advance payment shall be made against a bank

guarantee issued by any schedule Bank in Bangladesh for the same amount

by the Service Provider, and shall be valid for the period stated in the

Bidding Document. Any other payment shall be made after the conditions

listed in the SCC 6.4(j) for such payment have been met, and the Service

Provider have submitted an invoice to the Employer specifying the amount

due.

Mobilization& Take over Period

(a)The Employer shall pay the Service Provider the Mobilization Fee set out

in Table 1&2 SectionV, Activity Schedule of Bidding Document as the sole

remuneration for the provision of the Mobilization Services. Save as

expressly provided by the Contract the Mobilization Fee shall not be varied

for any reason.

(i) Payment for the Service Provider shall be determined on the basis

of time actually spent by the Service Provider’s Personnel (as set

out in Appendix C in the staffing Schedule) in the performance of

the Mobilization Services.

(b) The Mobilization Fee shall be payable as per the Payment Provisions

detailed in Section V, Activity Schedule of Bidding Document subject to

adjustments against Advance Payment as set out in Section V, Activity

Schedule of Bidding Document. Payment shall be made by direct bank

transfer to such account as Service Provider may designate, from time to

time, upon reasonable prior written notice to Employer.

(c) Except as provided in this SCC 6.4(f), the amount of the Mobilization

Period Budget is payable on the basis of person-months spent in each of the


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months from the commencement of the Mobilization Period. If the

Mobilization Period continues beyond one (1) Month for GT and two (2)

months for CC respectively, then the Mobilization Period Budget shall be

increased by staff-months specifying each such additional Month (and

prorata for any portion of a Month) and each such expert position as required

for the additional services as agreed between the Employer and Service

Provider in writing.

Operation’s Period

(d) the Employer will make the following payments to the Service Provider

which will constitute Service Provider’s exclusive compensation and

reimbursement for, or in connection with, the Services rendered by the

Service Provider under the Contract:

(i) Management Fee payable on Monthly basis as set out in Appendix

B1 of the Schedule. Payment for the Service Provider for the

Contract Period shall be determined on the basis of time actually

spent by the Service Provider’s Personnel (as set out in Appendix C

in the staffing Schedule) in the performance of the Services.

(ii) As soon as practicable and not later than fifteen (15) days after the

end of each calendar month during the period of the Services, the

Service Provider shall submit to the Employer, in duplicate,

itemized statements, accompanied by copies of invoices, vouchers

and other appropriate supporting materials, of the amounts payable

pursuant to Clauses GC 6.3 and GC 6.4 for such month.

(iii) Separate statements shall be submitted in respect of amounts

payable in foreign currency and in local currency. Each statement

shall distinguish that portion of the total eligible costs which

pertains to remuneration from that portion and which pertains to

reimbursable expenses.

(iv) Payments for periods of less than one month shall be calculated on a

calendar-day basis for time spent away from home office (one day

being equivalent to 1/30 th of a month).

(v) Reimbursable Expenses as set forth in SCC 6.4(e) below.

Reimbursable Expenses

(e) Subject to SCC 13, the Employer shall reimburse the Service Provider,

on a monthly basis, in the manner set forth in SCC 6.4(k) below, for the

following costs and expenses (“Reimbursable Expenses”):

(i) Monthly Reimbursable Expenses based on the Annual Reimbursable

Expenses as per Schedule 3(Reimbursable) of Section V Activity

Schedule.

Invoicing and Payment

(f) The Service Provider shall prepare and submit to the Employer invoices


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for Management Fee, Reimbursable Expenses due the Service Provider to

the extent specified in SCC 6.4(j) at least monthly on or as soon as practical

after the first day of each calendar month which invoice shall detail:

(i) any Management Fee payable pursuant to SCC 6.4(g)(i)

(ii) Service Provider Reimbursable amounts as determined in

accordance with SCC 6.4(j)

(iii) the amount of any interest payable by the Employer under SCC 6.5

(a), ( b); and

(g) Payments shall be made to the Service Provider in accordance with the

Payment provisions during Operation’s Phase for GT & Combined Cycle of

Sec V Activity Schedule of the Bidding Document and other applicable

provisions thereof. Payment shall be made by direct bank transfer to such

account as Service Provider may designate, from time to time, upon

reasonable prior written notice to Employer.


Late and Early Payments

(a) Any payments under the Contract that remains unpaid after the due date

shall accrue interest at the Reference Interest rate from the day after such

due date until the date payment is actually processed. The Employer shall be

entitled to a discount of one half percent (0.5%) of that portion of an invoice

paid within ten Days after the receipt Date.

(b) The right of either the Employer or the Service Provider to receive

interest/ discount whichever is applicable on the late or early payment of any

sum shall be without prejudice to such other rights which either the

Employer or the Service Provider may have in respect of such late payment.

Disputed Amounts

(c) If the Employer disputes the whole or any part of any invoice, or

supporting evidence issued by the Service Provider pursuant to this Clause,

the Employer shall pay such amount of the invoice in question, which is not

in Dispute, and shall be entitled to withhold the balance pending resolution

of the Dispute.

(d) In the event of a dispute by the recipient of an invoice as to the

correctness of any amount invoiced, then the recipient of an invoice shall

notify the other Party by 7 Business Days from the date of submission of

invoice of such dispute and within three Business Days thereafter the Parties

shall consult together about the dispute. If the Party issuing the invoice

agrees there is an error, it shall issue a revised invoice. If the Party issuing

the invoice does not agree that there is an error, the invoice recipient shall

pay the undisputed portion of the invoice in full on or prior to the due date.

(e) Upon resolution of any disputed amounts, whether through

negotiations or pursuant to GCC & SCC 8, the paying Party shall remit the

amount which is settled in the negotiations between the Parties or pursuant


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to GCC Clause 8 in full.

6.6.1 Not applicable.

8.2.3 The Adjudicator is ____________________. Who will be paid a rate of

____________________ per hour of work. The following reimbursable

expenses are recognized: ____________________

8.2.4 Following Clauses to be read in addition to GCC 8.2.4

Arbitration

Where any Dispute is not resolved in accordance with GCC 8.1, then the

following provisions apply:

(a) the Dispute may be submitted to arbitration at the request of either

Party by giving notice to the other Party (a ‘Notice of Reference’) and will

be finally determined under the Arbitration Act 2001 of Bangladesh;

(b) the arbitration will take place in Dhaka;

(c) the arbitration will be in English;

(d) the arbitration will take place before a panel of 3 arbitrators agreed to

by the Parties; and

(e) the Parties shall agree on the identity of the arbitrator(s) within 15

days of the receipt of the Notice of Reference by the relevant Party. If the

Parties do not appoint the arbitrator(s) within this period, the arbitrator(s)

shall be appointed in accordance with the Arbitration Act.

Related Disputes

(a) Project Dispute

If a dispute arising out of a Project Document referred or to be referred to

arbitration (a ‘Project Dispute’):

(i) raises issues which are substantially the same as or connected with

issues raised in a Dispute which has already been referred to arbitration (a

‘Related O&M Dispute’); or

(ii) arises out of substantially the same facts as are the subject of a

Related O&M Dispute,

the arbitration panel appointed or to be appointed in respect of the Related

O&M Dispute may, with the Parties consent, become the arbitration panel in

respect of the Project Dispute. The arbitration panel has the power to make

all necessary directions as to the determination of the Project Dispute and the

Related O&M Dispute as it may consider appropriate.

Joining parties

The arbitrators of any dispute shall, upon the request of either Party, join any

party to a Project Document to the proceedings in relation to that Dispute.

Arbitration awards to be binding


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The Parties shall carry out any award of the arbitrators without delay.

Awards are final and binding as from the date they are made or the date

specified in the award.

8.2.5 The designated Appointing Authority for a new Adjudicator is:

9.0 This clause SCC 9.0 has been introduced after GCC 8.2.5

The Site

(a) The Service Provider shall from the Commercial Operation Date,

takeover from the EPC Contractor / existing operator at Plant, operate and

maintain the same, the Access Control and security functions of the Site.

Access List

(b) The Service Provider shall submit in writing to the Employer for its

prior approval a list of its personnel, who shall have access to the Site in

connection with the performance of the Services ("the Access List"). The

Access List shall specify the capacities in which the personnel will be

involved in the performance of the Services and the Service Provider shall

incorporate into such list other particulars as the Employer may reasonably

require. The Service Provider shall update the Access List, from time to

time.

Passes

(c)The Service Provider shall be responsible for issuing passes for

admission to the Site and shall issue necessary passes to personnel of the

Employer named by the Employer’s Representative and such other persons

having need or entitlement to be admitted to the Site, as advised by the

Employer’s Representative, from time to time. The Service Provider shall

maintain a register of all passes issued.

Controlling Access

(d) After the Commercial Operation Date, the Service Provider jointly with

the Employer’s Representative shall be responsible for controlling access to

the Site. The Service Provider shall ensure that only persons in possession

of a valid pass shall be admitted to and on the Site. The Service Provider

shall liaise with the local police and other authorities within the knowledge

of the Employer and shall prepare and implement an emergency evacuation

procedure for the Site.

Site Conditions

(e)The Service Provider shall be deemed to have visited the Site and have

satisfied himself as regards access to the Site, the contours thereof, the risk


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of injury or damage or property adjacent to the Facility or to the occupiers

of such property, the nature of the Facility, the conditions under which the

Services will have to be carried out, the supply of and conditions affecting

labour, the facilities for obtaining any materials whether or not for

incorporation into the Facility, the current environmental status of the Site

and generally to have obtained its own information on all matters affecting

the performance of the Services and the obligations of the Service Provider

in terms of the Contract.

(f) The Service Provider accepts the Site, in its present condition and

subject to the performance by the EPC Contractor of its obligations under

the EPC Contract as being entirely suitable in all respects for provision of

the Services in terms of the Contract.

(g) The Service Provider is deemed to have carried out all investigations

into and made other assessments of the environmental status of the Site and

accepts as its own responsibility any environmental condition affecting or

which comes to affect the Site which the Service Provider or its personnel,

agents shall have created or contributed to. The Service Provider hereby

waives any rights or claims which, but for the provisions of this Clause (g),

it might otherwise have, or came to have, against the Employer in respect of

any environmental condition affecting or which comes to affect the Site.

(h) Subject to the remaining provisions of the Contract, no claim by the

Service Provider for additional payment will be allowed on the ground of

any misunderstanding or misinterpretation in respect of any matter nor shall

the Service Provider be released from any risks or obligations imposed on

or undertaken by him under the Contract on grounds that he did not or could

not foresee any matter which might affect or have affected the performance

of the Services.

(j) The Employer and the Employer’s Representative shall at all times have

access to all workshops and other places where work is being undertaken or

prepared or equipment or materials are being obtained for the performance

of the Services.

(k) The Employer and the Employer’s Representative shall in exercising its

rights of access to the Site and other places comply with all relevant health

and safety requirements, including reasonable instructions and directions

issued by the Service Provider.


Spare Parts And Special Tools

(a) Inspection of Employer’s Spares: Upon delivery of the Employer’s

Spares (by or on behalf of the Employer) the Service Provider shall:

(i) subject them to a reasonable visual inspection, and such additional


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inspection and testing as may be necessary and practicable to check

that they are not defective or deficient for the purpose for which

they have been provided and as can reasonably be carried out within

the under mentioned period.

(ii) notify the Employer within 7 (seven) days of any Defects discovered

provided that items issued in a "preserved, identified and packaged"

condition shall not be unpacked earlier than is necessary and for

such items the said 7 (seven) days shall commence from the date on

which the relevant packages are opened.

(b)Where the Service Provider cannot reasonably carry out the inspection

and testing within the prescribed period as required by SCC 10(a), whether

after receipt or unpacking, as the case may be, he shall inform the Employer

promptly of the position and advise the Employer when he can commence

the inspection and testing. If the Employer agrees thereto, he shall carry out

the inspection and testing on the date agreed to, failing which such testing

and inspection shall be undertaken within the prescribed period and the

Service Provider shall notify the Employer within 7 (seven) days of

completion of such inspection and testing of any deficiencies thereby

discovered.

(c) The Employer shall within a reasonable time of the receipt of any notice

under SCC 10(a) or SCC 10(b) replace, re-issue or authorize repair of the

Employer’s Spares, to the extent that the Service Provider and the Employer

agree that the Employer’s Spares are defective or deficient.

Strategic Spares

(d) The Employer shall purchase certain Strategic Spares, which the Service

Provider shall not be entitled to use, except with the express written

permission of the Employer.

(e) The Employer shall supply the Service Provider with a list of Strategic

Spares, which the Employer intends to purchase. The Service Provider shall

make recommendations to the Employer on any additional items, which

should be added to the list, on the basis that such Strategic Spares are

necessary for attending to major Breakdowns, in the absence of which loss

of production could ensue. The Employer shall, in its sole discretion, accept

or reject the Service Provider’s recommendation.

(f) The Employer shall deliver the Strategic Spares in the final Inventory List

to the Service Provider, who (Service Provider) shall be responsible for their

storage in accordance with the manufacturer’s recommendations.

LTSA Spares

(g) The Employer shall procure LTSAs for the GT pursuant to SCC 5.3(k).

The spares for Hot Gas Path Inspection (HGPI) and Major Overhaul of GT

over the duration of this Contract shall be procured from the LTSA service

provider. The Service Provider shall have the overall responsibility for


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procurement of LTSA spares in accordance with SCC 3.1(p)(iii). Any LTSA

spares delivered to the Site by the LTSA service provider shall be stored at

the Site by the Service Provider in accordance with the LTSA service

provider’s recommendations.

Reworked Spares

(h)The Service Provider shall ensure that any Spares reworked by the

Service Provider for use in the Facility shall be, of the same specifications

and design and of at least the same quality as those parts being replaced and

that any parts from the Facility which shall be refurbished or repaired by the

Service Provider shall be refurbished or repaired to a standard, acceptable to

both Parties.

(i) Any Reworked Spares shall become the property of the Employer when

the same have been incorporated into the Facility and any part which has

been removed and will not be refurbished for re-use in the Facility shall be

disposed of by the Service Provider after obtaining prior approval of the

Employer.

Title to Employer’s Spares

(j)All Employers’ Spares at the Site shall, if delivered by the Employer to

the Service Provider, remain the property of the Employer. Employer’s

Spares shall not be removed from Site or used for any purpose whatsoever

other than the provision of the Services without the prior approval of the

Employer.

Service Provider’s Responsibility for Spares

(k) With effect from the handover of spares by the Employer to the Service

Provider, the Service Provider shall be responsible for the safe custody and

due return of the Employer’s Spares and shall be responsible for any loss

thereof or damage thereto from whatever cause until redelivered in

accordance with the Employer's instructions. The Service Provider shall

properly manage the storage, correct environmental conditions, stock control

procedures, inventory record accuracy, security and day-to-day good

Housekeeping of all Spares. Spares going off-site in transit for any purpose

approved by the Employer, including repair and refurbishment shall be

packed and secured in a manner to enable the safe transportation, to and

from the Facility, without any loss or damage to such spares. The Employer

shall confirm to the Service Provider that adequate insurance covering

against damage and/or loss, and the return of the Spares to the Facility is in

place before Spares go off-site.

Disposal of Spares

(l) The Employer shall issue instructions for the disposal of redundant

Spares and the removal of parts, and such property shall not be, as between

the Parties, at the risk of the Service Provider once it has been disposed of in

accordance with the Employer's instructions. The proceeds of sale of any of


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the same shall be for the account of the Employer.

Records

(m) The Service Provider’s representative shall maintain complete records of

all Spares received, used, disposed or returned under SCC 10 and shall

supply a copy of the records to the Employer as per details set out in

Appendix B.

(n) The Employer shall have the right to audit the stock of Spares and

Special Tools and any deficits in the stock of Spares and Special Tools

resulting from losses, damage or otherwise unaccounted for shall be for the

account of the Service Provider except where such deficits are solely the

result of any act or omission of the Employer.

(o)The Service Provider shall replace those lost, damaged and unaccounted

for Spares and Special Tools, promptly after receiving an instruction to this

effect from the Employer.

Special Tools, Other Tools and Consumables

(p) The Employer shall deliver to the Service Provider,the tools ("the Special

Tools") supplied to the Employer by the EPC Contractor under the EPC

Contract. The Service Provider shall bring to the notice of the Employer any

Special Tools, which are damaged and unfit for their intended purpose. The

Employer shall arrange for replacement of damaged tools from the EPC

Contractor.

Provided further that the tools shall be supplied by the Employer to Service

Provider 2 (two) weeks before the Commercial Operation Date.

11 This clause SCC 11.0 has been introduced after GCC 8.2.5

Maintenance And Breakdown Repair

(a) The Service Provider shall be responsible for performing all Scheduled

Maintenance and Breakdown Repair, in accordance with the Contract and

Appendix A7, and shall in particular:

(i) Ensure that Scheduled Maintenance Programme is properly

implemented on the dates and within the timeframes approved by

the Employer.

(ii) Inspect all work in progress; satisfy itself as to the adequacy of all

repairs and other work, and initiate/manage scheduled Outage

meetings.

Three Year Forward Maintenance Plan

(b) On or prior to 1st July of each Contract Year, the Service Provider shall

prepare and submit to the Employer a proposed three-Year Forward

Maintenance Plan, detailed on Monthly basis, and shall set forth, in form and


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substance reasonably acceptable to the Employer.

(i) expected operations, repairs, capital improvements, teardowns and

major overhauls;

(ii) routine maintenance and overhaul schedules;

(iii) data regarding other work proposed to be undertaken by the Service

Provider;

Provided further for the first Contract Year for GT, the Service Provider

shall prepare and submit to the Employer a proposed Three-Year Forward

Maintenance Plan not later than 60 days following commencement of

Mobilization& Take-Over Services for GT.

(c) Upon receipt of comments from the Employer on the proposed three-

Year Forward Maintenance Plan, which comments shall be provided by the

Employer to the Service Provider within fifteen (15) Business Days of the

receipt of the Three Year Forward Maintenance Plan by the Employer, the

Service Provider shall incorporate the Employer’s comments, discuss and

resolve with the Employer any difference, and on or prior to the date that is

fifteen (15) Business Days following the receipt of the Employer’s

comments, finalise and submit to the Employer a final Three-Year Forward

Maintenance Plan.

(d) In preparing and providing the three-Year Forward Maintenance Plan,

the Service Provider shall base on the obligations of the Service Provider

provided in GCC 3.1 and SCC 3.1 provisions thereof and make such plan

consistent with the LTSA services being procured for GT.

Scheduled Maintenance Program

(e) For each ‘Contract Year’ during the term of this Contract, the Parties

shall agree upon an Approved Operating Plan in accordance with SCC 13(a).

The Annual Operating Plan shall contain a Scheduled Maintenance

Programme showing, in the detail approved by the Employer, the proposed

Scheduled Maintenance to be carried out in the Contract Year concerned in

accordance with Appendix B.

(f) The Scheduled Maintenance Programme shall conform to the

requirements of the Contract and no proposed Scheduled Maintenance

Programme shall be implemented until the Employer approves it.

(g) The Service Provider shall submit, to the Employer for approval, its

proposed Annual Operating Plan, comprising the documents specified in

Appendix B, not later than 75 (seventy-five) days prior to start of each

Contract Year. Provided further that in respect of the first Annual Operation

Plan, the Service Provider shall submit its proposed Annual Operating Plan

not later than 60 days following commencement of Mobilization& Take-

Over Services.

(h) The Employer will, in writing, approve or request amendments to the

proposed Annual Operating Plan within 30 (thirty) days of its receipt

thereof. If the Employer requests amendments to the proposed Annual


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Operating Plan, the Service Provider shall attend to these and re-submit, to

the Employer for approval, its proposed Annual Operating Plan within 30

(thirty) days of the Service Provider’s receipt of the notice from the

Employer requesting amendments to the Annual Operating Plan. If the

Employer has not approved the proposed Scheduled Maintenance

Programme by the commencement of the relevant Contract Year, the Annual

Operating Plan applicable during the previous Contract Year shall apply,

with such changes as the Employer determines.

(i) The Service Provider shall ensure that the Scheduled Maintenance in each

Contract Year is carried out at the time specified and in accordance with the

Scheduled Maintenance Programme.

Excluded Period For Maintenance

(j) The Scheduled Maintenance Programme shall be prepared on the basis

that Scheduled Maintenance shall not be carried out in the excluded period

of any Contract Year which will be duly informed by the Employer to the

Service Provider for each such Contract Year save to the extent that such

works must be carried out in order to comply with any legal/contractual

requirements or instruction of any Governmental Authority.

Breakdown

(k) In the event of a Breakdown the Service Provider shall act promptly in

undertaking any necessary Breakdown Repair.

(l) The Service Provider shall without delay notify the Employer’s

Representative and the Employer's Insurers of the following:

(i) the nature and impact of the Breakdown.

(ii) the action that the Service Provider considers necessary to correct

the Breakdown and its estimate of the time required to complete

such actions, the estimated costs and the planned Facility

performance as detailed in the Annual Operating Plan for that

Contract Year, as well as the Outage which will arise as a

consequence of the Breakdown.

(iii) whether the Service Provider considers the Breakdown to be due to

a latent defect or Defect to be made good by the EPC Contractor, or

a Breakdown occurring during the Defect Liability Period, or is a

Breakdown resulting from wear and tear, or is a Breakdown which

should could have been rectified by Preventive Maintenance or by

the rescheduling Scheduled Maintenance with the prior approval of

the Employer.

(m) The Employer’s Representative shall consider the Service Provider's

report without delay and thereafter issue an approval with or without

amendment of the proposed course of action in connection with the

Breakdown. The approval by the Employer’s Representative shall be

considered to be an approval of the Employer


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Defect Liability Period and Latent Defects

(n) The Service Provider shall provide Services in efficient and safe

operation and maintenance of the power stations subject to maintaining

instructions (if any) of the EPC Contract during the defect liability period. In

the event of any Breakdown during the Defect Liability Period, which is to

be made good by the EPC Contractor in accordance with the EPC Contract,

the Employer shall notify the EPC Contractor to perform its obligations

under the EPC Contract to the satisfaction of the Employer, within a period

specified in the notice.

(o) In the event that the EPC Contractor fails to make good any such

Breakdown within the specified period, the Service Provider shall remedy

the Breakdown in accordance with the instructions and at the cost of the

Employer.

(p) In the case of a Breakdown which the Employer agrees has been caused

by a latent defect which has been duly informed by the Service Provider to

the Employer in accordance with SCC 14(b) and has not been remedied till

the time of breakdown, the Service Provider shall be entitled to recover from

the Employer the cost incurred by the Service Provider in remedying the

Breakdown directly arising from such latent defect and the same shall be

certified by the Employer’s Representative. The Employer may subsequently

recover this cost from the EPC Contractor.

Resolution of Disputes

(q) In the event of any Dispute as to the liability of the EPC Contractor

under the EPC Contract or of the Employer's Insurers under the Employer's

Insurance Agreement, the Employer and the Service Provider shall accept as

binding on them for the purposes of this Clause SCC 11(q) the final

determination of such Dispute in accordance with the provisions of the EPC

Contract or the Employer's Insurance Agreement as the case may be and

final determination means that the Parties to the Dispute have agreed a

resolution or have accepted the result of arbitration or litigation as the case

may be. Any other Dispute between the Parties with regard to SCC 11 shall

be resolved in accordance with the provision of GCC 8 and SCC 8

provisions thereof.


Metering

The Plant Meters

(a) The operation and performance of the Facility shall be monitored,

measured, calculated and evaluated using, where appropriate, the Plant

Meters pursuant to Schedule 3 of the Power Purchase Agreement executed

between the Employer and BPDB.

Testing


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(b) The Employer shall arrange for and shall pay for the initial testing and

calibration of the Plant Meters and thereafter the Service Provider shall

annually arrange for the testing and calibration of the Plant Meters. The

Service Provider shall outline in the Annual Operating Plan his proposed

procedure for testing and calibration of the Plant Meters and shall give 30

days prior notice of the time of the testing and calibration of the Plant Meters

to the Employer and BPDB and afford them the opportunity to be present at

such testing and calibration.

(c) If at any time either party pursuant to the PPA has reasonable grounds to

suspect that any Plant Meter is not accurate the discrepancy or suspected

discrepancy shall be immediately reported in writing to the other party and,

as appropriate, any evidence in support of such a claim. The Service

Provider shall arrange for the testing and calibration of the relevant Plant

Meter.

(d) The Service Provider shall supply to the Employer copies of test and

calibration certificates and related reports, by not later than 5 (five) working

days after the re-testing of any Plant Meter(s)

Error Adjustment

(e) If any of the installed Plant Meters fail to register or, upon test, are found

not to be within the accuracy standards established in the latest revision

(from time to time) of the certified standard (or internationally

recognisedequivalent), grid code or other relevant standard, then the Parties

shall endeavor to agree any required corrections to measurements, which

shall be intimated to the Service Provider for necessary adjustments in the

Meters.

(f) Deleted.

Handover of Assets

(g) All Plant Meters and other measuring equipment shall be handed over on

the expiry ofthe term or earlier termination of the Contract with valid current

certificates of testing and calibration.


Budgets and Expenses

(a) Annual Operating Plan and Annual Budget: For each ‘Contract

Year’ during the term of this Contract, the Parties shall agree upon an

Approved Operating Plan and an Approved Operating Budget in accordance

with the following:

(i) The Service Provider will submit to the Employer a proposed

operating plan (“Proposed Operating Plan”) and assist the Employer to

prepare the proposed operating budget (“Proposed Operating Budget”)

for the ensuing Contract Year pursuant to the following schedule:

a. for the first Contract Year, not later than sixty (60) days after


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the Starting Date;

b. for each Contract Year after the first Contract Year, not later

than ninety (90) days prior to the commencement of such

Contract Year.

(b) Each Proposed Operating Plan shall set forth and include in such form

as the Employer may reasonably request the plan of operations for the

ensuing Contract Year, including such matters as staffing, capital

improvements and other anticipated capital expenditures, and all other

information/assumptions supporting the Proposed Operating Budget.

(c) In conjunction with the preparation of each Proposed Operating Budget,

the Service Provider shall identify for the Employer’s Representative any

recommended capital improvements or capital-related expenditures to be

made at the Facility for the coming Contract Year and the estimated change

in labor costs and Other O&M Expenses, which items shall not be included

within the Proposed Operating Budget.

(d) Within forty five (45) days after receiving a Proposed Operating Plan

and Proposed Operating Budget, the Employer shall communicate to the

Service Provider in writing any changes, additions or deletions it wishes

made in the Proposed Operating Plan and/or any line item in such Proposed

Operating Budget. If the Service Provider believes that any change

requested by the Employer will or is likely to prevent the Service Provider

from or hinder the Service Provider in complying with or performing any of

its obligations under this Contract, it shall send a notice to the Employer of

such fact, which notice shall indicate those Operating Plan or line item

changes which may so prevent or hinder the Service Provider. After

receiving such notice, the Employer may, if it desires, adopt the Proposed

Operating Budget as submitted by the Service Provider or may add or delete

any item in the Proposed Operating Plan and/or substitute for any disputed

line item amount in the Proposed Operating Budget the line item amount in

the Approved Operating Budget for the current year until such matter is

resolved pursuant to provisions of GCC and SCC 8 Clauses. Upon

commencement of the new Contract Year and pending resolution of the

disputed matter, the Service Provider must obtain Employer’s approval of

any expenditure to the Service Provider in excess of such line item amount;

provided, however, nothing in this SCC 13(d) shall affect or limit the

application and operations of SCC 13(o), (p) & (q) and SCC 3.1(m). If the

Employer does not respond to the Service Provider within forty five (45)

days after receiving the Service Provider’s notice, then the Proposed

Operating Budget and the Proposed Operating Plan as submitted by the

Service Provider shall be conclusively deemed to have been approved by

the Employer.

(e) If on or before the first day of a Contract Year, the Employer and the

Service Provider are not able to agree on a Proposed Operating Budget,


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thereby establishing an Approved Operating Budget for that Contract Year,

then the line items already agreed upon shall constitute the new Approved

Operating Budget, with such modifications from the prior Contract Year

that are inserted pursuant to SCC 13(d). Once the Parties have agreed upon

a complete Approved Operating Budget for a given Contract Year, such

Approved Operating Budget shall apply retroactively to the first day of that

Contract Year and any differences in amounts payable shall be promptly

adjusted and reconciled.

(f) The Proposed Operating Budget, as adjusted and agreed to by the

Parties, shall be referred to as the "Approved Operating Budget".

(g) If on or before the first day of a Contract Year, the Parties are not able to

agree on a Proposed Operating Plan, thereby establishing an Approved

Operating Plan for that Contract Year, then the items already agreed upon

shall constitute the new Approved Operating Plan, with such modifications

from the prior Contract Year that are inserted pursuant to SCC 13(d). Once

the Parties have agreed upon a complete Approved Operating Plan for a

given Contract Year, such Approved Operating Plan shall apply

retroactively to the first day of that Contract Year.

(h) The Proposed Operating Plan, as adjusted and agreed to by the

Parties, shall be referred to as the "Approved Operating Plan".

(i) The Parties shall use all reasonable efforts to avoid having to operate

for any portion of a Contract Year under the Approved Operating Budget or

the Approved Operating Plan for the preceding Contract Year and no

operation under the Approved Operating Budget or the Approved Operating

Plan for the preceding Contract Year shall relieve either Party of the

obligation to proceed with diligence and good faith to establish and agree

upon, whether through negotiations or pursuant to GCC and SCC 8 along

with provisions thereof, an Approved Operating Budget and an Approved

Operating Plan for the Contract Year in question. To the extent Employer's

objection to any line item of the Proposed Operating Budget or the

Approved Operating Plan may hinder the Service Provider in complying

with or performing its obligations hereunder or may adversely affect the

operation of the Facility, until such time as any such disputed line item is

resolved, the Service Provider shall have no responsibility or liability

whatsoever for any failure by it to comply with or perform such obligations

to the extent so affected so long as the Service Provider otherwise performs

the Services in accordance with the requirements of this Contract.


EPC Contract

(a) The Employer shall no later than 7 (seven) days prior to the Commercial

Operation Date deliver to the Service Provider a copy of the list of Defects

prepared by the Employer’s Engineer/ Project Management Consultant,


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which list shall further indicate the time allocated for rectification of each

such defect ("the Defect List"). The Service Provider shall acknowledge

receipt of the Defect List in writing, and shall in writing bring to the

Employer's attention any matter on the Defect List which in its reasonable

opinion may be expected to affect the safe operation and maintenance of the

Facility, in accordance with the Net Dependable Capacity.

(b) During the Defect Liability Period the Service Provider shall

immediately upon becoming aware of Defects for which the EPC Contractor

is responsible for remedying or rectifying under the EPC Contract or any

circumstance likely to give rise to such Defect notifying the Employer’s

Representative in writing giving full details of such Defect and shall (except

in the case of emergency) take such steps as the Employer accepts as steps

that are necessary to prevent, limit or mitigate any damage to the Facility or

any reduction in performance from the Facility as a result of such Defect. In

the case of an emergency the Service Provider shall take such steps that are

necessary to abate the impact of such emergency on the Facility, in

accordance with SCC 3.1(m).

(c) In performing any of the Services during the Defect Liability Period,

the Service Provider shall ensure that it does not thereby prejudice any

rights, which the Employer may have against the EPC Contractor. In the

event of the Service Provider requesting that the Employer confirm whether

any proposed works may prejudice such rights, the Employer shall respond

promptly to such request and the Service Provider shall be entitled to rely on

such response.

(d) The Service Provider shall not be liable in respect of any default in

its obligations under the Contract to the extent it is able to show that such

default was due to any matter which it brought to the Employer's attention in

writing pursuant to SCC 14(b) above, and which neither the Employer nor

the EPC Contractor had remedied at the time of default.

(e) Once any matter brought to the Employer's attention by the Service

Provider pursuant to SCC 14(b) has been remedied, the Service Provider

shall notify the Employer thereof in writing. Once all matters in the Defect

Liability Period have been remedied the Service Provider shall notify the

Employer in writing that, with the exception of any latent defects, the

Facility is acceptable for the purposes of the Contract.


Indemnity And Liability

Service Provider Indemnification

(a) Save as provided in SCC 15(c), the Service Provider indemnifies the

Employer against any liability, loss or cost of any kind whatsoever incurred

or suffered by the Employer (including any claim against the Employer by a

Relevant Authority), as a result of any wrongful act or omission of the

Service Provider and/or any of the Service Provider’s contractors, agents,

officers or employees, except to the extent that the loss or cost incurred or


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suffered by the Employer is partially caused by or attributable to negligence,

default or breach of statutory duty on the part of the Employer or any of its

contractors, agents, officers or employees, the Employer’s claim for

indemnity shall be reduced proportionately.

(b) Without limiting the generality of the foregoing, the Service Provider

subject as provided in SCC 15(c) below indemnifies the Employer against

all losses and claims in respect of:

(i) death or injury to any person; or

(ii) loss of or damage to any property,

which may arise out of or in consequence or in relation to any act or

omission of the Service Provider and/or any of its contractors, agents,

officers or employees and the remedying of any defects therein and

against all claims, proceedings, liabilities, costs, charges and expenses

whatsoever incurred or suffered by the Employer in respect thereof or in

relation thereto.

(c ) It is acknowledged and agreed by the Employer that the provisions of

this Service Provider Indemnification do not apply:

(i) to costs, expenses and liabilities incurred by the Employer in

discharging its obligations under this Contract except to the extent

that any such cost, expense or liability arise as a result of any

negligence or default on the part of the Service Provider or any of its

contractors, agents, officers or employees;

(ii) in respect of the right of the Employer’s to enter into this Contract

and to perform its obligations hereunder.

Defense against Indemnified Claims and Actions

(d) If any legal action is brought or claim is made against the Employer in

respect of which the Employer is indemnified under SCC 15 (a), (b)&(c), the

Service Provider may at its discretion, or shall at the request of the

Employer, defend any such action or claim at its own expense or provide the

Employer with full co-operation in defending such action. If the Service

Provider defends such action or claim, the Employer shall not be entitled to

specify which legal counsel shall be appointed; this decision and the final

say as to the manner in which the defense shall be conducted shall be solely

within the Service Provider’s discretion. The Employer shall not be entitled

to settle such action or claim without the consent of the Service Provider or

take over the conduct of the action from the Service Provider at any time. If

the Employer breaches the provisions of this SCC 15(d), the Service

Provider shall be relieved of its obligations under SCC 15(a), (b)&(c).

Employer Indemnification

(e) The Employer indemnifies the Service Provider on the basis set out in

SCC 15 (a), (b)&(c) and SCC 15(d), mutatis mutandis.

Consequential Losses


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(f) Neither the Employer nor the Service Provider shall be liable to the other

by reason of any breach of the Contract for any loss of profit, loss of use,

loss of Electrical Energy generation, loss of contracts or for any financial or

economic loss for any indirect or consequential damage whatsoever that may

be suffered by the other except where the damage arises from the gross

negligence of the other Party and/or any of contractors, agents, officers or

employees.

Limitation of Liability

(g) The maximum liability of the Service Provider for all claims for breach

of the Contract arising in any Contract Year (excluding any liability under

SCC 15(f) above) shall not exceed the Annual Management Fee Payable to

the Service Provider for that Contract Year or part thereof.

(h) The limitation of liability in SCC 15(g) above shall not apply to, and any

calculation carried out to establish whether the limits specified in this Clause

SCC 15(h) have been attained, should not take into account:

(i) any liability in respect of the death of personal injury of any person

(other than any person employed by the Employer) caused by the

Service Provider’s negligence, or

(ii) any liability attributable to the Service Provider’s gross misconduct.

(i) The maximum liabilities referred to in SCC 15(g) in respect of the

Contract Period shall bear the same relation to the maximum liabilities in

respect of a full Contract Year as the number of days in that period bears to

365 (three-hundred and sixty-five) days.

Exclusive Remedies

(j) The Parties intend that their respective rights, obligations and liabilities as

provided for in the Contract shall be exhaustive of the rights, obligations and

liabilities of each of them to the other arising out of, under or in connection

with the Contract or the Services, whether such rights, obligations and

liabilities arise in respect or in consequence of a breach of contract or of

statutory duty or delictual or negligent act or omission which gives rise to a

remedy at common law. Accordingly, except as expressly provided for in the

Contract neither Party shall be obliged or liable to the other in respect of any

damages or losses suffered by the other which arise out of, under or in

connection with agreement of the Services whether by reason or in

consequence of any breach of contract or of statutory duty or delictual or

negligent act of omission.


Representations And Warranties

Service Provider’s Representation

Organization:

(a) The Service Provider is an entity duly organized, validly existing,


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licensed to conduct business and is in good standing under the Laws of its

place of incorporation. The Service Provider has all requisite power and

authority to own or lease its properties and assets as now owned or leased, to

carry on its business as and where now being conducted and to enter into this

Contract, and perform its obligations hereunder. The Service Provider shall

notify the Employer of any change in its organizational structure or changes

in its Employers or officers.

Authorization and Enforceability

(b) The execution, delivery and performance of this Contract have been duly

authorized by all necessary action on the part of the Service Provider. This

Contract has been duly executed and delivered by the Service Provider and

constitutes the legal, valid and binding obligation of the Service Provider,

enforceable in accordance with its terms, except as may be limited by any

applicable bankruptcy, reorganization, insolvency, fraudulent transfer or

other similar Law generally affecting the enforcement of creditors’ rights or

by general principles of equity.

No Violation of Laws or Contracts.

(c) The execution and delivery of this Contract do not, and the

consummation of the transactions contemplated by this Contract and the

compliance with the terms, conditions and provisions of this Contract by the

Service Provider will not: (i) contravene any provision of the Service

Provider’s organizational documents; (ii) conflict with or result in a breach

of or constitute a default (or an event which would, with the passage of time

or the giving of notice or both, constitute a default) under any of the terms,

conditions or provisions of any agreement or instrument to which the

Service Provider is a Party or by which it or any of its assets are bound or

affected, or any judgment or order of any court or governmental

instrumentality or any applicable Law; or (iii) result in the creation of

imposition of any lien, charge or encumbrance of any nature whatsoever

upon its assets or give to others any interests or rights therein; except to the

extent that such contravention, conflict, breach, default, lien, charge or

encumbrance, individually or in the aggregate, could not reasonably be

expected: (x) to have a material adverse effect on the business or financial

condition of th eService Provider or the ability of the Service Provider to

perform its obligations hereunder; or (y) to affect the legality, validity or

enforceability of this Contract.

Consents

(d) No consent, approval or authorization of, or registration or filing with,

any Person, including any governmental instrumentality, is required in

connection with the execution and delivery of this Contract or to allow the

Service Provider to perform any of its obligations hereunder other than any

such as may already have been, or will in due course be, obtained.

No Pending Litigation or Proceedings

(e) There are no actions, suits, investigations, or proceedings pending or, to


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the best knowledge of the Service Provider threatened against or affecting

the Service Provider or any of its assets, at Law or in equity, by or before

any court or governmental instrumentality, and there is no basis for any such

action, suit, investigation or proceeding, and there are presently no

outstanding judgments, decrees or orders of any court or any governmental

instrumentality against or affecting the Service Provider or any of its

businesses or assets, except for such judgments, decrees and orders which,

individually or in the aggregate, could not be reasonably expected (x) to

have a material adverse effect on the business or financial condition of the

Service Provider or the ability of Service Provider to perform its obligations

hereunder or (y) adversely to affect the legality, validity or enforceability of

this Contract.

Authorization and Enforceability

(f) The execution, delivery and performance of this Contract have been duly

authorized by all necessary action on the part of the Employer. This

Contract has been duly executed and delivered by Employer and constitutes

the legal, valid and binding obligation of Employer, enforceable in

accordance with its terms, except as may be limited by any applicable

bankruptcy, reorganization, insolvency, fraudulent transfer or other similar

Law generally affecting the enforcement of creditors’ rights or by general

principles of equity.

No Violation of Laws or Contracts.

(g) The execution and delivery of this Contract do not, and the

consummation of the transactions contemplated by this Contract and the

compliance with the terms, conditions and provisions of this Contract by the

Employer will not: (i) contravene any provision of Employer’s

organizational documents; (ii) conflict with or result in a breach of or

constitute a default (or an event which would, with the passage of time or the

giving of notice or both, constitute a default) under any of the terms,

conditions or provisions of any agreement or instrument to which the

Employer is a Party or by which it or any of its assets are bound or affected,

or any judgment or order of any court or governmental instrumentality or

any applicable Law; or (iii) result in the creation of imposition of any lien,

charge or encumbrance of any nature whatsoever upon its assets or give to

others any interests or rights therein; except to the extent that such

contravention, conflict, breach, default, lien, charge or encumbrance,

individually or in the aggregate, could not reasonably be expected: (x) to

have a material adverse effect on the business or financial condition of the

Employer or the ability of Employer to perform its obligations hereunder; or

(y) to affect the legality, validity or enforceability of this Contract.

Consents

(h) No consent, approval or authorization of, or registration or filing with,

any Person, including any governmental instrumentality, is required in

connection with the execution and delivery of this Contract or to allow the

Employer to perform any of its obligations hereunder other than any such as


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may already have been, or will in due course be, obtained.

No Pending Litigation or Proceedings

(i) There are no actions, suits, investigations, or proceedings pending or, to

the best knowledge of the Employer threatened against or affecting the

Employer or any of its assets, at Law or in equity, by or before any court or

governmental instrumentality, and there is no basis for any such action, suit,

investigation or proceeding, and there are presently no outstanding

judgments, decrees or orders of any court or any governmental

instrumentality against or affecting the Employer or any of its businesses or

assets, except for such judgments, decrees and orders which, individually or

in the aggregate, could not be reasonably expected (x) to have a material

adverse effect on the business or financial condition of the Employer or the

ability of the Employer to perform its obligations hereunder or (y) adversely

to affect the legality, validity or enforceability of this Contract.

Section IX. Contract Forms

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Section VIII. Performance Specifications and Drawings

SECTION 1: THE PLANT

1.1 General

The Facility is located at Siddhirganj Dhaka, Bangladesh and shall be constructed under a

single turnkey EPC Contract by the EPC Contractor.

The Facility owned by EGCB and shall provide 335.4 MW (net capacity at site reference

condition) of power to the Grid System, owned by PGCB, under a Power Purchase

Agreement executed with BPDB on 16/9/2013. The facility will consist of one gas turbine of

217.044 MW GE Model PG- 9351FA, and a steam turbine of 118.356 MW

model……supplied by Isolux,

The gas turbine shall mainly consume natural gas provided to the Facility through RMS . The

supply of the natural gas to the Site shall be by TITAS Gas Transmission and Distribution

Company Limited (TGTDCL)

Progress to date at the Site is as follows:

(a) The EPC contract has been awarded to Isolux. The Gas Turbine is GE Model PG-

9351FA. The GT unit of facility shall be commissioned on 30-May-2015 and the

combined cycle shall be commissioned on 13-Feb-2016(Tentative).

1.2 Site location

The Site is located at Siddhirganj,Narayanganj. The Site covers an area of approximately 9.24

acres.

The general configuration of the Facility is as indicated on EPC contractor’s drawings

1.3 The Facility

The Facility provided by the EPC Contractors comprises the following but not limited to:

one combustion turbine generator (CTG) designed to operate on Natural Gas and their

auxiliary and ancillary equipment

one heat recovery steam generator (HRSG) and auxiliaries,

exhaust stacks and silencers

one steam-turbine generator (STG) with all auxiliaries

Natural Gas receiving system

By-pass stack with diverter damper and all necessary equipments to operate the plant

in simple cycle mode.

closed loop condenser cooling system with cooling towers for the steam turbine

exhaust steam

raw water system

service water system

steam, feed water, and condensate systems

raw water, demineralised water, and waste water treatment plants

closed loop auxiliary cooling system, if required


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HRSG/boiler feed water treatment system

generator step-up; start-up, station, and auxiliary power transformers; and associated

protection and control equipment, as required

generator breaker for combustion turbine-generators

station electrical distribution system

DC equipment, batteries, and UPS systems

power, control and instrument cabling

earthing (grounding) and lightning protection

emergency diesel generator plant (for auxiliaries, etc.)

emergency lighting system

cathodic protection, if required

lighting and small power services

compressed air system

cranes and lifting gear

maintenance tools and equipment for workshops, stores, and laboratories

fire detection and protection system

fire fighting systems

chemical storage tanks

chemical feed systems

condensate water tanks

central water sampling station

Natural Gas metering system

metering systems for fuel, electrical energy export, and electrical energy import,

including backup systems if desired

control system for combustion turbine and steam turbine generator units

local control equipment for auxiliary plants

plant distributed control system

telecommunication systems within Facility, connection to public network, and

connection to PGCB telecommunication networks

load dispatch control interface facilities

Central Control/.Electrical Room

Administrative Building

WaterTreatmentBuilding with chemical laboratory

Cooling Water Pump House

Raw Water Pump House

GasBoosterCompressorBuilding

Fire Protection Pump House

Mechanical, Electrical, and I&C Workshops and Warehouses

Gatehouse and SecurityBuilding

Internal roads

potable water system and other building services

HVAC facilities

Site lighting

Site access road from main highway

natural gas compression and treatment station

raw water storage


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all necessary external works including roads, fencing, gates and drainage within the

power plant

communication protocols, Automatic Generator Control (AGC), etc. as required by

PGCB

all consumables throughout the specified operating period

connections to the 230 kV AIS Sub-station through 230 kV underground cable.

associated relays and controls 1.4 Reference site conditions

Reference site conditions for Facility design and performance are.

(a) Mean Ambient air temperatures: 35 deg C

(b) Mean Air Relative Humidity 98%

(c) Ambient air pressure 1.013 bar

(d) Net calorific value of Gas 35174 KJ/NM3

1.6 Performance Design Parameters

The facility has been designed for a minimum service life of 25 years under the conditions of

operation specified. The Contractor is responsible for the design and ensure that all

components are adequate for this lifetime.

A nominal output of the facility is 335.4 MW (net capacity at site conditions) . The facility

shall be capable of continuously supplying any load from minimum to its Maximum

Continuous Rating (MCR).

The electrical generators shall be capable of continuously supplying their rated output power

within the system frequency of 48.5 Hz to 51.5 Hz and shall be capable of continuous

operation at rated load, voltage and frequency within the power factor range 0.8 lagging to 0.9

leading measured at the generator HV terminals.

For normal operation the equipment shall be able to operate when connected to a supply

system, which can be subject to a + 10% to – 20% variation at the Generator Terminal

voltage.

The control characteristics of the equipment shall permit satisfactory operation when

connected to the Grid System. The auxiliary systems must remain stable for any fault on the

PGCB 230 kV system. The main generators are required to maintain synchronous stability

with all other running machines under all circumstances. To protect against an eventuality, an

appropriate scheme shall be designed and installed by the EPC Contractor to initiate

automatic actions: to protect the equipment. In the case of unstable PGCB grid, the units shall

accept an inter-trip signal generated by PGCB.

The equipment shall be capable of meeting the requirements of all transient, abnormal, load

shedding, start up, controlled shut down and trip conditions. Warm and hot starts shall be

possible from the station control room without local intervention.

The equipment shall be capable of operating continuously without restriction over the full

range of outputs from minimum stable load to maximum load and no single item of auxiliary


135

equipment shall restrict the generating equipment in achieving full design output across the

full range of Site climatic conditions

1.7 Operating regime

The normal operation of the Facility shall be 24 hours and will need to achieve concomitant

levels of availability over both peak and off-peak periods and the Units may be required to

operate intermittently based on BPDB dispatch instructions issued by NLDC. The Service

Provider shall operate the OCGT Facility in conjunction with other generators interconnected

to the Grid System if needed.

The Service Provider shall be able to accommodate outages, forced or otherwise, whilst

continuing to maintain output or increasing output to support the grid demand. Operation is

planned to be continuous 3 shift 24 hours a day throughout the year. The Service Provider

shall therefore achieve and maintain a high Facility reliability and availability.

1.8 Functional requirements

(a) A cold start shall be considered as per definition of EPC contract

(b) A hot start shall be considered as per definition of EPC contract

(c) The length of notice required for start-up and synchronizing for various periods of

shutdown are as follows for the facility (GT)

(i) Cold start <62> minutes

(ii) Hot start <5> minutes

(d) The above conditions shall apply provided the previous shutdown was not the result of a

trip. In case the previous shutdown was the result of a trip, the Service Provider shall

correct the reason for the trip and start facility as quickly as possible.

(e) Continuous operation of facility auxiliaries shall be ensured either via power grid

connectivity via the main and auxiliary transformers or the emergency diesel generator

when the auxiliary power system fails.

(f) Load ramp rate is the steady rate at which the load combustion turbine can be raised after

synchronizing with the national grid. The load ramping rates shall as per manufacturer’s

recommendation.

Delivery Point “Delivery point" means the location at the 230 KV side of the generator transformer

at which the net capacity and Net Energy output is metered and transferred from

the Facility to the Grid.

Capacity Deterioration Curve

The capacity deterioration curve shall be as provided by the EPC contractor.

SECTION 2: PLANT INPUTS

(a) Gas: Refer to appendix 1 for the gas specification APPENDIX 1-GAS SPECIFICATION


136

Constituent Composition by Volume

CH4 96.97%

C2H6 0.31%

C4H10 0.15%

C5H12 0.05%

C6H14 0.02%

C8H18 0.08%

N2 0.44%

CO2 0.13%

LHV 35174 KJ/NM3

SECTION 3: FACILITY OUTPUTS The Service Provider shall operate and maintain the Facility such that both GT & ST Unit at its 100%

Maximum Continuous Rating (MCR) at the guarantee conditions, fired with natural gas specified in

section 2, , with steam or water injection, sustains the following outputs

(a) Facility net capacity of <335.4> MW under the following conditions

GT terminal voltage <15> kV, 50Hz, PF=0.9 leading to 0.8 lagging

ST terminal voltage < 14.5> kV, 50 Hz, PF= 0.9 leading to 0.8 lagging

Step-up transformers 15/ 230 kV (+ 10% to – 20%)

(b) An annual availability of at least 90%

(c) The MCR capacity of the units (EPC Contractor to adjust to Site conditions)

GT -<To be informed later> = <To be informed later> MW (approximately)

ST - <To be informed later> = <To be informed later> MW (approximately)

(d) The heat rate (Contractor to adjust to Site conditions):

For CC

100% load 6726.5 kJ/kWh

75% load 7057.1 kJ/kWh

50% load 7756.7 kJ/kWh

For GT

100% load 10395 kJ/kWh



(e) Air emissions as follows

Exhaust gas constituents Natural gas

NOx <25 ppmv>

SECTION 6: PLANNED OUTAGES

The Scheduled and Maintenance Outage will be executed in line with the Provisions of the Power

Purchase Agreement executed between BPDB and the Employer. After award, Contractor shall

prepare this Section in each year and shall be a part of his guarantee.

For planning purposes, the cycle of scheduled outages is set out below together with the


137

manufacturer’s recommended intervals and expected durations for such inspections.

Unit Inspection Type Recommended Interval

GT

Hot Gas Path Inspection 24000 hrs

Major Inspection 48000 hrs

The Employer shall use reasonable efforts with the help of LTSA contractor to maintain the

recommended inspection intervals. The scheduling of maintenance inspections shall be compatible

with regulatory requirements. All regulatory inspections shall be carried out during scheduled

outages. The expected duration of the inspections, as referenced above, based on three, 8 hour shifts

per day are as follows:

Unit Inspection Type Minimum Duration

GT

Hot Gas Path Inspection As per LTSA

Major Inspection As per LTSA

The inspections of the generating units shall be staggered and performed in conjunction with other

Facility maintenance activities during scheduled outages. Outage durations shall vary based on the

inspections to be performed and the extent of repairs or remedial actions.

SECTION 7: INTERCONNECTION POINTS 1 Terminal point locations

(a) Electrical Side terminal point is 230 kV

substation gantry connection

(b) Gas pipeline terminal point is at the

downstream of metering station

SECTION 8: PERFORMANCE AND DEPENDABLE CAPACITY TESTS

1. General

This document describes the procedure to evaluate the annual Dependable Capacity (DC)

of GT and as well as Combined Cycle .

1.1 Objective

The primary objective of the performance test is to determine the DC at base load. The

measured Unit net power output shall be corrected to the reference site condition for the

purpose of demonstrating its DC.

1.2 Governing contracts

This performance testing procedure is to be executed as per the requirements of the Power

Purchase Agreement between BPDB and the Employer.

1.3. Approval requirements

Changes to this procedure may be made with the written consent of both the Employer and

BPDB.

1.4 Test code reference


138

1.4.1 The performance tests shall be generally in compliance with the following test

code: ANSI/ ASME PTC 22-1997 – Gas Turbine Plant……

1.4.2 The performance test shall be in compliance with the latest version of the following

performance test codes where referenced and to the extent stated in this procedure

and the above performance test code.

(a) ANSI/ ASME PTC 1-1991 – General Instructions

(b) ANSI/ ASME PTC 2-1980 – Definitions and Values

(c) ANSI/ ASME PTC 3.1-1992 – Gaseous Fuels

(d) ANSI/ ASME PTC 19.1-1985 – Measurement Uncertainty

(e) ANSI/ ASME PTC 19.2-1987 – Pressure Measurement

(f) ANSI/ ASME PTC 19.3-1974 – Temperature Measurement

(g) ANSI/ ASME PTC 19.3-1955 – Electric Measurements in Power Circuits

(h) ANSI/ ASME PTC 19.10-1981 – Flue and Exhaust Gas Analysis

2. Testing Procedure for Contracted Capacity and Repeat Contracted Capacity

The capacity test will be executed pursuant to Section 7,8 and Schedule 3 of the PPA

executed between BPDB and the Employer.

SECTION 9: Environmental Compliance Specifications

The minimum limit regarding environmental compliance shall be maintained by the service

provider as per EIA approved by DOE and guidelines of World Bank.


139


Table of Forms

Performance Bank Guarantee (Conditional) ....................................................................140

Performance Bank Guarantee (Unconditional) ................................................................141

Performance Bond ...............................................................................................................142

Bank Guarantee for Advance Payment .............................................................................144


140

Performance Bank Guarantee (Conditional) (Not Applicable)

This Contract is made on the _______ day of _______, _______ between ______________

of ______________ (hereinafter called “the Guarantor”) of the one part and

______________ of ______________ (hereinafter called “the Employer”) of the other part.

Whereas

(1) This Contract is supplemental to a contract (hereinafter called the Contract) made

between ______________ of ______________ (hereinafter called the Service Provider) of

the one part and the Employer of the other part whereby the Service Provider agreed and

undertook to execute the Services of ____________________________ for the sum of

______________ being the Contract Price; and

(2) The Guarantor has agreed to guarantee the due performance of the Contract in the

manner hereinafter appearing.

Now therefore the Guarantor hereby agrees with the Employer that upon receipt of

(1) a written notice to the Guarantor from the Service Provider, or

(2) a written notice to the Guarantor from the Adjudicator, or

(3) a binding arbitration or Court award confirming that the amount of the Guarantee is

payable to the Employer,

the Guarantor will indemnify and pay the Employer the sum of _______,_______ such sum

being payable in the types and proportions of currencies in which the Contract Price is

payable, provided that the Employer or his authorized representative has notified the

Guarantor to that effect and has made a claim against the Guarantor not later than the date of

issue of the Defects Liability Certificate.

The Guarantor shall not be discharged or released from his Guarantee by an arrangement

between the Service Provider and the Employer, with or without the consent of the

Guarantor, or by any alteration in the obligations undertaken by the Service Provider, or by

any forbearance on the part of the Service Provider, whether as to the payment, time,

performance or otherwise, and any notice to the Guarantor of any such arrangement,

alteration, or forbearance is hereby expressly waived.

Given under our hand on the date first mentioned above.

Signed by

for and on behalf of the Guarantor in the presence of

Signed by

for and on behalf of the Employer in the presence of


141

Performance Bank Guarantee (Unconditional)

To: _____________________

Whereas ________________ (hereinafter called “the Service Provider”) has undertaken, in

pursuance of Contract No. ________ dated ________ to execute

________________________ (hereinafter called “the Contract”);

And whereas it has been stipulated by you in the said Contract that the Service Provider shall

furnish you with a Bank Guarantee by a recognized bank for the sum specified therein as

security for compliance with his obligations in accordance with the Contract;

And whereas we have agreed to give the Service Provider such a Bank Guarantee;

Now therefore we hereby affirm that we are the Guarantor and responsible to you, on behalf

of the Service Provider, up to a total of ________, ________, such sum being payable in the

types and proportions of currencies in which the Contract Price is payable, and we undertake

to pay you, upon your first written demand and without cavil or argument, any sum or sums

within the limits of ________________] as aforesaid without your needing to prove or to

show grounds or reasons for your demand for the sum specified therein.

We hereby waive the necessity of your demanding the said debt from the Service Provider

before presenting us with the demand.

We further agree that no change or addition to or other modification of the terms of the

Contract or of the Services to be performed there under or of any of the Contract documents

which may be made between you and the Service Provider shall in any way release us from

any liability under this Guarantee, and we hereby waive notice of any such change, addition,

or modification.

This Guarantee shall be valid until a date 28 days from the date of issue of the Certificate of

Completion.

Signature and seal of the Guarantor

Name of Bank

Address

Date


142

Performance Bond

By this Bond, _______ as Principal (hereinafter called “the Service Provider”) and

________________________ as Surety (hereinafter called “the Surety”), are held and firmly

bound unto ____________ as Obligee (hereinafter called “the Employer”) in the amount of

____________ ____________] for the payment of which sum well and truly to be made in

the types and proportions of currencies in which the Contract Price is payable, the Service

Provider and the Surety bind themselves, their heirs, executors, administrators, successors,

and assigns, jointly and severally, firmly by these presents.

Whereas the Service Provider has entered into a Contract with the Employer dated the

______day of ______, ______ for ____________ in accordance with the documents, plans,

specifications, and amendments thereto, which to the extent herein provided for, are by

reference made part hereof and are hereinafter referred to as the Contract.

Now, therefore, the Condition of this Obligation is such that, if the Service Provider shall

promptly and faithfully perform the said Contract (including any amendments thereto), then

this obligation shall be null and void; otherwise it shall remain in full force and effect.

Whenever the Service Provider shall be, and declared by the Employer to be, in default under

the Contract, the Employer having performed the Employer’s obligations there under, the

Surety may promptly remedy the default, or shall promptly:

(1) complete the Contract in accordance with its terms and conditions; or

(2) obtain a Bid or bids from qualified bidders for submission to the Employer for

completing the Contract in accordance with its terms and conditions, and upon

determination by the Employer and the Surety of the lowest responsive Bidder,

arrange for a Contract between such Bidder and Employer and make available as

work progresses (even though there should be a default or a succession of defaults

under the Contract or Contracts of completion arranged under this paragraph)

sufficient funds to pay the cost of completion less the balance of the Contract

Price; but not exceeding, including other costs and damages for which the Surety

may be liable hereunder, the amount set forth in the first paragraph hereof. The

term “Balance of the Contract Price,” as used in this paragraph, shall mean the

total amount payable by the Employer to the Service Provider under the Contract,

less the amount properly paid by the Employer to the Service Provider; or

(3) pay the Employer the amount required by the Employer to complete the Contract

in accordance with its terms and conditions up to a total not exceeding the amount

of this Bond.

The Surety shall not be liable for a greater sum than the specified penalty of this Bond.

Any suit under this Bond must be instituted before the expiration of one year from the date of

issuance of the Certificate of Completion.


143

No right of action shall accrue on this Bond to or for the use of any person or corporation

other than the Employer named herein or the heirs, executors, administrators, successors, and

assigns of the Employer.

In testimony whereof, the Service Provider has hereunto set its hand and affixed its seal, and

the Surety has caused these presents to be sealed with its corporate seal duly attested by the

signature of its legal representative, this ______ day of ______, ______.

Signed by

on behalf of ____________________________________________________________

Iin the capacity of

In the presence of

Date

Signed by

on behalf of ____________________________________________________________

In the capacity of

In the presence of

Date


144

Bank Guarantee for Advance Payment

To: ______

Gentlemen:

In accordance with the provisions of the Conditions of Contract, Sub-Clause 6.4 (“Terms and

Conditions of Payment”) of the above-mentioned Contract, __________ (hereinafter called

“the Service Provider”) shall deposit with _________ a Bank Guarantee to guarantee his

proper and faithful performance under the said Clause of the Contract in an amount of

_________ _________

We, the __________________, as instructed by the Service Provider, agree unconditionally

and irrevocably to guarantee as primary obligator and not as Surety merely, the payment to

__________________ on his first demand without whatsoever right of objection on our part

and without his first claim to the Service Provider, in the amount not exceeding _________

_________

We further agree that no change or addition to or other modification of the terms of the

Contract or of Services to be performed there under or of any of the Contract documents

which may be made between __________________ and the Service Provider, shall in any

way release us from any liability under this Guarantee, and we hereby waive notice of any

such change, addition, or modification.

This Guarantee shall remain valid and in full effect from the date of the advance payment

under the Contract until __________________ receives full repayment of the same amount

from the Service Provider.

Yours truly,

Signature and seal:

Name of Bank/Financial Institution:

Address:

Date:

Section X. Curriculum Vitae

145

SECTION X. CURRICULUM VITAE

CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF

Note: The information of the resource person [s] mentioned is to be submitted as per

indicated format of CV. The CV shall be appended with photograph and each page must be

signed by the respective person. The signature of the respective staff must be followed by

current date [self-hand written]. Certificates in support of Academic qualification must be

attached with the CV of the resource person concerned. Experience of the resource person

must be authenticated by the authorized person of the consulting firm submitting the

proposal. Otherwise, evaluation points against the relevant item will not be awarded to the

resource person.

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. Education[Indicate college/university and other specialized education of staff member, giving names of

institutions, degrees obtained, and dates of obtainment]:

6. Membership of Professional Associations:

7. Other Training[Indicate significant training since degrees under 5 - Education were obtained]:

8. Countries of Work Experience: [List countries where staff has worked in the last ten years]:

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.]:

From [Year]: To [Year]:

Employer:

Positions held:

Section X. Curriculum Vitae

146

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.]

Name of assignment or project:

Year:

Location:

Employer:

Main project features:

Positions held:

Activities performed:

13. Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly

describes me, 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] Day/Month/Year

___________________________________________________________________

[Countersigned by the authorized representative of the firm]

Full name of authorized representative: ___________________________________Date:

Day/Month/Year

Appendices

147

Appendix A—Description of the Services

A.1 General

The Facility shall be operated and maintained by a suitably qualified firm or consortium as service

Provider.The Service Provider’s services during the period of the Contract should be aimed at

ensuring maximization of unrestricted and uninterrupted operation and maintenance of the

Facility.The Employer shall enter into negotiations with parties identified through a competitive

bidding process for thisContract. The broad scope of O&M Services, which would be covered by

this Contract, is as follows:

(a) Operate the power plant following the provision of the PPA, GSA and the Manufacturer’s

instructions.

(b) Carry out routine preventive maintenance including non-scheduled and breakdown

maintenance and repairs (if necessary) of the power plant with the assistance of EGCB’s staff

and labor following the provision of PPA, GSA and Manufacturer’s instructions.

(c) Carry out combustion inspection/ hot gas path inspection and major inspection (if

any) with the assistance of OEM through LTSA.

(d) Provide laboratory services with relevant testing of water quality, discharged treated

effluent quality and solid/liquid waste management.

(e) Provide proper and adequate hands-on and class room training for all personnel in all

relevant disciplines and activities for the operation, maintenance and management of

the Facility during operations and maintenance.

(f) Monitor management and reporting on environmental, occupational health and safety

compliance.

(g) Maintain books, records and information systems relating to the operation,

maintenance and performance of the power plant.

(h) Prepare and submit an annual operating and maintenance plan and review Budget to

the Employer for approval.

(i) Develop annual training appraisal system of the O&M personnel after and before

imparting training.

(j) Carry out regular safety training in order to create awareness among the O&M

Personnel regarding occupational health and safety related issues.

(k) Keep maintenance records of the power plant which records shall be available to the

Employer for inspection at all reasonable times.

(l) (a)Foreign trainingwith Simulator – The Service Provider will provide foreign

training with one Simulator for one week for 7 Engineers involved in the Operation of

the Combined Cycle Power Plant at an established Training Centre located in foreign

country.

(b)Foreign training for skills and efficiency- The Service Provider will also provide

foreign training for five officers (One environment ,one accounts, one finance and two

HR) in relevant field for enhancing their skills and efficiency for one week at an

established Training Centre located in foreign country (as per A-9 below).

(m) Prepare and submit training program/schedule (Foreign & Local) with full Module

including training materials to the employer for approval.

Appendices

148

(n) The service provider shall be conversant with ERP/MIS system so that they can be

involved in implementation of the system in the Power Station.

A-2 : Deleted

A.3: Deleted

A.4 Mobilization & Taking over services for GT

The scope of mobilization services are:

(a) Review, comment and submit written report to the Employer, not less than 7 days prior to

Commercial Operations Date, on any aspects of plant supply, construction and recommended

spares holdings, which could adversely impact upon safe, reliable and efficient maintenance and

operation of the power stations.

(b) Participate in joint commissioning work, witnessing tests on behalf of the Employer, making

comments based on data related to plant acceptance or commercial operation.

(c) Prepare operation and maintenance instructions and maintenance schedules to a standard which

will give the essential guidance to ensure that the plant is operated and maintained in such a way

that the EPC Contractor’s warranty requirements will be met and submit these to the Employer

not less than 7 days prior to Commercial Operations Date.

(d) Prepare and submit to the Employer for approval the following Standing Instructions and

Procedures to a standard which will give the essential guidance necessary to ensure that the Power

Station is operated and maintained in a safe and efficient way:

i. Operating procedures which give effect to the manufacturers' instructions;

ii. Maintenance procedures which give effect to the manufacturers' instructions;

iii. Performance monitoring procedures;

iv. Planned maintenance procedures;

v. Emergency procedures;

vi. Emergency recovery plan;

vii. Stock holding policies to support the availability requirements of the Power Station.

(e) Establish, not less than 7 days prior to the COD, work management, technical record, stores

management, and general administration systems in accordance with good industry practice and

the requirements of the PPA and to a specification and programme agreed with the Employer.

A.5 Mobilization & Taking over services for Combined Cycle

The scope of mobilization services are:

(a) Review, comment and submit written report to the Employer, not less than 10 days prior to

Commercial Operations Date, on any aspects of plant supply, construction and recommended

spares holdings, which could adversely impact upon safe, reliable and efficient maintenance and

operation of the power stations.

(b) Participate in joint commissioning work, witnessing tests on behalf of the Employer, making

comments based on data related to plant acceptance or commercial operation.

(c) Prepare operation and maintenance instructions and maintenance schedules to a standard which

will give the essential guidance to ensure that the plant is operated and maintained in such a way

that the EPC Contractor’s warranty requirements will be met and submit these to the Employer

not less than 10 days prior to Commercial Operations Date.

(d) Prepare not less than 10 days prior to COD, a Site environmental management programme which

will adequately meet the Employer's requirements and will demonstrate competence and care for

the environment.

(e) Prepare and implement from a date to be agreed a safety control system (rules and regulations)

which will meet the requirements of Occupational Health and Safety Regulations and good

industry practice and also for the sake of safe/ uninterrupted / reliable operation of the machinery

of the plant and safety of O&M personnel and the public as well.

Appendices

149

(f) Prepare and submit to the Employer for approval the following Standing Instructions and

Procedures to a standard which will give the essential guidance necessary to ensure that the Power

Station is operated and maintained in a safe and efficient way:

i. Operating procedures which give effect to the manufacturers' instructions;

ii. Maintenance procedures which give effect to the manufacturers' instructions;

iii. Performance monitoring procedures;

iv. Planned maintenance procedures;

v. Emergency procedures;

vi. Emergency recovery plan;

vii. Stock holding policies to support the availability requirements of the Power Station.

(g) Establish, not less than 10 days prior to the COD, work management, technical record, stores

management, and general administration systems in accordance with good industry practice and

the requirements of the PPA and to a specification and programme agreed with the Employer.

A.6 Operation services

During the Operation’s Period, the Service Provider shall provide the following services to support

the efficient and safe operation and maintenance of the Facility. The extents of operational services

are:

(a) Operate and maintain the Facility according to the provision of Power purchase Agreement

(PPA), Gas Supply Agreement(GSA) and Manufacturer’s Instruction.

(b) Assist in undertaking periodic capacity demonstration tests to fulfill the Employer’s

obligations under the PPA and report results to the Employer in the next monthly report

excluding the case of the capacity demonstration test under the PPA which will require

reporting as per the PPA timeline.

(c) Maintain operating instructions for the Power Station and operate the Site in accordance with

their requirements.

(d) Recommend to the Employer any remedial action which the Service Provider considers

necessary to maintain or improve performance or to correct any deficiencies revealed during

plant operation or arising from inspection or analysis of test results.

(e) Carry out all planning and organisation of maintenance activities.

(f) Prepare, submit and agree on an Annual operating plan and review training Budget with the

Employer.

(g) Provide administrative and finance support in operation and maintenance of the power plant.

A. 7 Maintenance services

During the operational period the Service Provider shall provide the following services to support

the efficient and safe operation and maintenance of the Facility:

(a) Carry out routine scheduled and non-scheduled repairs and major overhauls and emergency

repairs (if necessary) of the power plant with the assistance of EGCB’s staff and labour

following the provision of PPA, GSA and Manufacturer’s instructions.

(b) Carry out Combustion Inspection (CI)/Hot Gas Path Inspection (HGPI), Major Inspection

(MI) and major overhauling work (if necessary) according to manufacturer’s guidelines/

instructions of facility through LTSA Service Provider. Preparing the inventory list of GT,

HRSG,ST and other BOP’s spares and other consumables after technical audit for routine,

preventive and major maintenance work.

(c) Ensure availability of spares (supplied by the Employer& LTSA service provider) required

for all maintenance work to be carried out as stated above.

(d) Keep maintenance records of the generating equipment, control and protection equipment at

the Facility which records shall be available to the Employer for inspection at all reasonable

Appendices

150

times.

(e) Maintain a Facility status report, which shall be updated at regular intervals in which the

current condition of all major items of the Facility is recorded together with proposals and

timing of major repair work and cost estimates.

(f) Prepare and submit the Annual Operating Plan and maintenance Plan for Employer's

approval

(g) Establish and operate a maintenance work control system and "permit to work" system

approved by the Employer.

(h) Establish and operate a stores and spares inventory and requisition system approved by the

Employer.

(i) Establish and operate a system approved by the Employer for a review and update of

operating and maintenance manuals for the Facility and for marking up changes to as-built

drawings, resulting from work carried out by the Service Provider.

A.8 Environmental compliance

The Service Provider shall commit to addressing environmental issues at the new Facility site,

in accordance with the Environmental Impact Assessment (EIA), all National Environmental

Legislation and good practice and any corporate guidelines of the Service Provider in line with

ISO standard.

(a) Monitoring, management and reporting on environmental, occupational health& safety

compliance. .

(b) In line with the importance attached to the environmental protection, an experienced

Occupational Health, Safety and Environmental Quality (HSEQ) Manager shall be employed

by the Service Provider.

(c) Assist EGCB in maintaining environmental permit and renewing such permit as per statutory

requirement.

A few following salient features have been observed from EIA studies:

(a) Emissions monitoring from gas turbine and Steam Turbine exhausts.

(b) Noise limit

(c) Waste and Effluent disposal processes.

(d) Groundwater protection and Sewage Treatment

(e) A waste management control plan / procedure.

(f) Maintenance of and applications for permits and approvals, occupancy / land title, state

planning permit for construction and the environmental permit.

A.8 Supply of O&M Personnel

(a) The Service Provider shall have the responsibility for the operation and maintenance of

facility during the contract period.

(b) The personnel will consist of employees of the Service Provider and the employees of

Employer.

(c) Employer has a plan to supply required personnel to the facility in the first year.

A.9 Training of Employer’s Employees

(a) The Service Provider shall prepare appropriate training modules for the Employer employees

and provide continuous training during the contract period. There would primarily be two

types of training: on-the-job training and the class room training on Power Plant operation,

maintenance and HSEQ.

(b) Develop annual training appraisal system of the personnel after and before imparting

training.

Appendices

151

(c) Foreign training – The Service Provider will provide foreign training with one

Simulator for one week for 7 (Seven) Engineers involved in the Operation of the

Combined Cycle Power Plant and five officers (One environment, one accounts, one

finance and two HR) at an established Training Centre located in foreign country.

The trainees will be appointed by the Employer. The Bidder shall include in its bid,

all costs associated with twelve members of the Employer attending the training. All

living, accommodation, food, transport expenses of the trainees/officers during the

period of training including business class airfares, incidental expenses, medical

expenses, medical insurance, training materials etc. will be covered by the Service

Provider including pocket allowance of US$ 150/day/person including travel time.

(d) Prepare and submit training program/schedule with full Module and training budget to

the employer for approval.

(e) Carry out regular safety training in order to create awareness among the O&M

personnel of Occupational Health and safety related issue.

(f) The service provider shall be conversant with ERP/MIS system so that they can be

involved in implementation of the system in the Power Station.

A.10 Quality Management The Service Provider shall at all times operate and maintain a Quality Management System in

accordance with the applicable requirements of ISO 9000 2008. The Employer shall check the Service

Provider’s performance and notify him of any Defects that are found. Such checking shall not affect

the Service Provider’s responsibilities. The Employer may instruct the Service Provider to rectify the

defect.

1. Quality System and Management Review

1. In performing its obligations under the Contract, the Service Provider shall

implement a documented quality system (hereinafter referred to as “the

System”), based on the requirements of ISO 9000: 2008, together with the

additional specific requirements of this specification. The System, which shall

comprise three levels, together with Service Provider’s management policy, shall

be defined in a Quality Assurance Manual (QAM).

2. The organisational and operational arrangements through which the management

policy is to be implemented shall be defined within an Organisational Chart (OC)

giving in detail the organisational structure, lines of accountability and job titles.

2. Organisation

1. In particular the Employer shall nominate the Employer’s Representative for all

aspects of operation and maintenance of the Facility. As the primary contact with

the Employer, the Employer’s Representative shall have the authority to respond to

all requests and instructions from the Employer. A deputy shall be appointed to

undertake these duties in the absence of the Employer’s Representative.

3. Administration 1. The System shall provide for control of actual costs against budgets approved by the

Employer.

4. Documentation and Software

1. Management information system shall ensure the availability and appropriate

distribution of all pertinent documentation relating to the operation and maintenance

of the Facility, including codes, standards, legislation and technical publications.

Appendices

152

5. Security and Safety

1. Security procedures shall be established to ensure the physical protection of the

Facility, its assets and operating systems. The System shall also provide for the

security of documents, data and computer files to prevent unauthorised access or

publication.

6. Training

1. Training procedures shall ensure that all personnel are competent in the safe,

effective and efficient execution of their defined responsibilities.

7. Deleted

8. Planning and Resource

1. The Service Provider shall establish systems for planning of operation and

maintenance activities and the allocation of sufficient and adequate resources.

Verification activities shall be included on all plans and programmes. The

programmes shall be updated in response to unplanned breakdown and operating

defects, faults or malfunctions.

9. Deleted 10. Identification and traceability

1. The Service Provider shall generate a maintenance schedule, which shall comply

with equipment manufacture’s recommendation frequency and type of maintenance,

which shall be reviewed as experience indicates and shall include the calibration of

inspection, measuring and test equipment used in operation and maintenance

activities, including records. The Service Provider’s maintenance management

system shall be based on the Maintenance Schedule and shall include provision for a

maintenance Facility covering routine maintenance, minor repairs, major

Breakdowns Repairs and Scheduled Maintenance overhauls.

11. Maintenance and calibration

1. The Service Provider’s maintenance management system shall be based on the

Maintenance Schedule, and shall include provision of a maintenance Facility covering

routine maintenance, minor repairs, major Breakdown Repairs and Scheduled

Maintenance overhauls. The Scheduled Maintenance shall comply with equipment

manufacture’s recommendation frequency and type of maintenance, which shall be

received as experience indicates and shall include the calibration of inspection,

measuring and test equipment used in operation and maintenance activities including

records.

12. Process Control 1. The Service Provider shall define all special processes relating to his scope of

responsibility. Special processes shall be defined as those that require specific

process related controlling procedures or practices, the absence of which may

negatively impact upon the quality of the product or service.

13. Inspecting and testing(Deleted)

14. Operation

1. The System shall provide for the issue of system operating manuals (for each

operating system) operating instructions (for specific items of Facility or

equipment) and performance monitoring procedures. These documents shall be

subject to continuous review and update in response to changes to the contract

specification performance targets, operating philosophy or prevailing legislation.

Appendices

153

15. Audits

1. The System shall provide for the implementation of a documented internal audit

programme, which shall be approved by the Employer annually. During the

Mobilization Period, the Employer will be entitled to conduct an audit to ensure that

the necessary managerial controls are being developed and implemented under the

Contract.

2. The Employer shall be afforded full access and assistance in the performance of

this and any other audits or verification activities deemed necessary by the

Employer.

16. Improvement and corrective action

1. The System shall require the maintenance of a corrective action programme,

allocating priorities, responsibilities and time scales for action.

Appendices

154

Appendix B—Schedule of Payments and Reporting Requirements List all milestones for payments and list the format, frequency, and contents of reports or products to

be delivered; persons to receive them; dates of submission; etc. If no reports are to be submitted,

state here “Not applicable.”

B.1Payments shall be made according to the following schedule:

(h) Advance for Starting of Services, documents and Supplies: two and a half (2.5 %) percent of the

Contract Price shall be paid on the commencement date against the submission of a bank guarantee

(issued by a schedule bank in Bangladesh) for the same. The advance paid shall be adjusted @

10% from the monthly invoice.

(i) Progress payments in accordance with the milestones established as follows, subject to certification

by the Employer’s representative, that the Services have been rendered satisfactorily, pursuant to

the performance indicators:

B.1.0 During Mobilization& Take-Over Phase for GT

(a) Payment for Mobilization: Bidders shall quote the mobilization fee amount as aggregated sum

on against the four key positions mentioned in the table, Table 1 (GT). The time based (total four man-

months allowed for all positions) mobilization fee shall be paid to bidder in the manner as set out in

clause (d) below.

(b) Progress payments for the mobilization phase services shall be made on monthly basis on the

basis of time actually spent by such Personnel in the performance of the Services after the date

determined in accordance with Clause GC 2.1 and Clause SC 2.1 (or such other date as the Parties

shall agree in writing), at the rates referred to in Clause 6.3.1. Progress Payments shall be adjusted for

the Advance Payment in accordance with Clause ( a) of Advance Payment indicated above.

(c) Payments for periods of less than one month shall be calculated on a calendar-day basis for

time spent away from home office (one day being equivalent to 1/30th of a month).

(d) As soon as practicable and not later than fifteen (15) days after the end of each calendar month

during the period of the Services, the Service Provider shall submit to the Employer, in duplicate,

itemized statements, accompanied by copies of invoices, and other appropriate supporting documents

(Set out in (f) below), of the amounts payable pursuant to Clauses GC 6.3 and GC 6.4 for such month.

Separate statements shall be submitted in respect of amounts payable in foreign currency and in local

currency. Each statement shall distinguish that portion of the total eligible costs which pertains to

remuneration from that portion and which pertains to reimbursable expenses.


performance of the Services, as specified in SCC 6.4(j)accompanied by original copies of


(f) The appropriate supporting documents for the mobilization phase of GT shall be:

(i) Certified Timesheets of the various personnel of the O&M Service Provider

(ii) Key Documents & Systems as set out in Appendix A4. (a-e) as and when they are

prepared in the mobilization & take over phase.

(g) The Employer shall pay the Service Provider within sixty (60) days after the receipt by the

Employer of such statements with supporting documents. Only such portion of a statement that is not

satisfactorily supported may be withheld from payment. Should any discrepancy be found to exist

between actual payment and costs authorized to be incurred by the Service Provider, the Employer

may add or subtract the difference from any subsequent payments. Interest at the annual rate specified

in the SC shall become payable as from the above due date on any amount due by, but not paid on,

such due date.

Appendices

155

B.1.1 During Mobilization & Taking over Phase for Combined Cycle:

i. Payment for Mobilization: Bidders shall quote the mobilization fee amount as aggregated sum on

against the fourkey positions mentioned in the table,Table 2 (Combined Cycle).The time based

(six man-months allowed maximum for all position) mobilization fee shall be paid to bidder in the

manner as set out in clause (e) below.

ii. Progress payments for the mobilization phase services shall be made on monthly basis on the basis

of time actually spent by such Personnel in the performance of the Services after the date

determined in accordance with Clause GC 2.1 and Clause SC 2.1 (or such other date as the Parties

shall agree in writing), at the rates referred to in Clause 6.3.1.Progress Payments shall be

adjusted for the Advance Payment in accordance with Clause (a) of Advance Payment

indicated above.

iii. Payments for periods of less than one month shall be calculated on a calendar-day basis for time

spent away from home office (one day being equivalent to 1/30th of a month).

iv. As soon as practicable and not later than fifteen (15) days after the end of each calendar month


itemized statements, accompanied by copies of invoices, and other appropriate supporting

materials(Set out in (vi) below), of the amounts payable pursuant to Clauses GC 6.3 and GC 6.4

for such month. Separate statements shall be submitted in respect of amounts payable in foreign

currency and in local currency. Each statement shall distinguish that portion of the total eligible

costs which pertains to remuneration from that portion and which pertains to reimbursable

expenses.

v. Reimbursable expenses actually and reasonably incurred by the Service Provider in the performance

of the Services, as specified in SCC 6.4(j) accompanied by original copies of invoices and original

vouchers of expenses.

vi. The appropriate supporting material for the mobilization phase of Combined Cycle shall be:


b. Key Documents & Systems as set out in Appendix A4. (a-g) as& when they are

prepared in the mobilization & takeover phase.

vii. The Employer shall pay the Service Provider within sixty (60) days after the receipt by the

Employer of such statements with supporting documents. Only such portion of a statement that is

not satisfactorily supported may be withheld from payment. Should any discrepancy be found to

exist between actual payment and costs authorized to be incurred by the Service Provider, the

Employer may add or subtract the difference from any subsequent payments. Interest at the annual

rate specified in the SC shall become payable as from the above due date on any amount due by,

but not paid on, such due date

B.1.2 During Operation’s Period for GT and Combined Cycle:

i. Payment for the Personnel shall be determined on the basis of time actually spent by such Personnel

in the performance of the Services after the date determined in accordance with Clause GC 2.1 and

Clause SC 2.1 (or such other date as the Parties shall agree in writing), at the rates referred to in

Clause 6.3.1.

ii. Reimbursable expenses actually and reasonably incurred by the Service Provider in the

performance of the Services, as specified in SCC 6.4(j)accompanied by original copies of

invoices andoriginal vouchers of expenses.

iii. Payments for periods of less than one month shall be calculated on a calendar-day basisand time

actually spent by such Personnel (one day being equivalent to 1/30th of a month).

Appendices

156

iv. As soon as practicable and not later than fifteen (15) days after the end of each calendar month


itemized statements, accompanied by copies of invoices, vouchers and other appropriate

supporting materials, of the amounts payable pursuant to Clauses GC 6.3 and GC 6.4 for such

month. Separate statements shall be submitted in respect of amounts payable in foreign currency

and in local currency. Each statement shall distinguish that portion of the total eligible costs which

pertains to remuneration from that portion and which pertains to reimbursable expenses.

v. The Employer shall pay the Service Provider within sixty (60) days after the receipt by the

Employer of such statements with supporting documents. Only such portion of a statement that is

not satisfactorily supported may be withheld from payment. Should any discrepancy be found to

exist between actual payment and costs authorized to be incurred by the Service Provider, the

Employer may add or subtract the difference from any subsequent payments. Interest at the annual

rate specified in the SCC 6.5 shall become payable as from the above due date on any amount due

by, but not paid on, such due date.

vi. Should the certification not be provided, or refused in writing by the Employer within one month

from the date of receipt of the corresponding invoice, the certification will be deemed to have been

provided, and the progress payment will be released at such date.

vii. The appropriate supporting document for the Operation’s Period GT & Combined Cycle shall be


b. Key Documents & Systems as set out in Appendix B2 as & when they are required over the

Operation’s Period.

B2. Schedule of Reports

The Service Provider shall throughout the term of this Contract develop, compute, maintain

and update a comprehensive set of manuals (including the Standing Instruction and

Procedures), Reports and Records, plans, data, drawings and information relating to all

aspects of the Service Provider's obligation to provide the Services hereunder for GT and

Combined Cycle as follows:.

(i) B2.1.Annual Operating Plan shall be submitted not later than 75 (seventy-five) days

prior to start of each Contract Year. Provided further that in respect of the first Annual

Operation Plan, the Service Provider shall submit its proposed Annual Operating Plan

not later than 30 (thirty) days after commencement of Operation Period for GT and

Combined Cycle

The Annual Operating Plan shall include but not be limited to comprehensive sections covering:

(a) Planned Facility Performance for the forthcoming Contract Year including anticipated outputs

and consumption’s for all revenue and cost streams.

(b) PPM Procedures.

(c) Scheduled Maintenance Plan including workshops, duration, and timing and implementation

methodology.

(d) Defect Liability Period supplies from the EPC Contractor.

(e) LTSA spares and overhauling services from the LTSA service provider

(f) Breakdown Repair Procedures.

(g) Facility Meters Calibration.

(h) Compliance to all Health, Safety and Environmental Procedures.

(i) Consents and Permits.

(j) Personnel issues.

(l) Other Facility and Site issues.

Appendices

157

(i) B2.2 : Weekly Performance Report : A performance report shall be submitted each

week no later than 10:00 hours on Sunday following the end of a week, which shall provide

information as detailed below:

The Weekly Performance Report shall include but not be limited to:

(a) Planned and achieved Facility performance,

(b) Planned and achieved Facility Margin,

(c) Details of Outages (planned and unplanned),

(d) Compliance to all Health, Safety and Environmental Procedures and deviations from

Performance targets,

(e) Key Facility and Site issues arising.

(i) B2.3 : Monthly Performance Report : A comprehensive Monthly performance report

shall be submitted each Month no later than 5 (five) Business Days after the end of the

Month which shall provide information as detailed below:

The Monthly Performance Report shall include all the elements for the

weekly performance report aggregated and presented on a monthly basis.

B2.4 : Bi-annual and Annual Performance Report: An in-depth review of the performance for

each Contract Year shall be submitted no later than 10 (ten) Business Days after the end of

the Contract Year, which shall provide information as detailed in below:

Summary of annual activities per Part 2 above

B2.5 : Daily Performance Report :A performance report shall be submitted each day no later

than 10:00 hours for previous day’s performance, which shall provide information as detailed

below:. The Daily Performance Report shall include but not be limited to:

(a) Planned and achieved Performance,

(b) Compliance to all Health, Safety and Environmental Procedures and deviations from

Performance targets.

(c) Key Facility and Site issues arising

B2.6: Accident Report: The Service Provider shall notify the Employer within 1 (one) hour

of any accidents on or close to the Site. A written report of each accident or any unsafe

incident shall be submitted within 12 (twelve) hours of the event occurring together with the

remedies proposed to prevent recurrence.

B2.7: Health and Safety Procedures Report: A report on every material health and safety

issue together with a recommended course of action shall be submitted within 12 (twelve)

hours of the situation becoming apparent.

B2.8:Maintenance Report

(i) Scheduled Maintenance Report: A Scheduled Maintenance report shall be submitted

within 5 (five) Business Days after the completion of the relevant Scheduled

Maintenance activities detailing the condition of the Facility and the Site and the work

undertaken.

(ii) Major Overhaul Report: A Major Overhaul report shall be submitted within 15

(fifteen) Business Days after the completion of the relevant Overhauling Maintenance

activities detailing the condition of the Facility and the Site and the work undertaken.

Appendices

158

(iii) Breakdown Repairs Report: A Breakdown Repair report shall be submitted within 5

(five) Business Days of the completion of the Breakdown Repair detailing the cause

of the Breakdown, the condition of the item or equipment that failed and the work

done together with recommendations for the prevention of further similar

Breakdowns.

B2.9: Reports Required by Governmental Authorities: A copy of every report or

communication to or from every Governmental Authority shall be submitted within 3

(three) Business Day of submitting or receiving it

B2.10 : Inventory & Spares Records

The Service Provider’s representative shall maintain complete Records of all Spares received, used,

disposed or returned under Article 10 and shall supply a copy of the Records to the Employer.

a) Statements of Usage and Stock Audits: Annually – Not later than 60 (sixty) days before the

beginning of the 2nd (second) and each subsequent Contract Year the Service Provider shall

provide the Employer with a statement recording an updated inventory of Spares and Special

Tools (as defined in Clause 10.11.1). The statement shall record:

(i) items utilized and require replacement

(ii) Expected residual life of any components refurbished during that Contract

Year

(iii) Spares or Special Tools obtained since the last annual statement

b) Monthly – within 15 ( fifteen ) days of the end of each Month provide the Employer with a Report

of the Value and levels of Spares and Special Tools held

c) The Employer shall have the right to audit the stock of Spares and Special Tools and any deficits

in the stock of Spares and Special Tools resulting from losses, damage or otherwise unaccounted

for shall be for the account of the Service Provider except where such deficits are solely the result

of any act or omission of the Employer

d) The Service Provider shall replace those lost, damaged and unaccounted for Spares and Special

Tools, promptly after receiving an instruction to this effect from the Employer

B2.11: Any other report, if need by Employer: The Service Provider shall prepare, compile

and submit any other report relating to information of the operation and maintenance of the

Facility, which the Employer shall reasonably require or instruct.

B2. 12: Records

B2.12.1 General

The Service Provider shall throughout the term of this Contract develop, update and maintain at the

Site comprehensive and detailed Records of all aspects of the operation and maintenance of the

Facility and the Site, including information required to be kept on Site by statutory bodies, in

appropriate filing systems. The Service Provider shall provide the Employer with full details of these

systems and keep the Employer informed of any adjustments throughout the Term. The Employer

shall have full access to all information contained in these systems including the right to take

electronic or hard copies of any such information, as if the relevant information were his own..

B2.12.2 Other Requirements

(a) The Service Provider shall in a format acceptable to the Employer and BPDB keep complete

and accurate records as agreed to between BPDB and the Employer pursuant to the PPA for the

purposes of proper administration of the PPA between Employer and BPDB. Among other records

and data required hereby or elsewhere in this Contract, the Service Provider shall also maintain any

Statutory records to be maintained under compliance of the Grid Code

Appendices

159

(b) All such records and data shall be maintained for a minimum of sixty (60) Months after the

creation of such record or date and for any additional length of time required by a Relevant Authority.

Each Party shall not dispose of or destroy any such records without the written prior consent of the

other Party.

Appendices

160

Appendix C—Key Personnel

List under: C-1 Titles [and names, if already available], detailed job descriptions and

minimum qualifications of International Personnel to be assigned to

work in the Government’s country, and staff-months for each.

C-2 Same as C-1 for Key International Personnel to be assigned to work

outside the Government’s country.

C-3 deleted

C-4 Same information as C-1 for Key National Personnel.

Appendix D—Breakdown of Contract Price in Foreign

Currency(ies)

List here the elements of cost used to arrive at the breakdown of the total price—foreign

currency portion:

1. Rates for Equipment Usage or Rental or for Personnel (Key Personnel and

other Personnel).


3. deleted

Appendix E—Breakdown of Contract Price in Local Currency

List here the elements of cost used to arrive at the breakdown of the total price—local

currency portion:

1. Rates for Equipment Usage or Rental or for Personnel (Key Personnel and

other Personnel).


3. deleted

Appendices

161

Appendix F—Services and Facilities Provided by the Employer

F: SPARES, EQUIPMENT AND SPECIAL TOOLS

Part 1: Strategic Spares List

(To be provided by the Employer)

Part 2: Employer’s Spares

(To be provided by the Employer)

Part 3: LTSA Spares

(To be provided by the LTSA service provider)

Part 4: deleted

Part 5: Workshop equipment (provided by the EPC Contractor)

Part 6: Laboratory equipment (provided by the EPC Contractor)

Part 7: Mobile equipment (provided by the EPC Contractor)

Part 8: Special Tools and Equipment (provided by the EPC Contractor)

Appendices

162

Appendix G— Penalty Compensation Appendix

Penalty Compensation Appendix Provisions

DELETED

Appendices

163

Appendix H—Insurance Provisions

H1: Service Provider’s Insurance The Service Provider shall obtain and maintain in force during the Term the following insurance:

(i) Professional indemnity insurance in accordance with laws of Bangladesh

(ii) Employers Liability Insurance in accordance with laws of Bangladesh

(iii) “General Third Party Liability Insurance” to cover injury to or death of third parties or

damage to the property of third parties caused by the Service Provider, .

(iv) “Workmen’s compensation insurance” in accordance with laws of Bangladesh to cover injury

to or death of Service Provider, contractors, or subcontractor’s employees.

(v) “Workmen’s compensation insurance” in accordance with laws of Bangladesh to cover injury

to or death of Employer’s employees. This particular expenditure shall be paid through

Employer approved budget.

(vi) “Automobile Insurance” to cover loss or damage to Service Provider, Contractor and

subcontractor, owned, leased or hired vehicles.

H2: Employer’s Insurance

(a) After Commercial Operations Date.

The Employer shall obtain and maintain in force during the term of this Contract the

following insurance after the Commercial Operations Date:

(i) “All Risks Property Damage Insurance” to cover the engineering, procurement,

construction and commissioning Facility from any damage arising out of any cause

whatsoever.

(ii) “General Third Party Liability Insurance” to cover injury to or death of third parties

or damage to the property of third parties caused by the Employer, its contractors or

subcontractors.

(iii) “Machinery Insurance” specifically applicable to the Gas Turbine Generating

Equipment contained as a part of the Facilities which insurance shall cover for

damage to the equipment in the Facilities and shall.

(iv) “Business Interruption Insurance” to cover the costs incurred in loss of or damage to

the equipment in the Facilities.

(v) “Automobile Insurance” to cover loss or damage to Service Provider, Contractor and

subcontractor, owned, leased or hired vehicles.

Appendices

164

Appendix I—Project Time Line

Project Time Line: The tentative Commercial Operation Dates (COD) schedule for GT and

Combined Cycle are 18/Aug/2015 and 09/Apr/2016 respectively. The following diagram

shows the contractual timeline of the project along with the tentative COD of GT and

Combined Cycle.

COD of GT and

COD for CC

are

18/Aug/2015

and

09/Apr/2016

respectively

(tentative)

End of O&M

Contract

Period

Contract

Length

4 Years

3 Years 1

month

GT – Gas Turbine

CC – Combined Cycle

1 Month

Mobilizatio

n &

Takeover

Services for

GT

8 Month

Mobilizatio

n &

Takeover

Services for

CC

2 Month

O &M Period of GT

O &M Period

of CC

Appendices

165

Appendix J- O&M Staffing Plan for the Service Provider

Part-A

HSEQ

Engine

er

Electrical

Engineer

Mechanica

l (ST)

AE

HSEQ

HSEQ

Engineer

Mechanica

l (GT)

Plant Manager

I&C

Engineer-

1&2

Chemist

Mechanical

(ST & BOP)

Shift

manager-1&2

Appendices

166

Appendix J—O&M Staffing Plan for the Employer

Part-B: from 1st Year, the following personnel will be deployed:

Sl.No. Type of personnel Nos.

1 Chief Engineer (CE) 1

2 Superintending Engineer(SE) 2

3 Executive Engineer (Shift) 4

4 Executive Engineer (Maintenance) 3

5 Manager (Accounts) 1

6 Manager (HRM) 1

7 Manager / Dy. Manager (chemist) 1

8 Sub-divisional Engineer (SDE) 3

9 Sub-divisional Engineer (SDE) (Shift) 4

10 Sub-divisional Engineer (SDE) (Mech&Civil) 3

11 Sub-divisional Engineer (SDE) (Elect./ I&C) 4

12 Dy. Manager (Accounts) 1

13 Deputy Manager (DM)/ Asstt Mgr (AM) (HR) 1

14 Dy. Manager (HSEQ) 1

15 Assistant Engineer (AE) (Shift) 12

16 Assistant Engineer (AE)(Mech& Civil) 3

17 Assistant Engineer (AE) (Elect.& Electronics) 4

18 Sub asstt Engr (SAE) (Shift) 12

19 Sub asstt Engr (SAE) (Mech& Civil) 3

20 Sub asstt Engr (SAE) (Elect.& Electronics) 4

21 Junior Asstt Mrg(JAM) (Accounts) 1

22 Junior Asstt Mrg (JAM) (HR) 1

23 Accounts Assistant 1

24 Foreman 5

25 Security cum Fire Fighting Supervisor 1

26 Technican (Mech& Civil) 10

27 Technican (Elec&Inst) 9

28 Crane/ heavy vehicle operator 1

29 Lab Assistant 4

30 Office Asstt./Computer Operator 8

31 Store Keeper 2

32 Attendent (Technical) 16

33 Office Attendent 13

34 Driver 12

Grand Total 152

Appendices

167

Manpower Positions and Staffing Plan of the O&M Service Provider Personnel

at the Siddhirganj 335 MW Combined Cycle Plant:

Key Staffing Positions Yr 1 Yr 2 Yr 3 Yr 4

Plant Manager 1 1 0 0

HSEQ Engineer 1 0 0 0

Chemist 1 1 0 0

Mechanical Engineer(GT) 1 0 0 0

Electrical Engineer 1 1 0 0

Mechanical Engineer (ST) 1 1 0 0

Mechanical Engineer (HRSG & BOP) 1 1 1 0

I&C Engineer 2 2 1 1

Shift Manager 2 2 1 1

Plant Level Staff 11 11 3 2

Man-month/year 107 102 31 24

EGCB Manpower Schedule for the Plant

Note:

Resource From Year 1

EGCB Key Staff and Others staff 152

Appendices

168

Tentative employment schedule for O&M of Siddhirganj 335 MW CCPP

Bidder may propose their own expert schedule keeping the MM fixed

Discipline Total Year-1 Year-2

MM M-1 M-2 M-3 M-4 M-5 M-6 M-7 M-8 M-9 M-10 M-11 M-12 M-13 M-14 M-15 M-16 M-17 M-18 M-19 M-20 M-21

M-22 M-23 M-24

Plant Manager 24

Mechanical Engineer(GT) 12

Electrical Engineer 24

Mechanical Engineer (ST) 14

Mechanical Engineer

(HRSG) 17

I&C Engineers-1&2 48

Shift Engineers-1&2 48

HSEQ Engineer 8

Chemist 14

Discipline Total Year-3 Year-4

MM M-25 M-26 M-27

M-28

M-29

M-30 M-31

M-32

M-33 M-34 M-35 M-36 M-37 M-38 M-39 M-40 M-41 M-42 M-43 M-44 M-45 M-46 M-47 M-48

Plant Manager 00

Mechanical Engineer(GT) 00

Electrical Engineer 00

Mechanical Engineer (ST) 00

Mechanical Engineer

(HRSG) 7

I&C Engineer 24

Shift Manager 24

HSEQ Engineer 00

Chemist 0

* Mobilization for GT will start one month earlier of GT COD. ** Mobilization for CC will start two months earlier than COD of CC. Note- The Electrical Engineer will takeover for

the period for which the Plant Manager will not be available.