Volume 1 of 3 PDF

POWER GRID COMPANY OF BANGLADESH LIMITED
Single-Stage Two-Envelope
Bidding Procedure
BIDDING DOCUMENT
FOR
Design, Supply, Installation, Testing & Commissioning of High
Capacity Telecommunication Transmission Equipment for Several
Locations to Connect Dhaka-Benapole-Kuakata on Turnkey Basis.
(Contract No: PGCB/OPGW/DHK-KKT)
VOLUME 1 OF 3
Issued on: January 27, 2020

Invitation Letter for Bids No.: 27.21.0000.101.07.215.20.546
ICB No.: PGCB/OPGW/DHK-KKT
Employer: Power Grid Company of Bangladesh Limited
Country: People’s Republic of Bangladesh
JANUARY 2020
Table of Contents
VOLUME 1 OF 3
PART I Bidding Procedures
Section 1 - Instructions to Bidders (ITB)
Section 2 - Bid Data Sheet (BDS)
Section 3 - Evaluation and Qualification Criteria (EQC)
Section 4 - Bidding Forms (BDF)
Section 5 - Eligible Countries (ELC)
PART II Requirements
Section 6 - Employer’s Requirements (ERQ)
PART III Conditions of Contract and Contract Forms
Section 7 - General Conditions of Contract (GCC)
Section 8 - Special Conditions of Contract (SCC)
Section 9 - Contract Forms (COF)
Volume 2 of 3
Section 1 Scope of Works and General Information

Section 2 TECHNICAL REQUIREMENTS FOR TRANSMISSION NETWORK EQUIPMENT
Section 3 NETWORK MANAGEMENT SYSTEM (NMS)
Section 4 DC Power System
Section 5 Civil and Electro-Mechanical Works
Section 6 Test Instruments
Section 7 Training, Testing and Different Services
Annexure 1-4
Volume 3 of 3
Schedule A Introduction & Preamble to the Price & Technical Schedules

Schedule B Rates and Prices
Schedule C Delivery & Completion and Contract Completion Times
Schedule D Proposed Subcontractors / Manufacturers for Major Items of Plant and
Services
Schedule E Technical Particulars and Guarantees
Schedule F Proposed Subcontractors
Schedule G Proposed Contract & Site Organization
Schedule H Drawings and Documents to be submitted with Tender and after Contract
Schedule I Proposed Alternative Standards to which Equipment shall be provided
Design, Supply, Installation, Testing & Commissioning of High Capacity Telecommunication Transmission Equipment
for several locations to connect Dhaka-Benapole-Kuakata on Turnkey Basis.
Memo No.: 27.21.0000.101.07.215.20.645 Dated: 27/01/2020
INVITATION FOR BIDS
Design, Supply, Installation, Testing & Commissioning
of High Capacity Telecommunication Transmission
Equipment for Several Locations to Connect Dhaka-
Benapole-Kuakata on Turnkey Basis.
1. Power Grid Company of Bangladesh Ltd. (“the Employer”) invites sealed bids from
eligible bidders for Design, Supply, Installation, Testing & Commissioning of High
Capacity Telecommunication Transmission Equipment for several locations to
connect Dhaka-Benapole-Kuakata on Turnkey Basis (Contract No. PGCB/
OPGW/DHK-KKT) as defined in the bidding document (hereinafter referred to as
“the Works”).
2. The Scope of the Works is as below:
Power Grid Company of Bangladesh (PGCB) Limited is going to construct a high
capacity optical fiber transmission network covering several important locations of
Bangladesh in order to bring the transmission bandwidth from Kuakata SMW-5
Submarine cable landing station and Benapole ITC landing station and distribute
the bandwidth to several important locations. The scope of the works under this
tender is to deploy high capacity (100G) DWDM optical transmission equipment,
Optical Line Amplifiers (OLA) and associated auxiliary equipment at different
locations of Bangladesh.
3. The Works under this turnkey contract shall have to be completed within 06 (Six)
months from the effective date.
4. International Competitive Bidding will be conducted in accordance with Single
Stage Two-Envelope bidding procedure and is open to all bidders from eligible
source countries. PGCB will allocate necessary funds towards the cost of the
proposed works.
5. Bidders may obtain further information from and inspect and acquire the bidding
documents at the Head Office of the Power Grid Company of Bangladesh Ltd.
(PGCB), Avenue 3, Jahurul Islam City, Aftabnagar, Baada, Dhaka; Tel: +88 02
55046731-35, Fax: +88 02 55406722. The complete bidding documents are
available at PGCB’s website http://www.pgcb.gov.bd. In case of any discrepancy
between the documents downloaded by the prospective bidder and the Bid
Documents (hard copy) of PGCB, the later shall prevail.
6. A complete set of bidding documents may be purchased by interested eligible
bidders on submission of a written application to the Company Secretary, PGCB
at the above address upon payment of a nonrefundable fee of USD 200.00 (United
States Dollars two hundred) only or Tk. 16,000.00 (Taka Sixteen thousand) only in
the form of Pay Order/ Demand Draft in favor of Power Grid Company of
Bangladesh Ltd. The document may also be sent through courier for an additional
fee of Taka 1000.00 (for local delivery) or USD 120.00 (for overseas delivery).
PGCB shall not be responsible for any postal delay.
7. Bids must be delivered to the address mentioned above on or before 11:00 Hours
Local Time (GMT+6 hours) on March 9, 2020 together with a Bid Security of USD
40,000.00 (United States Dollar Forty thousand), or an equivalent amount in freely
convertible currency.
8. The technical bids will be opened at 11:05 Hours Local Time (GMT+6 hours) on
March 9, 2020 at the same address mentioned in item 5 in the presence of Bidders’
representatives who choose to attend.
9. PGCB reserves the right to accept or reject any bid, and to annul the bidding
process and reject all bids at any time prior to contract award, without thereby
incurring any liability to Bidders.
Md. Jahangir Azad
Company Secretary (Addl. Ch.)
Section 1: Instruction to Bidders (ITB)
SECTION I
INSTRUCTIONS TO BIDDERS (ITB)
Design, Supply, Installation, Testing & Commissioning of High Capacity Telecommunication Transmission
Equipment for several locations to connect Dhaka-Benapole-Kuakata on Turnkey Basis.
Section 1 - Instructions to Bidders 1-1
Section 1 - Instructions to Bidders
Table of Clauses
A. General .............................................................................................................................................. 3
1. Scope of Bid .................................................................................................................... 3

2. Source of Funds .............................................................................................................. 3
3. Corrupt Practices ............................................................................................................ 3
4. Eligible Bidders ............................................................................................................... 4
5. Eligible Plant and Services ............................................................................................. 5
B. Contents of Bidding Document ...................................................................................................... 5
6. Sections of Bidding Document ....................................................................................... 5

7. Clarification of Bidding Document, Site Visit, Pre-Bid Meeting ......................................... 6
8. Amendment of Bidding Document ................................................................................... 7
C. Preparation of Bids .......................................................................................................................... 7
9. Cost of Bidding ................................................................................................................ 7

10. Language of Bid .............................................................................................................. 7
11. Documents Comprising the Bid ....................................................................................... 7
12. Letter of Bid and Schedules ............................................................................................ 8
13. Alternative Bids ............................................................................................................... 8
14. Documents Establishing the Eligibility of Plant and Services .......................................... 9
15. Documents Establishing the Eligibility and Qualifications of the Bidder ........................... 9
16. Documents Establishing Conformity of the Plant and Services ........................................ 9
17. Technical Proposal, Subcontractors ................................................................................ 9
18. Bid Prices and Discounts............................................................................................... 10
19. Currencies of Bid and Payment ..................................................................................... 12
20. Period of Validity of Bids ............................................................................................... 12
21. Bid Security ................................................................................................................... 12
22. Format and Signing of Bid ............................................................................................. 13
D. Submission and Opening of Bids................................................................................................. 14
23. Submission, Sealing and Marking of Bids ...................................................................... 14
Equipment for Several Locations to Connect Dhaka-Benapole-Kuakata on Turnkey Basis.
24. Deadline for Submission of Bids ................................................................................... 14

25. Late Bids ....................................................................................................................... 15
26. Withdrawal, Substitution, and Modification of Bids ....................................................... 15
27. Bid Opening .................................................................................................................. 15
E. Evaluation and Comparison of Bids.............................................................................................17
28. Confidentiality ............................................................................................................... 17

29. Clarification of Bids ....................................................................................................... 17
30. Deviations, Reservations, and Omissions ..................................................................... 17
31. Preliminary Examination of Technical Bids ................................................................... 18
32. Responsiveness of Technical Bid ................................................................................. 18
33. Nonmaterial Nonconformities ........................................................................................ 18
34. Detailed Evaluation of Technical Bids ........................................................................... 19
35. Eligibility and Qualification of the Bidder........................................................................ 19
36. Correction of Arithmetical Errors ................................................................................... 20
37. Conversion to Single Currency...................................................................................... 20
38. Margin of Preference..................................................................................................... 20
39. Evaluation of Price Bids ................................................................................................ 20
40. Comparison of Bids ....................................................................................................... 21
41. Employer’s Right to Accept Any Bid, and to Reject Any or All Bids ............................... 21
F. Award of Contract ..........................................................................................................................21
42. Award Criteria ............................................................................................................... 21

43. Notification of Award ..................................................................................................... 21
44. Signing of Contract ....................................................................................................... 22
45. Performance Security.................................................................................................... 22
Section 1 - Instructions to Bidders

A. General
1. Scope of Bid 1.1 In connection with the Invitation for Bids indicated in the Bid Data Sheet
(BDS), the Employer, as indicated in the BDS, issues this Bidding
Document for the procurement of plant and services as specified in Section
6 (Employer’s Requirements). The name, identification, and number of lots
(contracts) of the International Competitive Bidding (ICB) are provided in
the BDS.
1.2 Unless otherwise stated, throughout this Bidding Document definitions and
interpretations shall be as prescribed in Section 7 (General Conditions of
Contract).
2. Source of 2.1 Government of Bangladesh (GoB) and Power Grid Company of

Funds Bangladesh Ltd. (hereinafter “Employer”) allocated necessary funds
towards the cost of the proposed works as indicated in the BDS.
3. Corrupt 3.1 Anticorruption policy requires that Employer, as well as bidders, suppliers
Practices and contractors under thiscontracts, observe the highest standard of ethics
during the procurement and execution of such contracts. In pursuance of
this policy:
(a) defines, for the purposes of this provision, the terms set forth below as
follows:
(i) “corrupt practice” means the offering, giving, receiving, or
soliciting, directly or indirectly, anything of value to influence
improperly the actions of another party;
(ii) “fraudulent practice” means 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) “coercive practice” means 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;
(iv) “collusive practice” means an arrangement between two or more
parties designed to achieve an improper purpose, including
influencing improperly the actions of another party;
(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, or coercive practices in competing for the
Contract; and
(c) will sanction a party or its successor, including declaring ineligible,
either indefinitely or for a stated period of time, to participate in
Employer’s financed activities if it at any time determines that the firm
has, directly or through an agent, engaged in corrupt, fraudulent,
collusive, or coercive practices in competing for, or in executing, an
Employer’s financed contract.
3.2 Furthermore, Bidders shall be aware of the provision stated in the

Conditions of Contract (GCC 9.6 and 42.2.1 (c)).
4. Eligible 4.1 A Bidder may be a private entity or a government-owned entity - subject to

Bidders ITB 4.5 - or any combination of such entities with the intent to enter into an
agreement supported by a letter of intent or under an existing agreement in
the form of a joint venture, consortium, or association (JV). In the case of
a JV:
(a) all partners shall be jointly and severally liable, and
(b) the JV shall nominate a Representative who shall have the authority to
conduct all business for and on behalf of any and all the partners of the
JV during the bidding process and, in the event the JV is awarded the
Contract, during contract execution.
4.2 A Bidder, and all partners constituting the Bidder, shall have a nationality of
an eligible country, in accordance with Section 5 (Eligible Countries). A
Bidder shall be deemed to have the nationality of a country if the Bidder is
a national or is constituted, incorporated, or registered and operates in
conformity with the provisions of the laws of that country. This criterion
shall also apply to the determination of the nationality of proposed
subcontractors or suppliers for any part of the Contract including related
services.
4.3 A Bidder shall not have a conflict of interest. All Bidders found to have a
conflict of interest shall be disqualified. A Bidder may be considered to be
in a conflict of interest with one or more parties in this bidding process if,
including but not limited to:
(a) they have controlling shareholders in common; or
(b) they receive or have received any direct or indirect subsidy from any of
them; or
(c) they have the same legal representative for purposes of this bid; or
(d) they have a relationship with each other, directly or through common
third parties, that puts them in a position to have access to material
information about or improperly influence the bid of another Bidder, or
influence the decisions of the Employer regarding this bidding process;
or
(e) a Bidder participates in more than one bid in this bidding process,
either individually or as a partner in a joint venture, except for
alternative offers permitted under ITB Clause 13. This will result in the
disqualification of all Bids in which it is involved. However, subject to
any finding of a conflict of interest in terms of ITB 4.3 (a) - (d) above,
this does not limit the participation of a Bidder as a subcontractor in
another bid or of a firm as a subcontractor in more than one bid; or
(f) a Bidder or any affiliated entity, participated as a consultant in the
preparation of the design or technical specifications of the plant and
services that are the subject of the bid.
4.4 A firm shall not be eligible to participate in any procurement activities under
a GoB-financed or GoB-supported project while under sanction by United
Nation Security Council pursuant to its Anticorruption Policy (see ITB 3),
whether such sanction was directly imposed by United Nation Security

Council, or imposed by United Nation Security Council pursuant to the
Agreement for Mutual Enforcement of Debarment Decisions. A bid from a
sanctioned or cross-debarred firm will be rejected.
4.5 Government-owned entities in the Borrower’s country shall be eligible only

if they can establish that they
(a) are legally and financially autonomous,
(b) operate under the principles of commercial law, and
(c) are not dependent agencies of the Employer or the Borrower.
4.6 Bidders shall provide such evidence of their continued eligibility

satisfactory to the Employer, as the Employer shall reasonably request.
4.7 Firms of a country shall be excluded if, 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.
4.8 In case a prequalification process has been conducted prior to the bidding
process, this bidding is open only to prequalified Bidders.
5. Eligible Plant 5.1 The plant and services to be supplied under the Contract shall have their
and Services origin in eligible source countries as defined in ITB 4.2 above and all
expenditures under the Contract will be limited to such plant and services.
5.2 For purposes of ITB 5.1 above, “origin” means the place where the plant,
or component parts thereof are mined, grown, produced or manufactured,
and from which the services are provided. Plant components are
produced when, through manufacturing, processing, or substantial or
major assembling of components, a commercially recognized product
results that is substantially in its basic characteristics or in purpose or utility
from its components.
B. Contents of Bidding Document
6. Sections of 6.1 The Bidding Document consists of Parts I, II, and III, which include all the
Bidding Sections indicated below, and should be read in conjunction with any
Document Addenda issued in accordance with ITB 8.
Volume 1


Section 9 - Contract Forms (CF)
Volume 2
• Scope of Works
• Technical Specifications
• Drawings forming Part of Specifications
6.2 The Invitation for Bids issued by the Employer is not part of the Bidding
Document.
6.3 The Employer is not responsible for the completeness of the Bidding
Document and its addenda, if they were not obtained directly from the
source stated by the Employer in the Invitation for Bids.
6.4 The Bidder is expected to examine all instructions, forms, terms, and
specifications in the Bidding Document. Failure to furnish all information or
documentation required by the Bidding Document may result in the
rejection of the bid.
7. Clarification of 7.1 A prospective Bidder requiring any clarification of the Bidding Document
Bidding shall contact the Employer in writing at the Employer’s address indicated in
Document, Site the BDS or raise his enquiries during the pre-bid meeting if provided for in
Visit, Pre-Bid accordance with ITB 7.4. The Employer will respond to any request for
Meeting clarification, provided that such request is received no later than twenty-
one (21) days prior to the deadline for submission of bids. The Employer’s
response shall be in writing with copies to all Bidders who have acquired
the Bidding Document in accordance with ITB 6.3, including a description
of the inquiry but without identifying its source. Should the Employer deem
it necessary to amend the Bidding Document as a result of a request for
clarification, it shall do so following the procedure under ITB 8 and ITB
24.2.
7.2 The Bidder is advised to visit and examine the site where the plant is to be
installed and its surroundings and obtain for itself on its own responsibility
all information that may be necessary for preparing the bid and entering
into a contract for the provision of plant and services. The costs of visiting
the site shall be at the Bidder’s own expense.
7.3 The Bidder and any of its personnel or agents will be granted permission
by the Employer to enter upon its premises and lands for the purpose of
such visit, but only upon the express condition that the Bidder, its
personnel, and agents will release and indemnify the Employer and its
personnel and agents from and against all liability in respect thereof, and
will be responsible for death or personal injury, loss of or damage to
property, and any other loss, damage, costs, and expenses incurred as a
result of the inspection.
7.4 The Bidder’s designated representative is invited to attend a pre-bid
meeting, if provided for in the BDS. The purpose of the meeting will be to
clarify issues and to answer questions on any matter that may be raised at
that stage.
7.5 The Bidder is requested, as far as possible, to submit any questions in

writing, to reach the Employer not later than one week before the pre-bid
meeting.
7.6 Minutes of the pre-bid meeting, including the text of the questions raised,
without identifying the source, and the responses given, together with any
responses prepared after the meeting, will be transmitted promptly to all
Bidders who have acquired the Bidding Document in accordance with ITB
6.3. Any modification to the Bidding Document that may become
necessary as a result of the pre-bid meeting shall be made by the
Employer exclusively through the issue of an Addendum pursuant to ITB 8
and not through the minutes of the pre-bid meeting.
7.7 Nonattendance at the pre-bid meeting will not be a cause for

disqualification of a Bidder.
8. Amendment of 8.1 At any time prior to the deadline for submission of bids, the Employer may
Bidding amend the Bidding Document by issuing addenda.
Document
8.2 Any addendum issued shall be part of the Bidding Document and shall be
communicated in writing to all who have obtained the Bidding Document
from the Employer in accordance with ITB 6.3.
8.3 To give prospective Bidders reasonable time in which to take an

addendum into account in preparing their bids, the Employer may, at its
discretion, extend the deadline for the submission of bids, pursuant to ITB
24.2
C. Preparation of Bids
9. Cost of Bidding 9.1 The Bidder shall bear all costs associated with the preparation and
submission of its Bid, and the Employer shall not be responsible or liable
for those costs, regardless of the conduct or outcome of the bidding
process.
10. Language of 10.1 The Bid, as well as all correspondence and documents relating to the bid
Bid exchanged by the Bidder and the Employer, shall be written in the English
language. Supporting documents and printed literature that are part of the
Bid may be in another language provided they are accompanied by an
accurate translation of the relevant passages into the English language, in
which case, for purposes of interpretation of the Bid, such translation shall
govern.
11. Documents 11.1 The Bid shall comprise two envelopes submitted simultaneously, one called
Comprising the the Technical Bid containing the documents listed in ITB 11.2 and the other
Bid the Price Bid containing the documents listed in ITB 11.3, both envelopes
enclosed together in an outer single envelope.
11.2 The Technical Bid submitted by the Bidder shall comprise the following:
(a) Letter of Technical Bid;
(b) Bid Security or Bid Securing Declaration, in accordance with ITB 21;
(c) alternative bids, if permissible, in accordance with ITB 13;
(d) written confirmation authorizing the signatory of the Bid to commit the
Bidder, in accordance with ITB 22.2;
(e) documentary evidence establishing in accordance with ITB 14.1 that
the plant and services offered by the Bidder in its bid or in any
alternative bid, if permitted, are eligible;

(f) documentary evidence in accordance with ITB 15 establishing the
Bidder’s eligibility and qualifications to perform the contract if its Bid is
accepted;
(g) Technical Proposal in accordance with ITB 17.
(h) documentary evidence establishing in accordance with ITB 16 that the
plant and services offered by the Bidder conform to the Bidding
Document;
(i) in the case of a bid submitted by a JV, JV agreement, or letter of intent
to enter into a JV including a draft agreement, indicating at least the
parts of the Plant to be executed by the respective partners;
(j) List of subcontractors, in accordance with ITB 17.2; and
(k) any other document required in the BDS.
11.3 The Price Bid submitted by the Bidder shall comprise the following:
(a) Letter of Price Bid;
(b) completed schedules as required, including Price Schedules, in
accordance with ITB 12 and 18;;
(c) alternative price bids, if permissible, in accordance with ITB 13; and
(d) any other document required in the BDS
12. Letter of Bid 12.1 The Letters of Technical Bid and Price Bid, and the Schedules, and all
and Schedules documents listed under ITB 11, shall be prepared using the relevant forms
furnished in Section 4 (Bidding Forms). The forms must be completed
without any alterations to the text, and no substitutes shall be accepted. All
blank spaces shall be filled in with the information requested.
13. Alternative 13.1 Unless otherwise indicated in the BDS, alternative bids shall not be
Bids considered. If they are allowed, the BDS will also indicate whether they are
permitted in accordance with ITB 13.3, or invited in accordance with
ITB13.2 and/or ITB 13.4.
13.2 When alternatives to the Time Schedule are explicitly invited, a statement
to that effect will be included in the BDS, and the method of evaluating
different time schedules will be described in Section 3 (Evaluation and
Qualification Criteria).
13.3 Except as provided under ITB 13.4 below, Bidders wishing to offer
technical alternatives to the Employer’s requirements as described in the
bidding document must also provide: (i) a price at which they are prepared
to offer a plant meeting the Employer’s requirements; and (ii) all
information necessary for a complete evaluation of the alternatives by the
Employer, including drawings, design calculations, technical specifications,
breakdown of prices, and proposed installation methodology 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.
13.4 When bidders are invited in the BDS to submit alternative technical
solutions for specified parts of the facilities, such parts shall be described
in Section 6 (Employer’s Requirements). Technical alternatives for the
specific parts of the facilities that comply with the performance and
technical criteria specified for the plant and services shall be considered by
the Employer on their own merits, pursuant to ITB 32.
14. Documents 14.1 To establish the eligibility of the plant and services in accordance with ITB
Establishing Clause 5, Bidders shall complete the country of origin declarations in the
the Eligibility of Price Schedule Forms, included in Section 4 (Bidding Forms).
Plant and
Services
15. Documents 15.1 To establish its eligibility and qualifications to perform the Contract in
Establishing accordance with Section 3 (Evaluation and Qualification Criteria), the
the Eligibility Bidder shall provide the information requested in the corresponding
and information sheets included in Section 4 (Bidding Forms).
Qualifications
of the Bidder
15.2 Domestic Bidders, individually or in joint ventures, applying for eligibility for
domestic preference shall supply all information required to satisfy the
criteria for eligibility as described in ITB 38.
16. Documents 16.1 The documentary evidence of the conformity of the plant and services to
Establishing the Bidding Document may be in the form of literature, drawings and data,
Conformity of and shall furnish:
the Plant and
(a) a detailed description of the essential technical and performance
Services
characteristics of the plant and services, including the functional
guarantees of the proposed plant and services, in response to the
Specification;
(b) a list giving full particulars, including available sources, of all spare
parts and special tools necessary for the proper and continuing
functioning of the plant for the period named in the BDS, following
completion of plant and services in accordance with provisions of
contract; and
(c) a commentary on the Employer’s Specification and adequate evidence
demonstrating the substantial responsiveness of the plant and services
to those specifications. Bidders shall note that standards for
workmanship, materials and equipment designated by the Employer in
the Bidding Document are intended to be descriptive (establishing
standards of quality and performance) only and not restrictive. The
Bidder may substitute alternative standards, brand names and/or
catalog numbers in its bid, provided that it demonstrates to the
Employer’s satisfaction that the substitutions are substantially
equivalent or superior to the standards designated in the Specification.
16.2 In order to facilitate evaluation of Technical Bids, deviations, if any, from

the terms and conditions or Specification shall be listed as indicated in ITB
18.2.
17. Technical 17.1 The Bidder shall furnish a Technical Proposal including a statement of
Proposal, work methods, equipment, personnel, schedule and any other information
as stipulated in Section 4 (Bidding Forms), in sufficient detail to
Subcontractors demonstrate the adequacy of the Bidders’ proposal to meet the work
requirements and the completion time.
17.2 For major items of plant and services as listed by the Employer in Section
3 (Evaluation and Qualification Criteria), which the Bidder intends to
purchase or subcontract, the Bidder shall give details of the name and
nationality of the proposed Subcontractors, including manufacturers, for
each of those items. In addition, the Bidder shall include in its bid
information establishing compliance with the requirements specified by the
Employer for these items. Bidders are free to list more than one
Subcontractor against each item of the plant and services. Quoted rates
and prices will be deemed to apply to whichever Subcontractor is
appointed, and no adjustment of the rates and prices will be permitted.
17.3 The Bidder shall be responsible for ensuring that any Subcontractor
proposed complies with the requirements of ITB 4, and that any plant, or
services to be provided by the Subcontractor comply with the requirements
of ITB 5 and ITB 15.1
18. Bid Prices and 18.1 Unless otherwise specified in the BDS and/or Section 6 (Employer’s
Discounts Requirements), bidders shall quote for the entire plant and services on a
“single responsibility” basis such that the total bid price covers all the
Contractor’s obligations mentioned in or to be reasonably inferred from the
bidding document in respect of the design, manufacture, including
procurement and subcontracting (if any), delivery, construction, installation
and completion of the plant. This includes all requirements under the
Contractor’s responsibilities for testing, pre-commissioning and
commissioning of the plant and, where so required by the bidding
document, the acquisition of all permits, approvals and licenses, etc.; the
operation, maintenance and training services and such other items and
services as may be specified in the Bidding Document, all in accordance
with the requirements of the General Conditions. Items against which no
price is entered by the Bidder will not be paid for by the Employer when
executed and shall be deemed to be covered by the prices for other items.
18.2 Bidders are required to quote the price for the commercial, contractual and
technical obligations outlined in the bidding document. If a Bidder wishes
to make a deviation, such deviation shall be listed in the relevant form in
Section 4 (Bidding Forms). The Bidder shall also provide the additional
price if any, for withdrawal of the deviation.
18.3 Bidders shall give a breakdown of the prices in the manner and detail
called for in the Price Schedules included in Section 4 (Bidding Forms).
Where no different Price Schedules are included in the Bidding Document,
bidders shall present their prices in the following manner: Separate
numbered Schedules included in Section 4 (Bidding Forms) shall be used
for each of the following elements. The total amount from each Schedule
(1 to 4) shall be summarized in a Grand Summary (Schedule 5) giving the
total bid price(s) to be entered in the Bid Form.
Schedule No. 1: Plant (including Mandatory Spare Parts) Supplied from
Abroad
Schedule No. 2: Plant (including Mandatory Spare Parts) Supplied from
within the Employer’s Country
Schedule No. 3: Design Services

Schedule No. 4: Installation and Other Services
Schedule No. 5 Grand Summary (Schedule Nos. 1 to 4)
Schedule No. 6: Spare Parts
Bidders shall note that the plant and equipment included in Schedule Nos.
1 and 2 above exclude materials used for civil, building and other
construction works. All such materials shall be included and priced under
Schedule No. 4, Installation and Other Services.
18.4 In the Schedules, bidders shall give the required details and a breakdown
of their prices as follows:
(a) Plant to be supplied from abroad (Schedule No. 1):
(i) the price of the plant shall be quoted as per Incoterms specified in
the BDS
(ii) all custom duties and other taxes paid or payable in the
Employer’s country on the plant if the contract is awarded to the
Bidder; and
(iii) the total price for the plant
(b) Plant supplied from within the Employer’s country (Schedule No. 2):
(i) The price of the plant shall be quoted as per Incoterms specified
in the BDS,
(ii) Sales tax and all other taxes payable in the Purchaser’s country
on the plant if the contract is awarded to the Bidder, and
(iii) The total price for the plant.
(c) Design Services. (Schedule No. 3).
(d) Installation and other Services shall be quoted separately (Schedule
No. 4) and shall include rates or prices for local transportation,
insurance and other services incidental to delivery of the plant, all
labor, contractor’s equipment, temporary works, materials,
consumables and all matters and things of whatsoever nature,
including operations and maintenance services, the provision of
operations and maintenance manuals, training, etc., where identified in
the Bidding Document, as necessary for the proper execution of the
installation and other services, including all taxes, duties, levies and
charges payable in the Employer’s country as of twenty-eight (28) days
prior to the deadline for submission of bids.
(e) Recommended spare parts shall be quoted separately (Schedule 6) as

specified in either subparagraph (a) or (b) above in accordance with
the origin of the spare parts.
18.5 The current edition of Incoterms, published by the International Chamber

of Commerce shall govern.
18.6 The prices shall be either fixed or adjustable as specified in the BDS.
(a) In the case of Fixed Price, prices quoted by the Bidder shall be fixed
during the Bidder’s performance of the contract and not subject to
variation on any account. A bid submitted with an adjustable price

quotation will be treated as non responsive and rejected.
(b) In the case of Adjustable Price, prices quoted by the Bidder shall be
subject to adjustment during performance of the contract to reflect
changes in the cost elements such as labor, material, transport and
contractor’s equipment in accordance with the procedures specified in
the corresponding Appendix to the Contract Agreement. A bid
submitted with a fixed price quotation will not be rejected, but the price
adjustment will be treated as zero. Bidders are required to indicate the
source of labor and material indices in the corresponding Form in
Section 4 (Bidding Forms).
18.7 If so indicated in BDS 1.1, bids are being invited for individual lots
(contracts) or for any combination of lots (packages). Bidders wishing to
offer any price reduction (discount) for the award of more than one contract
shall specify in their Letter of Price Bid the price reductions applicable to
each package, or alternatively, to individual contracts within the package,
and the manner in which the price reductions will apply.
19. Currencies of 19.1 The currency(ies) of the bid shall be, as specified in the BDS.
Bid and
Payment
19.2 Bidders shall indicate in the Schedule of Prices and the Letter of Price Bid
the portion of the bid price that corresponds to expenditures incurred in the
currency of the Employer’s country.
19.3 Bidders expecting to incur expenditures in other currencies for inputs to the
Facilities supplied from outside the Employer’s country and wishing to be
paid accordingly, may indicate in the Schedule of Prices and the Letter of
Price Bid up to three foreign currencies of their choice.
20. Period of 20.1 Bids shall remain valid for the period specified in the BDS after the bid
Validity of Bids submission deadline date prescribed by the Employer. A bid valid for a
shorter period shall be rejected by the Employer as non responsive.
20.2 In exceptional circumstances, prior to the expiration of the bid validity period,
the Employer may request Bidders to extend the period of validity of their bids.
The request and the responses shall be made in writing. If a bid security is
requested in accordance with ITB 21, it shall also be extended for a
corresponding period. A Bidder may refuse the request without forfeiting its bid
security. A Bidder granting the request shall not be required or permitted to
modify its bid.
21. Bid Security 21.1 Unless otherwise specified in the BDS, the Bidder shall furnish as part of
its bid, a Bid Securing Declaration or a bid security in original form and in
the amount and currency as specified in the BDS.
21.2 A Bid Securing Declaration shall use the form included in Section 4
(Bidding Forms). The Employer will declare a Bidder ineligible to be
awarded a Contract for a specified period of time if the Bid Securing
Declaration is executed, as provided in the BDS.
21.3 The bid security shall be a demand guarantee in following form:
(a) an unconditional bank guarantee;

from a reputable source from an eligible source country as specified in the
BDS. The bid security shall be submitted either using the Bid Security
Form included in Section 4 (Bidding Forms). The form must include the
complete name of the Bidder. The bid security shall be valid for twenty-
eight days (28) beyond the original validity period of the bid, or beyond any
period of extension if requested under ITB 20.2.
21.4 If a bid security is specified, any bid not accompanied by a substantially

compliant bid security or bid securing declaration shall be rejected by the
Employer as non responsive.
21.5 If a bid security is specified pursuant to ITB 21.1, the bid security of the
unsuccessful Bidder shall be returned as promptly as possible upon the
successful Bidder’s furnishing of the performance security pursuant to ITB
45.
21.6 If a bid security is specified pursuant to ITB 21.1, the bid security of
successful Bidders shall be returned as promptly as possible once the
successful Bidder has signed the Contract and furnished the required
performance security.
21.7 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 Letter of Bid Form, except as provided in ITB 20.2
or
(b) if the successful Bidder fails to:
(i) sign the Contract in accordance with ITB 44;
(ii) furnish a performance security in accordance with ITB 45; or
(iii) accept the arithmetical corrections of its Bid in accordance with
ITB 36.
21.8 The Bid Security or the Bid Securing Declaration of a JV shall 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 the Bid Securing
Declaration shall be in the names of all future partners as named in the
letter of intent referred to in ITB 4.1.
22. Format and 22.1 The Bidder shall prepare one original of the Technical Bid and one original
Signing of Bid of the Price Bid comprising the Bid as described in ITB 11 and clearly mark
it “ORIGINAL - TECHNICAL BID” and “ORIGINAL - PRICE BID”.
Alternative bids, if permitted in accordance with ITB 13, shall be clearly
marked “ALTERNATIVE”. In addition, the Bidder shall submit copies of the
bid, in the number specified in the BDS and clearly mark each of them
“COPY.” In the event of any discrepancy between the original and the
copies, the original shall prevail.
22.2 The original and all copies of the Bid shall be typed or written in indelible ink
and shall be signed by a person duly authorized to sign on behalf of the
Bidder. This authorization shall consist of a written confirmation as specified in
the BDS and shall be attached to the bid. The name and position held by each
person signing the authorization must be typed or printed below the signature.
All pages of the bid where entries or amendments have been made shall be
signed or initialed by the person signing the bid.
22.3 A bid submitted by a JV shall be signed so as to be legally binding on all

partners.
22.4 Any interlineations, erasures, or overwriting shall be valid only if they are
signed or initialed by the person signing the bid.
D. Submission and Opening of Bids

23. Submission, 23.1 Bidders may submit their bids by mail or by hand. When so specified in the
Sealing and BDS, bidders shall have the option of submitting their bids electronically.
Marking of Bids Procedures for submission, sealing and marking are as follows:
(a) Bidders submitting bids by mail or by hand shall enclose the original
and each copy of the Bid, including alternative bids, if permitted in
accordance with ITB 13, in separate sealed envelopes, duly marking
the envelopes as “ORIGINAL”, “ALTERNATIVE” and “COPY.” These
envelopes containing the original and the copies shall then be
enclosed in one single envelope. The rest of the procedure shall be in
accordance with ITB sub-Clauses 23.2 and 23.3.
(b) Bidders submitting bids electronically shall follow the electronic bid
submission procedures specified in the BDS.
23.2 The inner and outer envelopes shall:

(a) bear the name and address of the Bidder;
(b) be addressed to the Employer in accordance with ITB 24.1; and
(c) bear the specific identification of this bidding process indicated in the
BDS 1.1.
23.3 The outer envelopes and the inner envelopes containing the Technical Bid
shall bear a warning not to open before the time and date for the opening
of Technical Bid, in accordance with ITB Sub-Clause 27.1.
23.4 The inner envelopes containing the Price Bid shall bear a warning not to
open until advised by the Employer in accordance with ITB Sub-Clause
27.7.
23.5 Alternative Bids, if permissible in accordance with ITB Clause 13, shall be
prepared, sealed, marked, and delivered in accordance with the provisions
of ITB Clauses 20 and 21, with the inner envelopes marked in addition
“ALTERNATIVE NO….” as appropriate.
23.6 If all envelopes are not sealed and marked as required, the Employer will
assume no responsibility for the misplacement or premature opening of the
bid.
24. Deadline for 24.1 Bids must be received by the Employer at the address and no later than the
Submission of date and time indicated in the BDS.
Bids
24.2 The Employer may, at its discretion, extend the deadline for the submission of
bids by amending the Bidding Document in accordance with ITB 8, in which
case all rights and obligations of the Employer and Bidders previously subject
to the deadline shall thereafter be subject to the deadline as extended.
25. Late Bids 25.1 The Employer shall not consider any bid that arrives after the deadline for
submission of bids, in accordance with ITB 24. Any bid received by the
Employer after the deadline for submission of bids shall be declared late,
rejected, and returned unopened to the Bidder.
26. Withdrawal, 26.1 A Bidder may withdraw, substitute, or modify its bid after it has been submitted
Substitution, by sending a written notice, duly signed by an authorized representative, and
and shall include a copy of the authorization in accordance with ITB 22.2, (except
Modification of that withdrawal notices do not require copies). The corresponding substitution
Bids or modification of the bid must accompany the respective written notice. All
notices must be:
(a) prepared and submitted in accordance with ITB 22 and ITB 23 (except
that withdrawals notices do not require copies), and in addition, the
respective envelopes shall be clearly marked “Withdrawal,”
“Substitution,” “Modification;” and
(b) received by the Employer prior to the deadline prescribed for
submission of bids, in accordance with ITB 24.
26.2 Bids requested to be withdrawn in accordance with ITB 26.1 shall be returned
unopened to the Bidders.
26.3 No bid may be withdrawn, substituted, or modified in the interval between the
deadline for submission of bids and the expiration of the period of bid validity
specified by the Bidder on the Letter of Technical Bid or any extension thereof.
27. Bid Opening 27.1 The Employer shall conduct the opening of Technical Bids in the presence of
Bidders` designated representatives who choose to attend, and at the
address, date and time specified in the BDS. Any specific electronic bid
opening procedures required if electronic bidding is permitted in accordance
with ITB Sub-clause 23.1, shall be as specified in the BDS. The Price Bids
will remain unopened and will be held in custody of the Employer until the
specified time of their opening. If the Technical Bid and the Price Bid are
submitted together in one envelope, the Employer may reject the entire
Bid. Alternatively, the Price Proposal may be immediately resealed for later
evaluation.
27.2 First, envelopes marked “WITHDRAWAL” shall be opened and read out
and the envelope with the corresponding bid shall not be opened, but
returned to the Bidder. No bid withdrawal shall be permitted unless the
corresponding withdrawal notice contains a valid authorization to request
the withdrawal and is read out at bid opening.
27.3 Second, outer envelopes marked “SUBSTITUTION” shall be opened. The

inner envelopes containing the Substitution Technical Bid and/or
Substitution Price Bid shall be exchanged for the corresponding envelopes
being substituted, which are to be returned to the Bidder unopened. Only
the Substitution Technical Bid, if any, shall be opened, read out, and
recorded. Substitution Price Bid will remain unopened in accordance with
ITB Sub-Clause 27.1. No envelope shall be substituted unless the
corresponding Substitution Notice contains a valid authorization to request
the substitution and is read out and recorded at bid opening.
27.4 Next, outer envelopes marked “MODIFICATION” shall be opened. No

Technical Bid and/or Price Bid shall be modified unless the corresponding
Modification Notice contains a valid authorization to request the
modification and is read out and recorded at the opening of Technical Bids.
Only the Technical Bids, both Original as well as Modification, are to be
opened, read out, and recorded at the opening. Price Bids, both Original
as well as Modification, will remain unopened in accordance with ITB Sub-
Clause 27.1.
27.5 All other envelopes holding the Technical Bids shall be opened one at a
time, and the following read out and recorded:
(a) the name of the Bidder;
(b) whether there is a modification or substitution;
(c) the presence of a Bid Security, if required; and
(d) any other details as the Employer may consider appropriate.
Only Technical Bids and alternative Technical Bids read out and recorded at
bid opening shall be considered for evaluation. No Bid shall be rejected at
the opening of Technical Bids except for late bids, in accordance with ITB
Sub-Clause 25.1.
27.6 The Employer shall prepare a record of the opening of Technical Bids that
shall include, as a minimum: the name of the Bidder and whether there is a
withdrawal, substitution, or modification; and alternative proposals; and the
presence or absence of a bid security or a bid securing declaration, if one
was required. The Bidders’ representatives who are present shall be
requested to sign the record. The omission of a Bidder’s signature on the
record shall not invalidate the contents and effect of the record. A copy of
the record shall be distributed to all Bidders who submitted bids in time,
and posted online when electronic bidding is permitted.
27.7 At the end of the evaluation of the Technical Bids, the Employer will invite
bidders who have submitted substantially responsive Technical Bids and
who have been determined as being qualified for award to attend the
opening of the Price Bids. The date, time, and location of the opening of
Price Bids will be advised in writing by the Employer. Bidders shall be
given reasonable notice of the opening of Price Bids.
27.8 The Employer will notify Bidders in writing who have been rejected on the
grounds of their Technical Bids being substantially non-responsive to the
requirements of the Bidding Document and return their Price Bids
unopened.
27.9 The Employer shall conduct the opening of Price Bids of all Bidders who
submitted substantially responsive Technical Bids, in the presence of
Bidders` representatives who choose to attend at the address, date and
time specified by the Employer. The Bidder’s representatives who are
present shall be requested to sign a register evidencing their attendance.
27.10 All envelopes containing Price Bids shall be opened one at a time and the
following read out and recorded:
(a) the name of the Bidder;
(b) whether there is a modification or substitution;
(c) the Bid Prices, including any discounts and alternative offers; and
(d) any other details as the Employer may consider appropriate.
Only Price Bids, discounts, and alternative offers read out and recorded
during the opening of Price Bids shall be considered for evaluation. No Bid
shall be rejected at the opening of Price Bids.
27.11 The Employer shall prepare a record of the opening of Price Bids that shall
include, as a minimum: the name of the Bidder, the Bid Price (per lot if
applicable), any discounts, and alternative offers. The Bidders’
representatives who are present shall be requested to sign the record.
The omission of a Bidder’s signature on the record shall not invalidate the
contents and effect of the record. A copy of the record shall be distributed
to all Bidders who submitted bids in time, and posted online when
electronic bidding is permitted.
E. Evaluation and Comparison of Bids

28. Confidentiality 28.1 Information relating to the evaluation of bids and recommendation of contract
award, shall not be disclosed to Bidders or any other persons not officially
concerned with such process until information on Contract award is
communicated to all Bidders.
28.2 Any attempt by a Bidder to influence the Employer in the evaluation of the bids
or Contract award decisions may result in the rejection of its bid.
28.3 Notwithstanding ITB 28.2, from the time of bid opening to the time of Contract
award, if any Bidder wishes to contact the Employer on any matter related to
the bidding process, it should do so in writing.
29. Clarification of 29.1 To assist in the examination, evaluation, and comparison of the Technical and
Bids Price Bids, and qualification of the Bidders, the Employer may, at its
discretion, ask any Bidder for a clarification of its bid. Any clarification
submitted by a Bidder that is not in response to a request by the Employer
shall not be considered. The Employer’s request for clarification and the
response shall be in writing. No change in the substance of the Technical Bid
or prices in the Price Bid shall be sought, offered, or permitted, except to
confirm the correction of arithmetic errors discovered by the Employer in the
evaluation of the bids, in accordance with ITB 36.
29.2 If a Bidder does not provide clarifications of its bid by the date and time set in
the Employer’s request for clarification, its bid may be rejected.
30. Deviations, 30.1 During the evaluation of bids, the following definitions apply:
Reservations,
and Omissions (a) “Deviation” is a departure from the requirements specified in the
Bidding Document;
(b) “Reservation” is the setting of limiting conditions or withholding from
complete acceptance of the requirements specified in the Bidding
Document; and
(c) “Omission” is the failure to submit part or all of the information or
documentation required in the Bidding Document.
31. Preliminary 31.1 The Employer shall examine the Technical Bid to confirm that all
Examination documents and technical documentation requested in ITB Sub-Clause
of Technical 11.2 have been provided, and to determine the completeness of each
Bids document submitted. If any of these documents or information is missing,
the Bid may be rejected.
31.2 The Employer shall confirm that the following documents and information
have been provided in the Technical Bid. If any of these documents or
information is missing, the offer shall be rejected.
(a) Letter of Technical Bid;
(b) written confirmation of authorization to commit the Bidder;
(c) Bid Security, if applicable; and
(d) Technical Proposal in accordance with ITB 17.
32. Responsiveness 32.1 The Employer’s determination of a bid’s responsiveness is to be based on the
of Technical Bid contents of the bid itself, as defined in ITB11.
32.2 A substantially responsive Technical Bid is one that meets the requirements
of the Bidding Document without material deviation, reservation, or omission.
A material deviation, reservation, or omission is one that,
(a) if accepted, would:
(i) affect in any substantial way the scope, quality, or performance of
the plant and services specified in the Contract; or
(ii) limit in any substantial way, inconsistent with the Bidding
Document, the Employer’s rights or the Bidder’s obligations under
the proposed Contract; or
(b) if rectified, would unfairly affect the competitive position of other
Bidders presenting substantially responsive bids.
32.3 The Employer shall examine the technical aspects of the Bid submitted in
accordance with ITB 17, Technical Proposal, in particular to confirm that all
requirements of Section 6 (Employer’s Requirements) have been met without
any material deviation or reservation.
32.4 If a bid is not substantially responsive to the requirements of the Bidding
Document, it shall be rejected by the Employer and may not subsequently be
made responsive by correction of the material deviation, reservation, or
omission.
33. Nonmaterial 33.1 Provided that a Bid is substantially responsive, the Employer may waive any
Nonconformities nonconformities in the bid that do not constitute a material deviation,
reservation or omission.
33.2 Provided that a Bid is substantially responsive, the Employer may request
that the Bidder submit the necessary information or documentation, within
a reasonable period of time, to rectify nonmaterial nonconformities in the
Bid related to documentation requirements. Requesting information or
documentation on such nonconformities shall not be related to any aspect
of the Price Bid. Failure of the Bidder to comply with the request may result
in the rejection of its Bid.
33.3 Provided that a Bid is substantially responsive, the Employer shall rectify
nonmaterial nonconformities related to the Bid Price. To this effect, the Bid
Price shall be adjusted, for comparison purposes only, to reflect the price
of a missing or non-conforming item or component. The adjustment shall
be made using the method indicated in Section 3 (Evaluation and
34. Detailed 34.1 The Employer will carry out a detailed technical evaluation of the bids not
Evaluation of previously rejected as being substantially non-responsive, in order to
Technical Bids determine whether the technical aspects are in compliance with the
Bidding Document. In order to reach such a determination, the Employer
will examine and compare the technical aspects of the bids on the basis of
the information supplied by the bidders, taking into account the following:
(a) overall completeness and compliance with the Employer’s
Requirements; deviations from the Employer’s Requirements;
conformity of the plant and services offered with specified performance
criteria; suitability of the plant and services offered in relation to the
environmental and climatic conditions prevailing at the site; and
quality, function and operation of any process control concept included
in the bid. The bid that does not meet minimum acceptable standards
of completeness, consistency and detail will be rejected for non-
responsiveness;
(b) type, quantity and long-term availability of mandatory and
recommended spare parts and maintenance services; and
(c) other relevant factors, if any, listed in Section 3 (Evaluation and
34.2 Where alternative technical solutions have been allowed in accordance with
ITB 13, and offered by the Bidder, the Employer will make a similar evaluation
of the alternatives. Where alternatives have not been allowed but have been
offered, they shall be ignored.
35. Eligibility and 35.1 The Employer shall determine to its satisfaction during the evaluation of
Qualification of Technical Bids whether a Bidder meets the eligibility and qualifying criteria
the Bidder specified in Section 3 (Evaluation and Qualification Criteria).
35.2 The determination shall be based upon an examination of the documentary

evidence of the Bidder’s qualifications submitted by the Bidder, pursuant to
ITB 15.
35.3 An affirmative determination shall be a prerequisite for the opening and

evaluation of a Bidder’s Price Bid. A negative determination shall result
into the disqualification of the Bid, in which event the Employer shall return
the unopened Price Bid to the Bidder.
35.4 The capabilities of the manufacturers and subcontractors proposed in its Bid
to be used by the Bidder will also be evaluated for acceptability in accordance
with Section 3 (Evaluation and Qualification Criteria). Their participation should
be confirmed with a letter of intent between the parties, as needed. Should a
manufacturer or subcontractor be determined to be unacceptable, the Bid will
not be rejected, but the Bidder will be required to substitute an acceptable
manufacturer or subcontractor without any change to the bid price. Prior to
signing the Contract, the corresponding Appendix to the Contract Agreement

shall be completed, listing the approved manufacturers or subcontractors for
each item concerned.
36. Correction of 36.1 During the evaluation of Price Bids, the Employer shall correct arithmetical
Arithmetical errors on the following basis:
Errors
(a) where there are errors between the total of the amounts given under
the column for the price breakdown and the amount given under the
Total Price, the former shall prevail and the latter will be corrected
accordingly;
(b) where there are errors between the total of the amounts of Schedule
Nos. 1 to 4 and the amount given in Schedule No. 5 (Grand
Summary), the former shall prevail and the latter will be corrected
accordingly; and
(c) if there is a discrepancy between words and figures, the amount in
words shall prevail, unless the amount expressed in words is related to
an arithmetical error, in which case the amount in figures shall prevail
subject to (a) and (b) above.
36.2 If the Bidder that submitted the lowest evaluated bid does not accept the
correction of errors, its bid shall be disqualified and its bid security may be
forfeited or its bid securing declaration executed.
37. Conversion to 37.1 For evaluation and comparison purposes, the currency(ies) of the bid shall be
Single converted into a single currency as specified in the BDS .
Currency
38. Margin of 38.1 Unless otherwise specified in the BDS, a margin of preference shall not apply.
Preference
39. Evaluation of 39.1 The Employer shall use the criteria and methodologies listed in this
Price Bids Clause. No other evaluation criteria or methodologies shall be permitted.
39.2 To evaluate a Price Bid, the Employer shall consider the following:
(a) the bid price, excluding provisional sums and the provision, if any, for
contingencies in the Price Schedules;
(b) price adjustment for correction of arithmetical errors in accordance with
ITB 36.1;
(c) price adjustment due to discounts offered in accordance with ITB 18.7;
(d) converting the amount resulting from applying (a) to (c) above, if
relevant, to a single currency in accordance with ITB 37; and
(e) the evaluation factors indicated in Section 3 (Evaluation and
39.3 If price adjustment is allowed in accordance with ITB 18.6, the estimated effect
of the price adjustment provisions of the Conditions of Contract, applied over
the period of execution of the Contract, shall not be taken into account in bid
evaluation.
39.4 If this Bidding Document allows Bidders to quote separate prices for different
lots (contracts), and the award to a single Bidder of multiple lots (contracts),
the methodology to determine the lowest evaluated price of the lot (contract)
combinations, including any discounts offered in the Letter of Price Bid, is
specified in Section 3 (Evaluation and Qualification Criteria).
39.5 If the bid, which results in the lowest Evaluated Bid Price, is seriously
unbalanced or front loaded in the opinion of the Employer, the Employer may
require the Bidder to produce detailed price analyses for any or all items of the
Price Schedules, to demonstrate the internal consistency of those prices with
the methods and time schedule proposed. After evaluation of the price
analyses, taking into consideration the terms of payments, the Employer may
require that the amount of the performance security be increased at the
expense of the Bidder to a level sufficient to protect the Employer against
financial loss in the event of default of the successful Bidder under the
Contract.
40. Comparison of 40.1 The Employer shall compare all substantially responsive Bids to determine the
Bids lowest evaluated bid, in accordance with ITB 39.2.
41. Employer’s 41.1 The Employer reserves the right to accept or reject any bid, and to annul the
Right to Accept bidding process and reject all bids at any time prior to contract award, without
Any Bid, and to thereby incurring any liability to Bidders. In case of annulment, all bids
Reject Any or submitted and specifically, bid securities, shall be promptly returned to the
All Bids Bidders.
F. Award of Contract
42. Award Criteria 42.1 The Employer shall award the Contract to the Bidder whose offer has been
determined to be the lowest evaluated bid and is substantially responsive to
the Bidding Document, provided further that the Bidder is determined to be
eligible and qualified to perform the Contract satisfactorily.
42.2 The Employer reserves the right to accept any of the deviations submitted in
accordance with ITB 18.2 by the lowest evaluated bidder, at the price shown
for the deviation in the bid.
43. Notification of 43.1 Prior to the expiration of the period of bid validity, the Employer shall notify the
Award successful Bidder, in writing, that its bid has been accepted. The notification
letter (hereinafter and in the Conditions of Contract and Contract Forms called
the “Letter of Acceptance”) shall specify the sum that the Employer will pay the
Contractor in consideration of the execution and completion of the plant and
services (hereinafter and in the Conditions of Contract and Contract Forms
called “the Contract Price”).
43.2 At the same time, the Employer will publish in an English language
newspaper or well-known freely accessible website the results identifying
the bid and lot numbers and the following information: (i) name of each
Bidder who submitted a Bid; (ii) bid prices as read out at bid opening; (iii)
name and evaluated prices of each Bid that was evaluated; (iv) name of
bidders whose bids were rejected and the reasons for their rejection; and
(v) name of the winning Bidder, and the price it offered, as well as the
duration and summary scope of the contract awarded. After publication of
the award, unsuccessful bidders may request in writing to the Employer for
a debriefing seeking explanations on the grounds on which their bids were

not selected. The Employer shall promptly respond in writing to any
unsuccessful Bidder who, after Publication of contract award, requests a
debriefing.
43.3 Until a formal contract is prepared and executed, the notification of award shall
constitute a binding Contract.
43.4 The Employer shall promptly respond in writing to any unsuccessful Bidder
who, after notification of award in accordance with ITB 43.1, requests in writing
the grounds on which its bid was not selected.
44. Signing of 44.1 Promptly after notification, the Employer shall send the successful Bidder the
Contract Contract Agreement.
44.2 Within twenty-eight (28) days of receipt of the Contract Agreement, the
successful Bidder shall sign, date, and return it to the Employer.
45. Performance 45.1 Within twenty-eight (28) days of the receipt of notification of award from the
Security Employer, the successful Bidder shall furnish the performance security in
accordance with the conditions of contract, subject to ITB 39.5, using for that
purpose the Performance Security Form included in Section 6 (Employer’s
Requirements), or another form acceptable to the Employer. The
performance security shall be issued from a scheduled bank located in
Employer’s country.
45.2 Failure of the successful Bidder to submit the above-mentioned

Performance Security or sign the Contract shall constitute sufficient
grounds for the annulment of the award and forfeiture of the bid security or
execution of the bid securing declaration. In that event the Employer may
award the Contract to the next lowest evaluated Bidder whose offer is
substantially responsive and is determined by the Employer to be qualified
to perform the Contract satisfactorily.
Section 2: Bid Data Sheet
Section 2
Bid Data Sheet
Section 2: Bid Data Sheet
Table of Contents Page
A. Introduction 1
B. Bidding Documents 2
C. Preparation of Bids 4
D. Submission and Opening of Bids 8
E. Evaluation and Comparison of Bids 9
F. Award of Contract 10
Section 2: Bid Data Sheet Page 2-1
A. Introduction
ITB 1.1 The number of the Invitation for Bids is:
27.21.0000.101.07.215.20.546, Dated January 27, 2020
The Employer is:
Power Grid Company of Bangladesh Limited
The name of the International Competitive Bidding (ICB) is:
Design, Supply, Installation, Testing & Commissioning of High Capacity Telecom-

munication Transmission Equipment for Several Locations to Connect Dhaka-
The identification number of the ICB is:
PGCB/OPGW/DHK-KKT
The number of lots (contracts) comprising this ICB is: 1 (One)
ITB 2.1 Power Grid Company of Bangladesh Ltd. (PGCB) will allocate necessary funds towards
the cost of the proposed works.
The Employer is:
The name of the project is:
Design, Supply, Installation, Testing & Commissioning of High Capacity Telecom-

munication Transmission Equipment for Several Locations to Connect Dhaka-
ITB 4.1 The percentage of share of the nominated Representative or Partner-in Charge of the
Joint Venture / Consortium shall be at least 50% of the Bid Price.
The percentage of share of each partner in Joint Venture / Consortium shall be at least
20 % of the Bid Price
ITB 4.8 There is no prequalification process.
ITB 6.1 The ITB 6.1 Clause is replaced by the following:

The Bidding Document consists of Parts I, II, and III, which include all the Sections indi-
cated below, and should be read in conjunction with any Addenda issued in accordance
with ITB 8.
Volume 1

Section 9 - Contract Forms (CF)
Volume 2
• Section 1: Scope of Works
• Section 2: Telecom Equipment for Transmission Network Equipment
• Section 3: Network Management System (NMS)
• Section 4: DC Power System
• Section 5: Civil and Electro-Mechanical Works
• Section 6: Test Instruments
• Section 7: Training, Testing and Different Services
• Annexure 1-4
Volume 3
• Schedule A: Introduction & Preamble to the Price & Technical Schedules
• Schedule B: Bid Prices & Schedules
• Schedule C: Bar Chart Program of Key Activities - Delivery & Completion
Time Schedule
• Schedule D: Manufacturers, Places of Manufacture and Testing
• Schedule E: Technical Particulars and Guarantees
• Schedule F: Proposed Subcontractors
• Schedule G: Proposed Contract & Site Organization
• Schedule H: Drawings and Documents
• Schedule I: Proposed Alternative Standards to which Equipment shall be Pro-
vided.
B. Bidding Documents
ITB 7.1 For clarification purposes only, the Employer's address is:

Attention:
Company Secretary
PGCB Head Office Building
Avenue – 3, Jahurul Islam City, Aftabnagar, Badda, Dhaka-1212, Bangladesh
Tel: +88 02 550467 31-35
Fax: +88 02 55046722
Email: se-ofcn@pgcb.org.bd ; se-ofcn@pgcb.gov.bd ; se-contract@pgcb.org.bd
ITB 7.4 A Pre-Bid meeting will take place. Date, time and place are as follows:
Date: February 17, 2020

Time: 11:00 AM Bangladesh Standard Time (GMT+6 hours)
Place: Meeting Room, Power Grid Company of Bangladesh Limited, PGCB
Head Office Building (2nd Floor), Avenue – 3, Jahurul Islam City,
Aftabnagar, Badda, Dhaka-1212
Site visits will not be organized by the Employer.
Bidders are advised to conduct site visits at their own responsibility. The Employer may
arrange necessary permissions if requested by the Bidders.
ITB 8.2 Addenda, if any, will be published on the Employer’s web page.
C. Preparation of Bids
ITB 10.1 The language of the bid is: English
The following text is added at the end:
Such kind of translation shall be certified by any notary public or any Government-
authorized agency of the Bidder's country.
ITB 11.2 (k) The Bidder shall submit with its Technical Bid the following additional documents:
i) Certificate of registration of the incorporation of the Bidder’s Company (with Eng-
lish translation, if applicable) defining the constitution or legal status, scope of
business, place of registration and principal place of business;
ii) Letter of Authorization to the effect that the Bidder is authorized to submit the bid
on behalf of the respective Manufacturer and that the Bidder has the authority to
supply such equipment to the Employer as per the form given in Section 4: Bid-
ding Forms (Manufacturer's Authorization) on the Manufacturer's or Manufactur-
er's Agent's Letterhead; and printed technical catalogue/brochure (original to be
submitted with the ORIGINAL) from the proposed Manufacturers of
(a) DWDM Equipment
(b) DC Battery
(c) Rectifier/ Battery Charger Unit
(d) Inverter
(e) Underground Optical Fiber
(f) ADSS Optical Fiber Cable
(g) Air-Conditioners
iii) Audited financial statement of the Bidder (all partners in case of JV) as per Sec-
tion 3– Evaluation and Qualification Criteria, Volume 1 of 3 of the Bidding Docu-
ment;
iv) Authority to seek reference from the Bidder’s Bank (applicable for Bidders and all
partners in case of JV);
v) Bank solvency certificate from the Bidders Bank;
vi) Delivery & Completion time Schedule as per Schedule C in Volume 3 of 3 of the
Bidding Document;
vii) Name & Nationality of manufacturer’s as per requirement of Schedule D in Vol-
ume 3 of 3 of the Bidding Document;
viii) Technical Particulars and Guarantees as per Schedule E in Volume 3 of 3 of the
Bidding Document;
ix) Proposed Subcontractors as per Schedule F, Volume 3 of 3 of the Bidding Doc-
ument;
x) Proposed Contract & Site Organization as per Schedule G, Volume 3 of 3 of the
Bidding Document;
xi) Required Drawings and Documents as per requirement of Section 6 - Employer’s
Requirement in Volume 1 of 3 of the Bidding Document, and Schedule H, Volume
3 of 3 of the Bidding Document;
xii) Proposed alternative Standards as per Schedule I, Volume 3 of 3 of the Bidding
Document;
xiii) Evidence of bidders and all manufacturer’s experience as per requirement men-
tioned in Section-3 of Volume 1. Satisfactory service evidence shall be in the end
user’s respective letterhead stationery indicating address, telephone and fax
numbers of the users.
xiv) Copies of valid ISO 9001:2008/2015 or equivalent certificates of proposed man-
ufacturers for individual equipment,
xv) Drawings/documents/type test certificate & report as per requirement of Section-
6 (Employer’s Requirement) in Volume 1 of 3 and Schedule H in Volume 3 of 3
of the Bidding Document,
A Bidder who is not doing business in Bangladesh shall submit the name and address
of a local agent who is able to liaise with the Employer.
Bids may be rejected if the above information/documents are not submitted or the sub-
mitted information/documents are found to be unsatisfactory.
ITB 11.3 (d) The Bidder shall submit with its Price Bid the following additional documents:
i) Detail terms of financing which shall include credit period, repayment period,
amortization schedule, interest rate as per schedule stated in Schedule-B and/or
any other information related to the financing proposal etc.
ii) Cash flow statement for project implementation
iii) Amortization schedule.
Bids may be rejected if the above information/documents are not submitted or the sub-
mitted information/documents are found to be unsatisfactory.
ITB 13.1 Alternative bids are not permitted.
ITB 13.2 Alternatives to the time schedule are not permitted.
ITB 13.4 Alternative technical solutions are not permitted.
ITB 16.1 (b) The period following completion of plant and services in accordance with provisions of
contract shall be:
05 (Five) Years.
ITB 18.1 Bidders shall quote for the entire plant and services on a single responsibility basis
ITB 18.3 Custom duty and any other taxes on installation and other services in the Employer's
and 18.4 country shall be as per provision of GCC14, Section 7, Volume 1 of the Bid Documents.
ITB The Incoterm for quoting plant to be supplied from abroad is:
18.4(a)(i)
CIP
Destinations are as follows:
Kuakata (Patuakhali), Patuakhali, Bhandaria (Pirojpur), Barisal, Bagerhat, Khulna,

Satkhira, Jessore, Noapara (Jessore), Benapole (Jessore), Jhenaidah, Kushtia,
Bheramara (Kushtia), Madaripur, Faridpur, Ishwardi, Natore, Bogra, Pabna,
Shahjadpur (Sirajganj), Sirajganaj, Tangail, Kaliakoir (Gazipur), Maona
(Mymensingh), Ashuganj (B. Baria), Bhulta (Narsingdi) and Dhaka District.

Refer to Annexure 1 (Volume 2 of 3) for more clarification.
ITB The Incoterm for quoting plant to be supplied from within the Employer's country is:
18.4(b)(i)
EXW
The term EXW shall be governed by the rules prescribed in the Incoterms (2010
edition) of current edition, published by the International Chamber of Commerce,
Paris.
ITB 18.6 The prices quoted shall be:
The prices quoted by the Bidder shall be fixed during the Bidder's performance of
the Contract. However, the Contract Price may vary due to the change in actual
quantity of different item/equipment during the Contract execution stage as per unit
price of the Contract.
ITB 19.1 The currency(ies) of the bid shall be as follows:
(a) Plant and equipment to be supplied from abroad shall be quoted entirely in
USD or/and EURO.
(b) Plant and equipment to be supplied from within the Employer's country
shall be quoted in local currency BANGLADESH TAKA and/or foreign cur-
rency mentioned above, depending upon the currency in which the costs
are to be incurred.
(c) Design shall be quoted in either foreign and/or local currency as mentioned
above, depending upon the currency in which the costs are to be incurred.
(d) Installation shall be quoted in local currency only.
(e) Spare Parts and Future Order Formula shall be quoted entirely in USD
or/and EURO.
ITB 19.2 Not used.
ITB 19.3 Not used.
ITB 20.1 The bid validity period shall be:
180 (one hundred eighty) days.
ITB 21.1 Bids shall include a Bid Security issued by a bank using the form included in Volume 1 -
Section 4 (Bidding Forms). The amount and currency of the bid security shall be:
USD 40,000 (USD Forty Thousand) only, or an equivalent amount in freely convertible
currency.
If the currency is other than US Dollar, then the source of exchange rate shall be the
selling rate of Bangladesh Bank and date of selling exchange rate shall be 28 days prior
to the date of opening of the technical proposals.
The Bidder shall submit the original of above bid security with the original tech-
nical bid, otherwise the bid shall be rejected.
ITB 21.2 The ineligibility period will be: Not applicable.
ITB 21.3 The Bid Security shall be submitted from a scheduled bank located in Employer’s country.
Bid Security may also be issued in the name of the Joint Venture or lead Partner of the
JV.
ITB 21.9 The following sub-clauses shall be added:
(i) If a Bidder submitted a bid security/bank guarantee which is issued by any

foreign bank located outside Employer's country, such bid security shall be
confirmed by a correspondent bank registered in the Employer's country.
(ii) The authenticity of the bid security/bank guarantee submitted by a Bidder
shall be examined and verified by the Employer in writing from the bank
issuing the security, prior to finalization of the evaluation report.
(iii) If a bid security/bank guarantee was found non-authentic, the bid which it
covers shall not be considered for subsequent evaluation and in such case
the Employer shall proceed to take punitive measures against that Bidder
as stated under ITB 3.2.
(iv) Bids not accompanied by a valid bid security as stated under Sub-clause 21
shall be considered as ''non-responsive''.
ITB 22.1 In addition to the original of the bid, the number of copies is:
2 (two) hard copies and 2 (two) electronic copies.
In case of discrepancies, the hard copy will prevail.
• The electronic copy of the technical bid shall be included in the envelope with
the original technical bid.
• The electronic copy of the price bid shall be included in the envelope with the
original price bid.
• The electronic copy of the price bid shall additionally include the price sched-
ules in editable format (MS Excel). The price schedules shall, however, also be
included as hard copy, duly signed.
Packing:
Technical Bids
• Each technical bid (original, copy 1 and copy 2) shall be packed in a separate
"inner" envelope. These three ‘’inner" envelopes containing the technical bids
shall be packed together in one ‘’outer" envelope.
Price Bids:
• Each price bid (original, copy 1 and copy 2) shall be packed in a separate ‘’in-
ner" envelope. These three ‘’inner" envelopes containing the price bids shall be
packed together in one ‘’outer" envelope.
Soft Copy of Price bid must not be given with Technical Bid.
Finally, Technical and Price Bids shall be packed together in one envelope.
ITB 22.2 The written confirmation of authorization to sign on behalf of the Bidder shall consist of a
written Power of Attorney which should either be:
a) notarized, or
b) attested to by an appropriate authority in the bidders' home country, or
c) authenticated board resolution to be signed by a person having the power
of attorney of the company.
D. Submission and Opening of Bids

ITB 23.1 Bidders shall not have the option of submitting their bids electronically.
ITB 24.1 For bid submission purposes only, the Employer's address is

Attention: The Company Secretary
Tel: +88 02 550467 31-35
Fax: +88 02 55046722
The deadline for bid submission is
Date: March 9, 2020

Time: 11:00 a.m. Bangladesh Standard Time (GMT+6 hours)
ITB 27.1 The bid opening shall take place at:

Attention: The Company Secretary
Tel: +88 02 550467 31-35
Fax: +88 02 55046722
Date: March 9, 2020

Time: 11:05 a.m. Bangladesh Standard Time (GMT+6 hours)
ITB 27.5 The Letter of Technical Bid shall be initialed by at least three representatives of the Em-
ployer attending Technical Bid opening.
ITB 27.10 The Letter of Price Bid and Price Schedules shall be initialed by at least three represent-
atives of the Employer attending the Price Bid opening.
E. Evaluation and Comparison of Bids

ITB 32.4 Clause 35.4 shall be replaced by following:
If a bid is not substantially responsive to the requirements of the Bidding Document, it

shall be rejected by the Employer and may not subsequently be made responsive by
correction of the material deviation, reservation, or omission.
Each deviation of technical requirement is classified as “Critical Deviation”, “Major

Deviation” and “Minor Deviation” as per the requirement of the purchaser.
Any deviation which has been termed as “Critical Deviation” shall earn 25 (Twenty-
Five) “penalty points”
Any deviation which has been termed as “Major Deviation” shall earn 5 (Five)“
penalty points”
Any deviation which has been termed as “Minor Deviation” shall earn 1 (One)“
penalty points”
The penalty points earned by each bid will be added to get total penalty points.
The bid of any bidder which has earned equal or more than 50 (Fifty) penalty points
in Total, shall be treated as “Substantially Non-Responsive. For Details, Please
Refer to Section 3, Volume 1.
ITB 35.4 Clause 35.4 shall be replaced by following:
The participation of any Manufacturer and Subcontractor proposed in the bid shall
be confirmed by a Letter of Intent between the concerned parties, as needed.
The capabilities of additional or different Manufacturers and Subcontractors pro-

posed in the bid will also be evaluated for acceptability in accordance with Volume
1 - Section 3 (Evaluation and Qualification Criteria).
Prior to signing the contract, the corresponding appendix to the contract agreement
shall be completed, listing the approved manufacturers or subcontractors for each
item concerned.
The Bid shall be rejected if the major equipment such as DWDM Equipment do not
meet the EQC criteria (Mentioned in Section 3, Volume 1 of 3) and Type test cer-
tificate requirement stated in Schedule H of Volume 3 of 3. The bidder will not be
allowed to substitute these major manufacturer or subcontractor.
ITB 37.1 The currency that shall be used for bid evaluation and comparison purposes to convert
all bid prices expressed in various currencies into a single currency is:
Bangladesh Taka.
The source of exchange rate shall be:
The Bill Clearing (B.C.) selling rate of Sonali Bank Limited in Bangladesh.
The date for the exchange rate shall be:
The date of opening of the Technical Proposals.
ITB 38.1 A margin of preference shall apply.
The application methodology will be as specified in Section 3 (Evaluation and Qualifica-

tion Criteria).
F. Award of Contract
ITB 45.3 The following sub-clause is added:
(i) If the performance security submitted under ITB Clause 45 is not found au-
thentic, the Employer shall proceed to take measures against the Bidder in
accordance with ITB Clause 3.2.
Section 3: Evaluation and Qualification Criteria
Section 3
Evaluation and Qualification Criteria
Section 3: Evaluation and Qualification Criteria
1. Evaluation 3-1
1.1 Technical Evaluation 3-1
1.2 Economic Evaluation 3-1
1.2.1 Quantifiable Deviations and Omissions 3-1
1.2.2 Time Schedule 3-2
1.2.3 Operating and Maintenance Costs 3-2
1.2.4 Work, Services, Facilities, etc., to be provided by the Employer 3-2
1.2.5 Specific Additional Criteria 3-2
1.2.6 Domestic Preference 3-2
1.2.7 Calculation of the Lowest Evaluated Price 3-3
1.3 Technical Alternatives 3-4
2. Qualification 3-5
2.1 Eligibility 3-5
2.2 Pending Litigation 3-5
2.3 Financial Situation 3-6
2.4 Experience 3-7
2.5 Personnel 3-9
2.6 Equipment 3-9
2.7 Manufacturers/Subcontractors 3-10
Section 3: Evaluation and Qualification Criteria Page 3-1
1. Evaluation
1.1 Technical Evaluation
The criteria listed in ITB 34.1 (a) - (c) shall apply.
1.2 Economic Evaluation
Any adjustments in price that result from the procedures outlined below shall be added, for purposes
of comparative evaluation only, to arrive at an "Evaluated Bid Price." Bid prices quoted by bidders
shall remain unaltered.
1.2.1 Quantifiable Deviations and Omissions
(a) Pursuant to ITB 33.3 & 39.2, the cost of all quantifiable non-material non-conformities
or omissions (minor omissions or missing items) shall be evaluated. The Employer will
make its own assessment of the cost of any non-material non-conformities and omis-
sions for the purpose of ensuring fair comparison of bids.
(b) Scope of work of each bid will be examined for completeness and compliance with the
contract requirements. If item(s) appear to be excluded, an amount representing the
average amount for these excluded items of all other responsive bids will be added to
the bid price for evaluation purposes.
If any Bidder has not quoted price against any particular item or kept blank in price
column, the price of that item will be deemed included in the total bid price.
(c) In case there is a discrepancy between the quantity of an item quoted by the Bidder
and the quantity specified in the bidding documents, the quantity specified in the bid-
ding documents shall prevail, and the total cost will be corrected by multiplying the
unit rate and quantity.
(d) In case a Bidder quotes any additional item(s) not mentioned in the bidding docu-
ments, these items shall be excluded and the total quoted bid price shall be corrected
accordingly.
(e) In case an item is quoted without indicating any quantity, the total price quoted for this
item shall prevail and the unit price of that item shall be obtained by dividing the total
quoted price by the quantity specified in the bidding documents.
(f) If
(i) discount(s)/rebate(s) offered by the Bidder is/are percentage discount(s) and the
price component(s) on which the said discount(s) apply is not indicated in the bid,
this discount / rebate shall be considered on the total bid price [i.e. proportionately
on each price component] during evaluation and in the event of award.
(ii) However, if a lump sum discount is offered, the foreign currency portion of the
same shall be considered in full on the foreign currency price component of the
bid price, and the Bangladesh Taka portion shall be considered in full on the
Bangladesh Taka price component of the bid price (by proportionately reducing
foreign currency/Bangladesh Taka price of individual items) during evaluation and
in case of award.
To obtain unit prices of each item, the discount mentioned in (i) and (ii) above
shall be applied proportionately to each individual item, and the above unit price
shall be applicable for the entire contract period.
(g) In case no unit price but only a total price is quoted for an item, the total price will be
divided by the total number of units of this item to find the unit price. In this case, the
total price will be corrected by multiplying this unit price with the original number of
units mentioned for this item in the bidding documents.
(h) In case of any ambiguity between unit price and total price, the unit price shall prevail,
and the total price shall be corrected by multiplying this unit price with the original
number of units mentioned for this item in the bidding documents.
1.2.2 Time Schedule
Time to complete the whole services from the effective date specified in Article 3 of the
Deed of Agreement for determining time for design, supply, installation, testing and
commissioning activities is: 06 (Six) months. The bids, indicating longer time for comple-
tion will be rejected. No credit will be given for earlier completion.
The project works must be completed for operational acceptance within 06 (Six) months.
After operational acceptance, initial 24 (Twenty-Four) Months is for Guarantee Period
and next 36 (Thirty-Six) Months is for Annual Maintenance Contract Period.
1.2.3 Operating and Maintenance Costs
Not applicable.
1.2.4 Work, Services, Facilities, etc., to be provided by the Employer
Not applicable.
1.2.5 Specific Additional Criteria
Not applicable.
1.2.6 Domestic Preference
A margin of preference will be granted to eligible domestically produced Plant & Equipment (DWDM
Equipment, Battery, Optical Fiber Only) with the following provisions:
a) The preference margin shall not be applied to the whole facilities but only to the eligible
domestically produced Plant & Equipment within the Contract. A plant & equipment shall
be considered eligible for domestic preference if this plant & equipment is being manu-
factured in Bangladesh for which labour, raw materials and components from within
Bangladesh make up more than thirty percent (30%) of the Ex-Works(EXW) price of the
goods (plant & equipment).In order to get domestic preference as mentioned above, the
bidders are required to submit the documents in their price proposal establishing that the
labour, raw materials and components from within Bangladesh make up more than thirty
percent(30%) of the ex-Works(EXW) price of such Goods(plant & equipment).
b) Plant & Equipment offered from outside the Employer’s country shall be quoted CIP
(Schedule-B1, Volume 3), and Plant and Equipment offered locally shall be quoted EXW
(ex works, ex factory, ex warehouse, ex showroom, or off-the-shelf, as applicable) free
of sales and similar taxes (Schedule-B2, Volume 3).
c) All other cost components for services and works such as costs for design, local han-
dling, transportation, storage, installation and commissioning shall be quoted separately
(Volume 3, Section B, Schedule No. 3 – Design Services and Schedule No. 4 – Installa-
tion and Other Services);
d) In the comparison of bids, only the CIP price component of each bid for the plant &
equipment [which are offered from domestically by other bidder(s) as mentioned (a)
above] offered from outside the Employer’s country shall be increased by ten percent
(10%).
e) No margin of preference shall be applied to any of the services or works included in the
contract; and
f) Bidders shall not be permitted or required to modify the mix of local and foreign Plant
and Equipment after bid opening.
g) If a bidder proposes a plant/equipment from two or more manufacturer among which

some of the manufacturers are from within Employer’s country and other manufacturers
are from outside Employer’s country, then the bidder must quote either for within Em-
ployer’s country or for outside Employer’s country. In case, such bidder quotes price in
price schedule of within Employer’s country only, then its price bid will be evaluated as
domestically preferred bids as mentioned above. However, if the bidder quotes it price in
EXW column but the proposed local manufacturer found technically non-responsive and
outside manufacturer found technically responsive, then its price bid will not be evaluat-
ed as domestically preferred bid.
On the other hand, in case, such bidder quotes price for plant/equipment in price
schedule of outside Employer’s country, then domestic preference will not be applica-
ble.
1.2.7 Calculation of the Lowest Evaluated Price
To calculate the lowest evaluated price during bid evaluation, the following shall apply:
a) for evaluation purpose, include customs duties (CD) and VAT in the case of CIP Bids
for imported Goods and include VAT for Goods manufactured locally. The rate of CD &
VAT is given below:
Percentage of CD &
VAT to be added with
Plant/Equipment
CIP for evaluation
purpose
Materials and Equipment for High Capacity DWDM Fiber Optic 26.20
Telecommunication Transmission Network.
Network Monitoring System (NMS) Server and software 58.60
Battery 41.10
Rectifier/ Inverter/ Battery Charger 26.20
Optical Fiber Cable/ Patch Chord 34.00
Test Instrument 26.20
Prefabricated Modular Equipment Shelter 34.50
Air Conditioner (Split Type) 212.20
All Other Equipment/ Plants 23.86
It may be mentioned here that the bidders are required to quote EXW price excluding
VAT on EXW for local manufacturers. The VAT on EXW shall be considered as 7.0% of
quoted EXW for evaluation purpose.
b) In case a Bidder proposes any equipment from more than one manufacturer, only one
price shall be quoted for such equipment. If a Bidder quotes different prices for one
equipment, the bid shall be rejected.
c) Bidders shall not be permitted or required to modify the mix of local and foreign plant
and equipment after bid opening.
1.3 Technical Alternatives
Not applicable.
2. Qualification
2.1 Eligibility
Criteria Compliance Requirements Documents

Joint Venture / Consortium
Single All At Least Submission
Requirement Each
Entity Partners One Requirements
Partner
Combined Partner
2.1.1 Nationality must meet must meet
must meet not appli- Forms ELI-1; ELI-2
Nationality in accordance with ITB require- require-
requirement cable with attachments
Sub-Clause 4.2. ment ment
2.1.2 Conflict of Interest must meet must meet
must meet not appli- Letter of Technical
No conflicts of interest in accord- require- require-
requirement cable Bid
ance with ITB Sub-Clause 4.3. ment ment
2.1.3 Eligibility
must meet must meet
Not having been declared ineligible must meet not appli- Letter of Technical
require- require-
as described in ITB Sub-Clause requirement cable Bid
ment ment
4.4.
Forms ELI-1; ELI-2
2.1.4 Government-owned Entity must meet must meet
must meet not appli- with attachments,
Bidder required meeting conditions require- require-
requirement cable and Letter of Tech-
of ITB Sub-Clause 4.5. ment ment
nical Bid
2.1.5 UN Eligibility
Not having been excluded by an
must meet must meet
act of compliance with UN Security must meet not appli- Letter of Technical
require- require-
Council resolution or Employer's requirement cable Bid
ment ment
country law in accordance with ITB
Sub-Clause 4.7.
2.2 Pending Litigation

Joint Venture / Consortium
Requirement Each
Partner
Combined Partner
must meet
must meet
2.2.1 Pending Litigation requirement
requirement
All pending litigation shall be treated by itself or as
by itself or not appli- not
as resolved against the Bidder and so partner to Form LIT - 1
as partner to cable applicable
shall in total not represent more than past or exist-
past or
50 percent of the Bidder's net worth. ing JV / Con-
existing JV
sortium
2.3 Financial Situation

Joint Venture/ Consortium
Requirement Each
Partner
Combined Partner
2.3.1 Historical Financial Perfor-
mance
Submission of audited balance sheets

or, if not required by the law of the
Bidder's country, other financial state-
must meet
ments acceptable to the Employer, for must meet not not Form FIN-1
require-
the last three (3) years, to demonstrate requirement applicable applicable with attachments
ment
the current soundness of the Bidder's
financial position and its prospective
long-term profitability. As a minimum,
Bidder's net worth calculated as the
difference between total assets and to-
tal liabilities should be positive.
2.3.2 Average Annual Turnover
Minimum average annual turnover of

USD 30,000,000
must meet must meet
(Thirty million USD)
must meet 20% 40%
Or must meet
require- of the of the Form FIN-2
Equivalent amount of requirement
ment require- require-
Bangladeshi Taka
ment ment
calculated as total certified payments
received for contracts in progress or
completed, within the last three (3)
years.
2.3.3 Financial Resources
Using forms FIN-3 and FIN-4 in Vol-

ume 1 - Section 4 (Bidding Forms), the
Bidder must demonstrate access to, or
availability of, financial resources such
as liquid assets, unencumbered real
must meet must meet
assets, lines of credit, and other finan-
must meet 20% 40%
cial means, other than any contractual must meet
require- of the of the Form FIN–3, FIN-4
advance payments to meet: requirement
ment require- require-
ment ment
1. the following cash-flow require-
ment
USD 5,000,000
(Five million USD) Or
Equivalent amount of
Bangladeshi Taka
2.4 Experience

Submission
Single All At Least
Requirement Each Require-
Entity Partners One
Partner ments
Combined Partner
2.4.1 General Experience
Bidder must have Experience under con-

tracts in the role of Prime contractor, sub-
contractor or management contractor in
relevant sector for last 05 (Five) years prior
to the Bid submission deadline.
Evidence shall be provided for relevant ex-
perience.
Note 1: Prime contractor means main con-

tractor or any partner of a Joint Venture /
Consortium contract, not the subcontractor.
Subcontractor's experience will not be ac-
must meet
cepted must meet not not Form
require-
Note 2: In case of JV, the partner's contri- requirement applicable applicable EXP - 1
ment
bution shall not be less than 40% within
that contract, otherwise that project will not
be considered.
Note 3: A management contractor is a
company which takes on the role of con-
tract management as a "general" contractor
could do.
It does not normally perform directly the
work(s) associated with the contract.
Rather, it manages the work of other (sub)
contractors while bearing full responsibility
and risk for price, quality, and timely per-
formance of the contract.
2.4.2 Specific Experience
(a) Contracts of Similar Size and Nature
Experience in the role of contractor in at

must meet re-
least 03 (Three) contracts having 100G
must meet must meet not appli- quirement for Form
DWDM Network as a prime contractor
requirement. requirement. cable two compara- EXP - 2(a)
which have been successfully completed
ble contracts.
within the last 06 (Six) years in home &
abroad, where the scope of works must
cover the areas of Supply, installation, test-
ing & commissioning of 100G DWDM
Transmission Network and all the 03

Submission
Single All At Least
Entity Partners One
Partner ments
Combined Partner
(Three) contracts should have been worth
USD 1,000,000
(One million USD) Or
Bangladeshi Taka
For the above-mentioned contracts execut-

ed during the period mentioned above the
Contractor must fulfil the following criterion
as well-
• At least 01 (One) Contract having

100G DWDM Network as a con-
tractor worth of
USD 2,000,000
(Two million USD) Or
Bangladeshi Taka
which have been successfully

completed within the last 05 (five)
years in home & abroad.
• At least 01 (one) Contract at

which the scope of contract must
include Design, Supply, installa-
tion, testing & commissioning
of 100G DWDM Transmission
Network in both home &
abroad.
• At least 01 (One) Contract having

supply, installation, testing &
commissioning of 100G DWDM
Network apart from bidder’s own
country.
Note 1: Prime contractor means main con-

tractor or any partner of a Joint Venture /
Consortium contract, not the subcontractor.
Subcontractor's experience will not be ac-
cepted.
Note 2: Evidence of above experience

shall be submitted in the bid. It shall be
given on the user's letterhead, indicating
address, telephone and fax numbers of the
user. It shall include the name of the pro-

Submission
Single All At Least
Entity Partners One
Partner ments
Combined Partner
ject, name of the employer, description of
the work, commissioning date and contract
amount.
Bidder will submit end user’s/contractor’s

performance certificate along with the bid
for the above.
2.5 Personnel
The Bidder must demonstrate that he has the personnel for the key positions that meets the following
requirements:
Total Work Experience

No. Position Work Experience In Similar Projects
(years) (years)
Contractor's Representative
1 12 5
Project Director / Project Manager
2 DWDM Network Design Engineer 10 4
3 Site Manager 8 3
4 Electrical Engineer 7 3
5 Civil Engineer 7 3
6 Health & Safety (Accident Prevention) Officer 5 2
Along with the above, the bidder will submit document/certificate from offered manufacturer certifying
that, the personnel, who are expert on installation and commissioning of the proposed manufacturer’s
equipment, will be deployed during installation/stringing of the works. The Bidder shall provide details
of the proposed personnel and their experience records in the relevant information forms included in
Volume 1 - Section 4 (Bidding Forms).
2.6 Equipment
The Bidder must demonstrate that he has the key equipment listed hereafter:
Minimum
No. Equipment Characteristics Number
Required
1 OTDR 2
2 Spectrum Analyzer Enough to test the proposed 1
3 Optical Power Meter manufacturer’s equipment 4
4 Fusion Splicing Machine 2
5 Truck/ Pick Up VAN 10 tons (Max) 1
Necessary Tools for Installation and Enough to install and com-
6 Commissioning works of DWDM equip- mission the proposed manu- 1 Set
ment and Power System Accessories facturer’s equipment
The Bidder shall provide further details on the proposed items of equipment using the relevant form in
Volume 1 - Section 4 (Bidding Forms).
The Contractor must arrange additional (in quantity and capacity) and/or special equipment that is not
mentioned in the above list but is technically required for the timely completion of the works without
any extra cost to the Employer.
2.7 Manufacturers/Subcontractors
Manufacturers/Subcontractors for the following major items of supply or services must meet the mini-
mum criteria listed herein for that item. Failure to comply with this requirement may result in rejection
of the Subcontractor and may also result in rejection of the bid.
Bidders May propose one/ additional Manufacturer which must fulfil the following criterion:
Item Description of
Minimum Criteria to be met
No. Item
• ISO certified as telecom manufacturer (TL9000 or equivalent).
• At least last ten (10) years of experience in manufacturing of telecommu-
nication transmission equipment and 5 (five) for high capacity DWDM
equipment.
• User's Satisfactory Certificate for Successful deployment of 100G DWDM
Optical Transmission Equipment in at least 02 (Two) countries exclud-
ing the country of origin of the equipment.
• User's Certificates of satisfactory performance record of the equipment, for
DWDM at least 02 (Two) years in at least 01 (One) country excluding the
1. Equipment Country of origin of the equipment as on the date of bid opening. Evi-
(ROADM/OADM) dence of satisfactory service shall be in the end user’s respective letter-
head stationery indicating address, telephone and fax numbers of the us-
ers.
• List of performed type tests and test reports as per PGCB requirement.
• Manufacturer's authorization letter
• Implemented ISO 9001:2008/2015 certificate;
• Technical data sheets, drawings, catalogues and other technical docu-
ments.
• At least last 10 (Ten) years of experience in manufacturing of Rectifier,

Battery and Inverter,
• satisfactory service for a minimum of 03 (Three) years as on the date of
bid opening.
Rectifier, Battery,
2. • Evidence of satisfactory service shall be in the end user’s respective let-
Inverter
terhead stationery indicating address, telephone and fax numbers of the
users.
• Manufacturer's authorization letter.
• Compatible with newest ISO/IEEE Standards/ Recommendations.
• At least last 10 (Ten) years of experience in manufacturing of OFC

Optical Fiber • Satisfactory service for a minimum of three (3) years as on the date of bid
3. opening.
Cable (OFC)
• Evidence of satisfactory service shall be in the end user’s respective let-
terhead stationery indicating address, telephone and fax numbers of the
Item Description of
Minimum Criteria to be met
No. Item
users.
•
Minimum average delivery over the last 5 years of 100 km of OFC with
equal or higher ratings than those offered.
• Must Comply with Latest IEEE and ITU-T Recommendations.
• The Subcontractor must have experience of at least Five (05) Years in as-
Electrical Works
6. sociated electrical works, installing/ commissioning of rectifi-
Subcontractor
er/inverter/battery etc.
Civil Works • The Subcontractor must have experience of at least Five (05) Years in as-
7.
Subcontractor sociated civil/ construction works.
In the case of a Bidder who offers to supply and install major items of supply under the contract that
the Bidder do not manufacture or otherwise produce, the Bidder shall provide the manufacturer’s au-
thorization, using the form provided in Section 4 (Bidding Forms), showing that the Bidder has been
duly authorized by the manufacturer or producer of the related plant and equipment or component to
supply and install that item in the Employer’s country. The Bidder is responsible for ensuring that the
manufacturer or producer complies with the requirements of ITB 4 and 5 and meets the minimum crite-
ria listed above for that item.
Bidders shall also submit all other documents which are not mentioned here but mentioned in any oth-
er places of the Bidding Document.
3. Criteria and Process of Evaluation

Notwithstanding whatever is stated in other clauses of the tender documents, the criteria for evaluation
of substantial responsiveness of the received bids of this tender shall be according to clauses de-
scribed in this chapter of the tender document. If any bidder refuses to agree to any of the clauses of
this chapter, his bid shall automatically be considered as “substantially non responsive”.
However, relevant clause(s) stated elsewhere in this document shall also be applicable if such
clause(s) do(es) not contradict any clause(s) of this chapter.
Evaluation Process
The process of evaluation shall be in the following order:
a) Preliminary Examination - determination of Eligibility of the Bids.
b) Technical Examination and Responsiveness
c) Opening Financial Bids of Technically Responsive Bids and Financial Evaluation
d) Selection of successful Bidder
3.1 Preliminary Examination – determination of Eligibility of

the Bids
a) The TEC will first examine the contents of all “Mandatory Documents” of each Bid
as per guidelines of BDS (Section 2, Volume 1)
b) Bidder who will not properly give any of the required documents as mentioned in
“Mandatory Documents”, the TEC of PGCB shall treated that Bid as “not eligible”
and will reject the concerned Bid.
c) The Bids of only those Bidders, whose Bids have not been treated as "not eligible"
by the TEC of PGCB shall automatically be considered as “Eligible” and shall be
considered for further evaluation.
d) Any Bid, declared by TEC of PGCB to be “not eligible”, cannot be declared “Eligible”
later on.
3.2 Technical Examination and Responsiveness
a. The TEC shall then examine detail Technical documents as per requirement of BDS
(Section 2, Volume 1) and other sections in order to check conformity of the offer
with the relevant Technical Specifications of different equipment and systems men-
tioned in Volume 2.
b. Any Bid found to be “Substantially Non-Responsive”, the TEC will not continue
with further evaluation of the Bid.
c. During evaluation, TEC shall consider Bidders’ compliances to various clauses and
sub-clauses of this tender; but for the interest of PGCB, TEC shall have the authori-
ty to conclude its own decision about such compliances.
d. The Bidder does not give any statement to its compliance to any of the tender
clauses or sub-clauses or drops any clause or sub-clause in the “Schedule of
Compliance”, its' compliance to that clause/ sub-clause (as applicable) shall be
treated as “not complied” to that particular clause/ sub-clause.
e. If the Bidder puts any condition to his compliance to any of the tender clauses and/
or sub-clauses, its' compliance shall be treated as “not complied” to that particular
clause and/ or sub-clause.
f. TEC shall also consider the contents of various attached documents. If any content
of the attached documents contradicts the compliance statement of the Bidder to
any of the clauses and/ or sub-clauses, the Bidder shall be treated as “not com-
plied” to that particular clause and/ or sub-clause. In all of such cases, PGCB’s de-
cision shall be final.
g. If any equipment/goods of the offered system is already working in PGCB network,
for conclusion about compliance to any clause/sub-clause, PGCB's practical field
experience shall be given priority over Bidder's statement regarding the relevant
capabilities, performance, working reliability in field, operation & maintenance as-
pects, user’s satisfaction etc. of all those equipment/goods. PGCB shall have the
authority to draw its own conclusion regarding this aspect.
h. If, the Bidder provides any clarifications to its Bid against any query of TEC, the
TEC shall consider those clarifications. However, if such clarifications contradict the
relevant statements given in his original offer, the offered clarification(s) shall be
disregarded.
i. If the compliance of a bidder for a particular clause of the tender document is very
close to the requirements of that clause, but does not totally met the requirements
of the clause, then the members of the evaluation committee may, by applying their
judgment, accept such incomplete compliance of the bidder against that particular
clause, if it does not materially affect the performance of the equipment and may re-
lieve the bidder from the penalty for non-compliance of that particular clause.
j. If any statement provided by the bidder seems doubtful, the TEC has the full right to
ask for clarification regarding equipment’s capability/experience or anything others.
If TEC is not satisfied with bidder’s clarification, TEC has the right to conclude the
bidder as “Non-Responsive”
3.3 Minor Deviation

The following deviations of any offer will be treated as “minor deviation” of the bid:
a. Any deviation which has already been termed as “minor deviation” in this tender
document.
b. The non-compliant of any clause/sub clause of this tender document having no
weight as minor deviation or major deviation or change of substance or critical devi-
ation shall be considered as minor deviation.
c. Every item of “minor deviation” shall earn a score of 1 (one) “penalty point”.
3.4 Major Deviation

The following deviations of any offer will be treated as “major deviation” of the bid:
a. Any deviation which has already been termed as “major deviation” in this tender
document.
b. If the bid BoQ has any shortage of quantity in any of the required hardware
and/or software (for each of such short-quoted quantity) unless otherwise speci-
fied in the tender.
c. Any item of “major deviation” shall earn a score of 5 (five) “penalty points”.
3.5 Critical Deviation

The following deviations of any offer will be treated as “critical deviation” of the bid:
a. Any deviation which has already been termed as “critical deviation” in this ten-
der document.
b. If the Bidder made a major changed either the language or format of any of the
different forms attached with this document.
c. Any item of “critical deviation” shall earn a score of 25 (twenty-five) “penalty
points”.
3.6 Change of Substance

The following deviations of any offer will be treated as “change of substance” of the bid:
a. Any deviation which has already been termed as “change of substance” in this
tender document.
b. If the bidder refuses to provide answers to any requested clarification(s).
c. If any Certificate or any other document attached as part of the bid is found to
be false or unauthentic.
d. If the bidder has put any condition in the prices set forth in the BoQ.
e. If, for any Bidder, the bid does not contain all the required prescribed filled up
BoQ forms.
f. If in the bid BoQ, individual components are not uniquely identified which cre-
ates ambiguity about the price and capacity of components (for example, inter-
face card of the Transmission Equipment, Modules of rectifier/inverter, should
be described clearly about their port availability capacity in each type of com-
ponent)
g. A bid containing any item of “change of substance” shall be treated as “Sub-
stantially Non- Responsive”.
3.7 General Guidelines to Evaluation

a) The penalty points earned by each bid will be added to get total penalty points.
The bid of any bidder which has earned more than 50 (Fifty) penalty points in
Total, shall be treated as “Substantially Non-Responsive”.
b) PGCB’s decision to treat any bid as “Substantially Non-Responsive” shall be fi-

nal.
c) A bid, not treated by PGCB as “Substantially Non-Responsive”, shall automati-

cally be considered as “Responsive” and the process for evaluating financially
shall begin.
d) However, in order to protect the interest of the purchaser, the Tender Evaluation
Committee (TEC) of PGCB shall have the right to give any suitable explanation
on any discrepancy or inadvertency detected either in the tender document or in
the bid proposal.
3.8 Opening Financial Bids of Technically Responsive Bidders,

Financial Evaluation and Price Comparison
a) Financial Bids of only those bidders who are technically responsive will be
opened. The financial bids of the technically non-responsive bidders will be re-
turned unopened. The total price quoted by the bidder in the bid i.e., “The Quot-
ed Total Price” shall not be the criteria for selection of the “Successful Bidder”.
b) All of the “Technically Responsive” bids will be further evaluated to calculate the
“Evaluated Total Price” of the bid. The process of calculation of the “Evaluated
Total Price” shall be in accordance with the clauses described in this chapter.
c) PGCB shall evaluate the contents of all of the Prescribed Forms submitted with
the bid.
d) During such evaluation, the unit prices and discount (if any) quoted by the bidder
shall be considered as final. Change of unit prices during evaluation stages shall
not be allowed.
e) There shall be full conformity between the summary or total prices and their re-
lated breakups of unit prices. If any discrepancy is found, the relevant unit price
shall be considered as a reference price for evaluation purpose.
f) The bidder shall quote for all items which is necessary for turn-key completion of
all scopes of works described in this tender. No subsequent addition of any new
item(s) in the BoQ will be allowed with new unit price during BoQ finalization.
g) The Bidder shall quote for all items as per the schedule of requirements (BoQ).
For any item listed in the Schedule of Requirements (BoQ), but shown un-priced
in the Price column of BoQ, it shall be assumed that the price is included in the
prices of other items. No bid will be declared as non-responsive for leaving few
items of BoQ as un-priced.
h) PGCB shall correct arithmetic errors and errors made during transfer of data
from one Form to Other that are identified during the evaluation of tenders.
PGCB shall give prompt notice of any such correction to the respective bidder. If
bidder does not accept such correction as arithmetic error, it will be considered
as change of substance.
i) If the Bidder has quoted the price for any item as “free” or “zero”, it shall be un-
derstood that the price would be same (i.e. free or zero) for any subsequent ex-
pansion up to the minimum final capacity of the system.
j) If, during evaluation, it is found that the Bidder has not quoted any mandatory
item(s), it shall be considered that the Bidder proposes to supply the non-quoted
items of required quantities “free of charge” to PGCB. If any bidder refuses to
provide any item or part of any item and/or the system offered by the bidder does
not support any item or part of it then the bid shall be treated as “Substantially
Non-Responsive”.
k) If, during evaluation, it is found that the Bidder has quoted for less quantity of
any mandatory item, it shall be considered that the Bidder proposes to supply
the shortfall quantity “free of charge” to PGCB. If any bidder refuses to provide
the short-quoted quantity “free of charge” to PGCB then the bid of that bidder
shall be treated as “Substantially Non-Responsive”.
l) The Bidder shall not quote different unit price for same equip-
ment/card/spare/accessory in different forms. If Bidder quote different unit price
for same equipment/card /spare/accessory in different forms, the lowest unit
price of respective equipment/card/ spare/accessory shall be considered for
evaluation considering arithmetic correction. It shall be understood that such
lowest price shall remain same for the contract and for any subsequent expan-
sion up to the final capacity of the system.
m) The Bidder shall be responsible for turn-key implementation of the project and
during execution of the contract if any shortfall of quantity of any item is detect-
ed; it shall be considered that the Contractor will supply required quantities of re-
spective item without any additional charges to PGCB under this purchase and
PGCB will not provide any CD VAT or any other duties for such type of goods.
n) In case of any item, other than mandatory has been quoted as addition-
al/optional and if PGCB decided to purchase such item(s), its price shall be con-
sidered for evaluation and the unit price shall be taken from the bidder’s own
quotation.
o) If the bidder wishes to give any discount in its financial offer, it shall be given af-
ter the “Total Price” of the bid, either as a lump sum or as a percentage. If the bid
contains any irregular discount, the bid shall be treated as “Change of Sub-
stance” and the bid will not be evaluated further. If the bidder has given any
regular discount in the bid, such discount shall be treated in percentage of the to-
tal bid price and each of the unit prices of the bid shall be re-fixed by reduction
with the same percentage [i.e., new unit price = (Total price before discount/ dis-
counted total price) x quoted unit price]. Such re-fixed unit prices shall be re-
garded as the final unit prices for that relevant item of the bid. Such re-fixed unit
prices shall be valid for any subsequent purchases up to the entire life-time of
the product, i.e., 08 (Eight) years from the date of issuance of FAC.
p) If the “The Quoted Total Price” of the “successful bidder” is found to be higher or
lower than the “Evaluated Total Price” of the bid, then “Evaluated Total Price”
shall be considered as bid price.
q) For each of the “responsive” bids, PGCB shall calculate the “Evaluated Total
Price” after making the relevant and necessary corrections as stated in this
chapter.
r) Only the bids, found “responsive” will be listed in chronology of the “Evaluated
Total Price”. The bid with the lowest value of the “Evaluated Total Price” shall be
on top of the list; the bidder with the next higher value of the “Evaluated Total
Price” shall be on second place and so on.
3.9 Selection of Successful Bidder

a) The responsive bidders with the lowest value of the “Evaluated Total price” shall be
considered as the “Successful Bidder” for this bid.
b) In case of two (2) or more Bidders bid having the same total Evaluated Bid Price,
the Successful Bidder shall be selected in the following order;
i. Bidder who achieved the lowest penalty points in the Technical Bid Evaluation.
ii. Bidder who achieved the few numbers of “Critical Deviation”
iii. Bidder who achieved the few numbers of “Major Deviation”
c) If “Major Deviation” is also same, then TEC is free to decide the successful bidder
considering the bidder’s work experience and manufacturer’s equipment quality
based on test results and end user certificate.
Section 4- Bidding Forms
Section 4-Bidding Forms
1. Letter of Technical Bid IV-1

2. Letter of Price Bid IV-3
3. Price Schedules IV-5
4. Bid Security IV-6
5. Declaration of Undertaking IV-8
6. Technical Proposal IV-9
6.1 Site Organization IV-10
6.2 Method Statement IV-11
6.3 Mobilization Schedule IV-12
6.4 Construction Schedule IV-13
6.5 Personnel IV-14
6.5.1 Form PER-1: Proposed Personnel IV-14
6.5.2 Form PER-2: Resume of Proposed Personnel IV-15
6.6 Form EQP: Equipment IV-16
6.7 Proposed Subcontractors/Manufacturers for Major Items of Plant and Services IV-17
Manufacturer's Authorization IV-18
6.8 Time Schedule IV-20
7. Bidders Qualification IV-21
7.1 Form ELI-1: Bidder's Information Sheet IV-21
7.2 Form ELI-2: JV Information Sheet IV-22
7.3 Form LIT: Pending Litigation IV-23
7.4 Form FIN-1: Financial Situation IV-24
7.5 Form FIN-2: Annual Turnover IV-25
7.6 Form FIN-3: Financial Resources IV-25
7.7 Form FIN-4: Current Contract Commitments IV-26
7.8 Form EXP-1: General Experience IV-27
7.9 Form EXP-2(a): Specific Experience IV-28
7.10 Form EXP-2(b): Specific Experience in Key Activities IV-29
Section 4- Bidding Forms Page IV-1
1. Letter of Technical Bid

(Issuing Authority's letterhead)
Invitation for Bid No.:
ICB No.:
Bid No.:
Date:
To:
The Company Secretary

PGCB Building, Jahurul Islam City, Avenue-3,
Aftab Nagar, Badda, Dhaka-1212, Bangladesh.
We, the undersigned, declare that:
a. We have examined and have no reservations to the Bidding Documents, including Addenda, is-
sued in accordance with Instructions to Bidders (ITB);
b. We offer to design, manufacture, supply, deliver, install, test and commission in conformity with
the Bidding Document the following Plant and Services:
Design, Supply, Installation, Testing & Commissioning of High Capacity Telecommunica-

tion Transmission Equipment for several locations to connect Dhaka-Benapole-Kuakata
on Turnkey Basis. (Contract No: PGCB/OPGW/DHK-KKT)
c. Our bid consisting of the Technical Bid and the Price Bid shall be valid for a period of ___ days
from the date fixed for the bid submission deadline in accordance with the Bidding Documents,
and it shall remain binding upon us and may be accepted at any time before the expiration of
that period;
d. We, including any subcontractors or manufacturers for any part of the contract, have or will
have nationalities from eligible countries, in accordance with ITB-4.2;
e. We, including any subcontractors or suppliers for any part of the contract, do not have any con-
flict of interest in accordance with ITB 4.3;
f. We are not participating, as a Bidder or as a Joint Venture / Consortium partner, in more than
one bid in this bidding process in accordance with ITB 4.3, other than alternative offers submit-
ted in accordance with ITB 13;
g. Our firm, its affiliates or subsidiaries, including any Subcontractors or Suppliers for any part of
the contract, has not been declared ineligible, under the Employer's country laws or official
regulations or by an act of compliance with a decision of the United Nations Security Council;
h. We are not a government owned entity / We are a government owned entity but meet the re-
quirements of ITB 4.5;*
i. We agree to permit the Employer or their representative to inspect our accounts and records
and other documents relating to the bid submission and to have them audited by auditors ap-
pointed by the Employer.
Signature(s) and Seal:
Signature(s) of the authorized Bidder's representative(s)

Place for Seal
Name(s):
Name(s) of the authorized Bidder's representative(s)
Title(s):
Title(s) of the authorized Bidder's representative(s)
Duly authorized to sign the Bid for and behalf of:
Name of Bidder
Place and Date:
Place and date
* Use one of the two options as appropriate
2. Letter of Price Bid

(Issuing Authority's letterhead)
Invitation for Bid No.:
ICB No.:
Bid No.:
Date:
To:

We, the undersigned, declare that:
a. We have examined and have no reservations to the Bidding Documents, including Addenda, is-
sued in accordance with Instructions to Bidders (ITB);
b. We offer to design, manufacture, supply, deliver, install, test and commission in conformity with
the bidding document the following plant and services:
Design, Supply, Installation, Testing & Commissioning of High Capacity Telecommunica-

tion Transmission Equipment for several locations to connect Dhaka-Benapole-Kuakata
on Turnkey Basis. (Contract No: PGCB/OPGW/DHK-KKT)
c. The total price of our Bid, excluding any discounts offered in item (d) below is the sum of:
(Total price)
d. The discounts offered and the methodology for their application are:
(Discount(s) and Methodology)

e. Our bid shall be valid for a period of ___ days from the date fixed for the bid submission dead-
line in accordance with the Bidding Documents, and it shall remain binding upon us and may be
accepted at any time before the expiration of that period;
f. If our bid is accepted, we commit to obtain a performance security in accordance with the Bid-
ding Documents;
g. We understand that this bid, together with your written acceptance thereof included in your noti-
fication of award, shall constitute a binding contract between us, until a formal contract is pre-
pared and executed; and
h. We understand that you are not bound to accept the lowest evaluated bid or any other bid that
you may receive.
i. We agree to permit Employer or its representative to inspect our accounts and records and oth-
er documents relating to the bid submission and to have them audited by auditors appointed by
the Employer.
Signature(s) of the authorized Bidder's representative(s)

Place for Seal
Name(s):
Name(s) of the authorized Bidder's representative(s)
Title(s):
Title(s) of the authorized Bidder's representative(s)
Name of Bidder
Place and Date:
Place and date
3. Price Schedules
Please Refer to Volume 3.
4. Bid Security
Bank’s Name, and Address of Issuing Branch or Office]
ICB No.: ............................................................

Invitation for Bid No.: ............................................................
Bid Security/Tender Guarantee No.: ............................................................
Date: ............................................................
Address of guarantor bank:
Address of beneficiary (contracting agency):
We have been informed that
(Name of Tenderer)
(hereinafter called "the Tenderer") has submitted to you its tender dated
(hereinafter called "the Tender") for the execution of
[Name of contract]
under Invitation to Bidders No.
(The ITB)
Furthermore, we understand that, according to your conditions, tenders must be supported by a tender
guarantee.
At the request of the Tenderer, we
(Name of Bank)
hereby irrevocably undertake to pay you any sum or sums not exceeding in total an amount of
(Amount in figures)
( )
(Amount in words)
upon receipt by us of your first demand in writing accompanied by a written statement stating that the
Tenderer is in breach of its obligation(s) under the Tender conditions, because the Tenderer:
(a) has withdrawn its Tender during the period of Tender validity specified by the Tenderer in the
Letter of Tender; or
(b) having been notified of the acceptance of its Tender by the Purchaser during the period of ten-
der validity, (i) fails or refuses to execute the Contract Form, if required, or (ii) fails or refuses to
furnish the performance security, in accordance with the Tender Document.
This guarantee will expire:
(a) if the Tenderer is the successful Tenderer, upon our receipt of copies of the contract signed by
the Tenderer and the performance security issued to you upon the instruction of the Tenderer;
and
(b) if the Tenderer is not the successful Tenderer, upon the earlier of
(i) our receipt of a copy of your notification to the Tenderer of the name of the suc-
cessful Tenderer; or
(ii) twenty-eight days after the expiration of the Tenderer’s Tender.
(c) no later than
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. 758.
Signature(s) of the authorized Bank’s representative(s) or agent

Place for Seal
Name(s):
Name(s) of the authorized Bank’s representative(s) or agent
Title(s):
Title(s) of the authorized Bank’s representative(s) or agent
Place and Date:
Place and date
5. Declaration of Undertaking
Not Used.
6. Technical Proposal
Site Organization
Method Statement
Mobilization Schedule
Construction Schedule
Personnel
Equipment
Proposed Subcontractors for Major Items of Plant and Services
Time Schedule
6.1 Site Organization
6.2 Method Statement
6.3 Mobilization Schedule
6.4 Construction Schedule
6.5 Personnel
Bidders should provide the names of suitably qualified personnel to meet the requirements specified in
Volume 1 - Section 3 (Evaluation and Qualification Criteria).
The data on their experience should be supplied using the Form below for each candidate.
6.5.1 Form PER-1: Proposed Personnel
1. Title of position*
Name
Name
Name
Name
*As listed in Volume 1 - Section 3 (Evaluation and Qualification Criteria).
6.5.2 Form PER-2: Resume of Proposed Personnel
Position
Name Date of birth
Personal
information Professional
qualifications
Name of em-
ployer
Address of
employer
Present Telephone Contact (manager /
employment personnel officer)
Fax E-mail
Job title Years with present

employer
Summarize professional experience in reverse chronological order.
Indicate particular technical and managerial experience relevant to the project.
Company / Project / Position /

From To
Relevant technical and management experience
6.6 Form EQP: Equipment
The Bidder shall provide adequate information to demonstrate clearly that he has the capability to
meet the requirements for the key equipment. A separate form shall be prepared for each item of
equipment listed, or for alternative equipment proposed by the Bidder.
Item of Equipment
Name of manufacturer Model and power rat-

ing
Equipment
Information Capacity Year of manufacture
Current location
Current
Status Details of current com-
mitments
Indicate source of the equipment

Source
☐Owned ☐Rented ☐Leased ☐Specially manufactured
The Bidder must provide proof of the ownership for own equipment (inventory list, copy of registration,
etc.) or following information for hired equipment:
Name of owner
Address of owner
Owner
Contact name and title
Telephone E-mail
Details of rental / lease / manufacture agreements specific to the project

Agreements
6.7 Proposed Subcontractors/Manufacturers for Major Items of

Plant and Services
Manufacturers
Please refer to Volume 3, Schedule-D. "Manufacturers, Places of Manufacture and Testing"
Subcontractors
Please refer to Volume 3, Schedule-F. " Proposed Subcontractors"
Manufacturer's Authorization
(to be filled by the manufacturer's/their authorized agent on their official letterhead)
(The Bidder shall require the Manufacturer to fill in this form

in accordance with the instructions indicated.
This letter of authorization should be signed by a person with the proper authority to sign documents
that are binding on the Manufacturer)
ICB No.: .............................................................

Invitation for Bid No.: .............................................................
Manufacturer's Authorization No.: .............................................................
Date: .............................................................
To:

We,
(Name of Manufacturer or Manufacturer's authorized agent)

Who are official manufacturers or agent authorized by the manufacturer of:
(Type of Goods)
Having factory(ies) at:
(Address of Manufacturer's factory(ies))

Do hereby authorize:
(Name of Bidder)
To submit a Bid, the purpose of which is to provide the following goods, manufactured by us:
(Name and/or brief description of the Goods)
And to subsequently negotiate and sign the Contract.
We hereby extend our full guarantee and warranty in accordance with Clause 27 of the General Con-
ditions of Contract, with respect to the goods offered by the above firm.
Signature(s) of the authorized Manufacturer's representative(s) or agent

Place for Seal
Name(s):
Name(s) of the authorized Manufacturer's representative(s) or agent
Title(s):
Title(s) of the authorized Manufacturer's representative(s) or agent
(Name of Manufacturer or Manufacturer's authorized agent)
Place and Date:
Place and date
6.8 Time Schedule
To be used by Bidder when alternative time for completion is invited in ITB 13.2.
7. Bidders Qualification
To establish his qualifications to perform the contract in accordance with Volume 1 - Section 3 (Evalu-
ation and Qualification Criteria), the Bidder shall provide the information requested in the correspond-
ing information sheets included hereunder.
7.1 Form ELI-1: Bidder's Information Sheet
Bidder
Bidder's legal name
In case of JV / Consortium, le-

gal name of each partner
Bidder's country of constitution
Bidder's year of constitution
Bidder's legal address in coun-

try of constitution
Bidder's authorized representative(s)
Name(s)
Title(s)
Address(s)
Telephone numbers, fax num-

bers, e-mail addresses
☐ Attached are copies of the following original documents.
1. In case of single entity, articles of incorporation or constitution of the legal entity named above, in
accordance with ITB 4.1 and 4.2.
2. Authorization to represent the firm or JV/Consortium named in above, in accordance with ITB 22.2.
3. In case of JV / Consortium, letter of intent to form JV / Consortium or JV / Consortium agreement, in
accordance with ITB 4.1.
4. In case of a government-owned entity, any additional documents not covered under 1 above re-
quired to comply with ITB 4.5.
7.2 Form ELI-2: Joint Venture / Consortium Information Sheet
Each member of a Joint Venture / Consortium must fill in this form.
Joint Venture, Consortium
Bidder's legal name
Joint Venture / Consortium partner's

legal name
country of constitution
year of constitution
legal address in country of constitution
Joint Venture / Consortium Partner's Authorized Representative(s)

Name(s)
Title(s)
Address(s)
Telephone numbers, Fax numbers, E-

mail addresses
☐ Attached are copies of the following original documents:
1. Articles of incorporation or constitution of the legal entity named above, in accordance with ITB 4.1
and 4.2.
2. Authorization to represent the firm named above, in accordance with ITB 20.2.
3. In the case of government-owned entity, documents establishing legal and financial autonomy and
compliance with commercial law, in accordance with ITB 4.5.
7.3 Form LIT: Pending Litigation
Each Bidder or member of a Joint Venture / Consortium must fill in this form
Pending Litigation
☐ No pending litigation
in accordance with Criteria 2.2 of Volume 1 - Section 3 (Evaluation and Qualification Criteria)
☐ Pending litigation
in accordance with Criteria 2.2 of Volume 1 - Section 3 (Evaluation and Qualification Criteria)
Value of Value of Pending
Year Matter in Dispute Pending Claim in Claim as a Percentage
USD Equivalent of Net Worth
7.4 Form FIN-1: Financial Situation
Financial Data for last Three Years (USD Equivalent)
Year 1:
Year 2:
Year 3:
Information
from the Bal- Year-1 Year-2 Year-3
ance Sheet
Total assets
Total liabilities
Net worth
Current assets
Current liabilities
Information
from the In-
Year-1 Year-2 Year-3
come State-
ment
Total revenues
Profits before taxes
Profits after taxes
☐ Attached are copies of financial statements (balance sheets including all related notes, and income state-
ments) for the last three years, as indicated above, complying with the following conditions.
• All such documents reflect the financial situation of the Bidder or partner to a Joint Venture / Consorti-
um, and not sister or parent companies.
• Historic financial statements must be audited by a certified accountant.
• Historic financial statements must be complete, including all notes to the financial statements.
• Historic financial statements must correspond to accounting periods already completed and audited (no
statements for partial periods shall be requested or accepted).
7.5 Form FIN-2: Annual Turnover
The information supplied should be the Annual Turnover of the Bidder or each member of a Joint Ven-
ture / Consortium in terms of the amounts billed to clients for each year for contracts in progress or
completed, converted to US Dollars at the rate of exchange at the end of the period reported.
Annual Turnover Data for the Last Three Years
Year Amount(Currency) Exchange Rate EURO Equivalent
7.6 Form FIN-3: Financial Resources
Each Bidder or member of a Joint Venture / Consortium must fill in this form.
Specify proposed sources of financing, such as liquid assets, unencumbered real assets, lines of cred-
it, and other financial means, net of current commitments, available to meet the total construction cash
flow demands of the subject contract or contracts as indicated in Volume 1 - Section 3 (Evaluation and
Financial Resources
No. Source of Financing Amount (USD Equivalent)
7.7 Form FIN-4: Current Contract Commitments
Each Bidder or member of a Joint Venture / Consortium must fill in this form.
Bidders and each partner to a Joint Venture / Consortium should provide information on their current
commitments on all contracts that have been awarded, or for which a letter of intent or acceptance has
been received, or for contracts approaching completion, but for which an unqualified, full completion
certificate has yet to be issued.
Current Contract Commitments
Name of the contract
Employer (name, address, telephone,

e-mail)
Value of Outstanding Work (Current USD
1
Equivalent)
Estimated Completion Date
Average monthly invoicing over last six

months (USD/month equivalent)

e-mail)
Value of outstanding work (current USD
2
equivalent)
Estimated completion date


e-mail)
Value of outstanding work (current USD
3
equivalent)
Estimated completion date

7.8 Form EXP-1: General Experience
Each Bidder must fill in this form. Each Bidder must fill up one (1) form per contract.
General Experience
Employer (name, address, tel-

ephone, e-mail)
Role of the Bidder
Brief description of the works

executed by the Bidder
The Bidder shall submit end user's certificates as evidence of the above. These certificates shall be
issued by the end user on his letterhead indicating address, telephone, fax number and e-mail of the
end user. They shall be signed and sealed by the issuing authority and shall include the following de-
tails of each project that has been executed:
• name, address and nationality of customer

• details of contract, amount of supplied equipment(s), type of works, network line length covered by
transmission equipment(s), and others (as per scope of the works of the project).
• completion period
• commissioning date/commercial operation
• contract value
7.9 Form EXP-2(a): Specific Experience
Each Bidder must fill this form. One form must be filled per contract.
Contract of Similar Size and Nature
Employer (name, address,

telephone, e-mail)
Role of the Bidder

executed by the Bidder and
similarity

• contract value
7.10 Form EXP-2(b): Specific Experience in Key Activities (NOT

APPLICABLE)
Each Bidder must fill this form. One form must be filled per contract.
Contract with Similar Activities
Employer (name, address,

telephone, e-mail)
Role of the Bidder

executed by the Bidder and
similarity

• contract value
Section 5
Eligible Countries
Page 5-1
Eligible Countries
All countries shall be eligible countries except Israel and if the country of origin is ruled out by sanc-
tions issued by the UN Security Council or sanctions issued by the European Union or the Govern-
ment of the People's Republic of Bangladesh.
Section 6: Employer's Requirements
Section 6
Employer's Requirements
Section 6: Employer's Requirements
1. Scope of Supply of Plant and Services 1

1.1 General Description of the Scope 1
1.2 Brief Description of the Scope of Works 1
1.3 Drawings and Documents to Be Submitted With Bid 1
2. Specifications 2
3. Drawings 2
4. Supplementary Information 3
4.1 Project Country 3
4.2 Contract Site 3
4.3 Port Facilities and Transport to Site 3
5. Bank Guarantees and Certificates 4
5.1 Form of Performance Security 4
5.2 Form of Advance Payment Security 5
5.3 Form of Project Completion Certificate 6
5.4 Form of Operational Acceptance Certificate 7
5.5 Form of Final Acceptance Certificate 8
5.6 Form of Post Guarantee Annual Maintenance Support Completion Certificate 9
6. Change Orders 10
6.1 Change Order Procedure 10
6.1.1 General 10
6.1.2 Change Order Log 10
6.1.3 References for Changes 10
6.2 Change Order Forms 11
6.2.1 Request for Change Proposal Form 11
6.2.2 Estimate for Change Proposal Form 12
6.2.3 Acceptance of Estimate Form 13
6.2.4 Change Proposal Form 14
6.2.5 Change Order Form 16
6.2.6 Pending Agreement Change Order Form 17
6.2.7 Application for Change Proposal Form 18
7. Form-JV: Form of Joint Venture Agreement 19
Section 6: Employer's Requirements Page 6-1
1. Scope of Supply of Plant and Services
1.1 General Description of the Scope
The number of the Invitation 27.21.0000.101.07.215.20.546, Dated January 27, 2020

letter for Bids is:
The Employer is: Power Grid Company of Bangladesh Limited
The name of the ICB is: Design, Supply, Installation, Testing & Commissioning of High
Capacity Telecommunication Transmission Equipment for sev-
eral locations to connect Dhaka-Benapole-Kuakata on Turnkey
Basis.
The identification number of PGCB/OPGW/DHK-KKT)

the ICB is:
The number of lots (contracts) 01 (One)

comprising this ICB is:
1.2 Brief Description of the Scope of Works
Please refer to Section 1, Volume 2 of the bidding document.
1.3 Drawings and Documents to Be Submitted With Bid
Please refer to Schedule H of Volume 3 of the bidding document.
2. Specifications
Please refer to Volume 2 of the Bidding Document.
3. Drawings
Please refer to Schedule H of Volume 3 of the bidding document.
4. Supplementary Information
4.1 Project Country
The works will be performed in Bangladesh.
4.2 Contract Site
The sites are located at different sub-stations of PGCB all over Bangladesh. List of sites mentioned in
Annexure 1, Volume 2 of the Bidding document.
4.3 Port Facilities and Transport to Site
Chittagong, Dhaka, Narayanganj, Benapole and Mongla are the ports of entry for material to Bangla-
desh by sea and road. Inland transport from Chittagong, Narayanganj, Benapole and Mongla to the
site can be by barge or road.
The contractor is responsible for performing all dispatch, shipment, delivery, unloading, inland trans-
portation and obtaining all approvals and consents etc. necessary for the movement of plant and con-
tractors equipment from the port to the site.
All necessary access roads, jetties or offloading points etc. required for the transport of the plant etc.
to site will be the Contractor's responsibility.
Where heavy loads are to be moved the Contractor shall be responsible for performing surveys of the
routes to ensure that all portions have adequate load bearing capacity.
A comprehensive method statement shall be submitted to the Engineer/ Employer detailing the pro-
posed transport route(s) and requirements. Plans indicating all bridges, ducts, culverts, railway cross-
ings, overhead lines, water mains etc., and their load bearing capacity or clearances as appropriate
shall be given together with proposed means of achieving the transportation requirements. Any rein-
forcement, strengthening, modifications or temporary works required to obtain the necessary capacity
shall be the responsibility of the contractor. The cost of the above is to be included in the Bid price.
No plant is to be consigned to Bangladesh by air freight without the prior written approval of the Em-
ployer.
5. Bank Guarantees and Certificates
5.1 Form of Performance Security
Bank's Name, and Address of Issuing Branch or Office

Beneficiary: Name and Address of Employer
Date:
Performance Guarantee No.:
We have been informed that ____ name of the Contractor ____ (hereinafter called "the Contractor")
has entered into Contract No. ____ reference number of the Contract ____ dated___ with you, for the
execution of name of contract and brief description of Works ____ (hereinafter called "the Contract").
Furthermore, we understand that, according to the conditions of the Contract, a performance guaran-
tee is required.
At the request of the Contractor, we ____ name of the Bank. ____ hereby irrevocably undertake to
pay you any sum or sums not exceeding in total an amount of ____name of the currency and amount
in figures*. ____ (____ amount in words ____) such sum being payable in the types and proportions of
currencies in which the Contract Price is payable, upon receipt by us of your first demand in writing
accompanied by a written statement stating that the Contractor is in breach of its obligation(s) under
the Contract, without your needing to prove or to show grounds for your demand or the sum specified
therein.
This guarantee shall expire no later than the earlier of:
(a) 02 (Two) months after our receipt of the following mandatory documents
(i) a copy of the Project Completion Certificate; and

(ii) a copy of the Operational Acceptance Certificate issued by PGCB; and
(iii) a copy of the Final Acceptance Certificate (FAC) issued by PGCB and
(iv) a copy of the Successful Completion Certificate issued by PGCB of 03 (Three) Years
Annual Maintenance Period after FAC.
(b) the ____ day of, 201_.
Consequently, any demand for payment under this guarantee must be received by us at this office on
or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 758, ex-
cept that of article 15(A.)
_________________________
Seal of Bank and Signature(s)
5.2 Form of Advance Payment Security
Bank's Name, and Address of Issuing Branch or Office

Beneficiary: Name and Address of Employer
Date:
Advance Payment Guarantee No.:
We have been informed thatname of the Contractor.(hereinafter called "the Contractor") has entered into
Contract No.reference number of the Contract.datedwith you, for the execution ofname of contract and brief
description of Works.(hereinafter called "the Contract").
Furthermore, we understand that, according to the Conditions of the Contract, an advance payment in
the sum(the Guarantor shall insert an amount representing the amount of the advance payment de-
nominated either in the currency(ies) of the advance payment as specified in the Contract, or in a
freely convertible currency acceptable to the Employer.).(.amount in words.)is to be made against an
advance payment guarantee.
At the request of the Contractor, wename of the Bank.hereby irrevocably undertake to pay you any sum
or sums not exceeding in total an amount ofname of the currency and amount in figures*.(.amount in
words.)upon receipt by us of your first demand in writing accompanied by a written statement stating
that the Contractor is in breach of its obligation under the Contract because the Contractor used the
advance payment for purposes other than the costs of mobilization in respect of the Works.
It is a condition for any claim and payment under this guarantee to be made that the advance payment
referred to above must have been received by the Contractor on its account numberContractor's account
number.atname and address of the Bank.
The maximum amount of this guarantee shall be progressively reduced by the amount of the advance
payment repaid by the Contractor as indicated in copies of interim statements or payment certificates
which shall be presented to us. This guarantee shall expire, at the latest, upon our receipt of a copy of
the interim payment certificate indicating that eighty (80) percent of the Contract Price has been certi-
fied for payment, or on theday of(insert the expected expiration date of the Time for Completion. The Employer
should note that in the event of an extension of the time for completion of the Contract, the Employer would need to
request an extension of this guarantee from the Guarantor. Such request must be in writing and must be made prior to
the expiration date established in the guarantee. In preparing this guarantee, the Employer might consider adding the
following text to the form, at the end of the penultimate paragraph: "The Guarantor agrees to a one-time extension of
this guarantee for a period not to exceed [six months][one year], in response to the Employer's written request for
such extension, such request to be presented to the Guarantor before the expiry of the guarantee"),
whichever is
earlier. Consequently, any demand for payment under this guarantee must be received by us at this
office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 758.
__________________
Seal of Bank and Signature(s)
5.3 Form of Project Completion Certificate
Contract: [insert name of contract and contract identification details]
Date: _____
Certificate No.:_____
To: [insert name and address of Contractor.]
Dear Ladies and/or Gentlemen,
Pursuant to GC Clause 24 (Completion of the Facilities) of the General Conditions of the Contract en-
tered into between yourselves and the Employer dated [insert date], relating to the [brief description of
the Facilities], we hereby notify you that the following part(s) of the Facilities was (were) complete on
the date specified below, and that, in accordance with the terms of the Contract, the Employer hereby
takes over the said part(s) of the Facilities, together with the responsibility for care and custody and
the risk of loss thereof on the date mentioned below.
1. Description of the Facilities or part thereof: [description]
2. Date of Completion: [date]
However, you are required to complete the outstanding items listed in the attachment here to as soon
as practicable.
This letter does not relieve you of your obligation to complete the execution of the Facilities in accord-
ance with the Contract nor of your obligations during the Defect Liability Period.
Very truly yours,
[Signature]
Project Manager
5.4 Form of Operational Acceptance Certificate
Contract: [insert name of contract and contract identification details.]
Date: _____
Pursuant to GC Sub-Clause 25.3 (Operational Acceptance) of the General Conditions of the Contract
entered into between yourselves and the Employer dated [date], relating to the [brief description of the
Facilities], we hereby notify you that the following part(s) of the Facilities were satisfactorily attained
operational acceptance criteria on the date specified below:

2. Date of Operational Acceptance: [date]
Hence, we are awarding you a provisional acceptance certificate. However, you are required to com-
plete the outstanding items listed in the attachment here to as soon as practicable.
This letter does not relieve you of your obligation to complete the execution of the Facilities in accord-
ance with the Contract nor of your obligations during the Defect Liability Period
Very truly yours,
[Signature]
Project Manager
5.5 Form of Final Acceptance Certificate (FAC)
Date: _____
Pursuant to PCC Sub-Clause 25.7 (FAT and FAC) of the Particular Conditions of the Contract entered
into between yourselves and the Employer dated [date], relating to the [brief description of the Facili-
ties], we hereby notify you that the following part(s) of the Facilities were accepted satisfactorily on the
date specified below:

Hence, we are awarding you a Final Acceptance Certificate (FAC) for the aforementioned task and
successful completion of maintenance support during this 02 (Two) Years guarantee period.
Very truly yours,
[Signature]
Project Manager
5.6 Form of Post Guarantee Annual Maintenance Support Com-

pletion Certificate
Date: _____
Pursuant to PCC Sub-Clause 25.7 (Final Acceptance Test and FAC) of the Particular Conditions of
the Contract entered into between yourselves and the Employer dated [date], relating to the [brief de-
scription of the Facilities], we hereby notify you that the 03 (Three) Years of Post Guarantee Annual
Maintenance Support has been completed satisfactorily on the date specified below:

Hence, we are awarding you a Certificate for the aforementioned task entitling successful completion
of annual maintenance support during this 03 (Three) Years tenure of post guarantee period.
Very truly yours,
[Signature]
Project Manager
6. Change Orders
6.1 Change Order Procedure
6.1.1 General
This section provides samples of procedures and forms for implementing changes in the Facilities dur-
ing the performance of the Contract in accordance with GC Clause 39 (Change in the Facilities) of the
General Conditions.
6.1.2 Change Order Log
The Contractor shall keep an up-to-date Change Order Log to show the current status of Requests for
Change and Changes authorized or pending, as Annex 8. Entries of the Changes in the Change Order
Log shall be made to ensure that the log is up-to-date. The Contractor shall attach a copy of the cur-
rent Change Order Log in the monthly progress report to be submitted to the Employer.
6.1.3 References for Changes
(1) Request for Change as referred to in GC Clause 39 shall be serially numbered CR-X-nnn.
(2) Estimate for Change Proposal as referred to in GC Clause 39 shall be serially numbered CN-X-
nnn.
(3) Acceptance of Estimate as referred to in GC Clause 39 shall be serially numbered CA-X-nnn.
(4) Change Proposal as referred to in GC Clause 39 shall be serially numbered CP-X-nnn.
(5) Change Order as referred to in GC Clause 39 shall be serially numbered CO-X-nnn.
Note:
(a) Requests for Change issued from the Employer's Home Office and the Site representatives of
the Employer shall have the following respective references:
Home Office CR-H-nnn

Site CR-S-nnn
(b) The above number "nnn" is the same for Request for Change, Estimate for Change Proposal,
Acceptance of Estimate, Change Proposal and Change Order.
6.2 Change Order Forms
6.2.1 Request for Change Proposal Form
[Employer's Letterhead]
Date:
To: [Contractor's name and address]
Attention: [Name and title]
Contract Name: [Contract name]

Contract Number: [Contract number]
Dear Ladies and/or Gentlemen:
With reference to the captioned Contract, you are requested to prepare and submit a Change Pro-
posal for the Change noted below in accordance with the following instructions within [number] days of
the date of this letter [or on or before ( date)].
1. Title of Change: [Title]

2. Change Request No./Rev.: [Number]
3. Originator of Change:
Employer: [Name]
Contractor (by Application for Change Proposal No. [Number Refer to Annex 6.2.7]
4. Brief Description of Change: [Description]
5. Facilities and/or Item No. of equipment related to the requested Change: [Description]
6. Reference drawings and/or technical documents for the request of Change:
Drawing No./Document No. / Description
7. Detailed conditions or special requirements on the requested Change: [Description]
8. General Terms and Conditions:
(a) Please submit your estimate to us showing what effect the requested Change will have
on the Contract Price.
(b) Your estimate shall include your claim for the additional time, if any, for completion of the
requested Change.
(c) If you have any critical opinion regarding the adoption of the requested Change in con-
nection with the conformability to the other provisions of the Contract or the safety of the
Plant or Facilities, please inform us of your opinion in your proposal of revised provisions.
(d) Any increase or decrease in the work of the Contractor relating to the services of its per-
sonnel shall be calculated.
(e) You shall not proceed with the execution of the work for the requested Change until we
have accepted and confirmed the amount and nature in writing.
[Employer's Name]
[Signature]
[Name of signatory]
[Title of signatory]
6.2.2 Estimate for Change Proposal Form
[Contractor's Letterhead]
Date
To: [Employer's name and address]

With reference to your Request for Change Proposal, we are pleased to notify you of the approximate
cost of preparing the below-referenced Change Proposal in accordance with GC Sub-Clause 39.2.1 of
the General Conditions. We acknowledge that your agreement to the cost of preparing the Change
Proposal, in accordance with GC Sub-Clause 39.2.2, is required before estimating the cost for change
work.
2. Change Request No./Rev.: [Number]
4. Scheduled Impact of Change: [Description]

5. Cost for Preparation of Change Proposal: [insert costs which shall be in the currencies of the
Contract]
(a) Engineering (Amount)
(i) Engineer hrs x rate/hr =
(ii) Draftsperson hrs x rate/hr =

Subtotal hrs
Total Engineering Cost
(b) Other Cost
Total Cost (a) + (b)
[Contractor's Name]
[Signature]
[Name of signatory]
6.2.3 Acceptance of Estimate Form
Date:

We hereby accept your Estimate for Change Proposal and agree that you should proceed with the
preparation of the Change Proposal.
2. Change Request No./Rev.: [Request number/revision]
3. Estimate for Change Proposal No./Rev.: [Proposal number/revision]
4. Acceptance of Estimate No./Rev.: [Estimate number/revision]
6. Other Terms and Conditions: In the event that we decide not to order the Change accepted, you
shall be entitled to compensation for the cost of preparation of Change Proposal described in
your Estimate for Change Proposal mentioned in para. 3 above in accordance with GC Clause
39 of the General Conditions.
[Employer's Name]
[Signature]
[Name of signatory]
6.2.4 Change Proposal Form
Date:

In response to your Request for Change Proposal No. [Number], we hereby submit our proposal as
follows:
1. Title of Change: [Name]
2. Change Proposal No./Rev.: [Proposal number / revision]
3. Originator of Change: Employer: [Name] / Contractor: [Name]
5. Reasons for Change: [Reason]
6. Facilities and/or Item No. of Equipment related to the requested Change: [Facilities]
7. Reference drawings and/or technical documents for the requested Change:

[Drawing/Document No./Description]
8. Estimate of increase/decrease to the Contract Price resulting from Change Proposal:

Amount
[insert amounts in the currencies of the Contract]
(a) Direct material
(b) Major construction equipment
(c) Direct field labour (Total hrs)
(d) Subcontracts
(e) Indirect material and labour
(f) Site supervision
(g) Head office technical staff salaries
Process engineer hrs @ rate/hr
Project engineer hrs @ rate/hr
Equipment engineer hrs @ rate/hr
Procurement hrs @ rate/hr
Draftsperson hrs @ rate/hr
Total hrs
(h) Extraordinary costs (computer, travel, etc.)

(i) Fee for general administration, % of Items
(j) Taxes and customs duties
Total lump sum cost of Change Proposal [Sum of items (a) to (j)]
Cost to prepare Estimate for Change Proposal [Amount payable if Change is not ac-
cepted]
9. Additional time for Completion required due to Change Proposal
10. Effect on the Functional Guarantees
11. Effect on the other terms and conditions of the Contract
12. Validity of this Proposal: within [Number] days after receipt of this Proposal by the Employer
13. Other terms and conditions of this Change Proposal:
(a) You are requested to notify us of your acceptance, comments or rejection of this detailed
Change Proposal within [Number] days from your receipt of this Proposal.
(b) The amount of any increase and/or decrease shall be taken into account in the adjust-
ment of the Contract Price.
(c) Contractor's cost for preparation of this Change Proposal: [insert amount. This cost shall
be reimbursed by the Employer in case of Employer's withdrawal or rejection of this
Change Proposal without default of the Contractor in accordance with GC Clause 39 of
the General Conditions]
[Contractor's Name]
[Signature]
[Name of signatory]
6.2.5 Change Order Form
Date:

We approve the Change Order for the work specified in the Change Proposal (No. [number]), and
agree to adjust the Contract Price, Time for Completion and/or other conditions of the Contract in ac-
cordance with GC Clause 39 of the General Conditions.
2. Change Request No./Rev.: [Request number / revision]
3. Change Order No./Rev.: [Order number / revision]
4. Originator of Change: Employer: [Name] / Contractor: [Name]
5. Authorized Price:
Ref. No.: [Number] Date: [Date]
Foreign currency portion [Amount] plus Local currency portion [Amount]
6. Adjustment of Time for Completion

None Increase [Number] days Decrease [Number] days
7. Other effects, if any
Authorized by: _____________ Date:

Employer
Accepted by: ______________ Date:

Contractor
6.2.6 Pending Agreement Change Order Form
Date

We instruct you to carry out the work in the Change Order detailed below in accordance with GC
Clause 39 of the General Conditions.
2. Employer's Request for Change Proposal No./Rev.: [number/revision] dated: [date]
3. Contractor's Change Proposal No./Rev.: [number / revision] dated: [date]
5. Facilities and/or Item No. of equipment related to the requested Change: [Facilities]
6. Reference Drawings and/or technical documents for the requested Change:

[Drawing / Document No. / Description]
7. Adjustment of Time for Completion:
8. Other change in the Contract terms:
9. Other terms and conditions:
[Employer's Name]
[Signature]
[Name of signatory]
6.2.7 Application for Change Proposal Form
Date

We hereby propose that the below-mentioned work be treated as a Change in the Facilities.
2. Application for Change Proposal No./Rev.: [Number / revision] dated: [Date]
4. Reasons for Change:
5. Order of Magnitude Estimation (amount in the currencies of the Contract): [Amount]
6. Scheduled Impact of Change:
7. Effect on Functional Guarantees, if any:
8. Appendix:
[Contractor's Name]
[Signature]
[Name of signatory]
7. Form-JV: Form of Joint Venture Agreement
To: The Company Secretary

Power Grid Company of Bangladesh Ltd.
Address: …………………………………
THIS JOINT VENTURE AGREEMENT is made and entered into this the ………………th day of…….,
20 of the Christian Era.
BETWEEN
M/s........................a company organized and existing under the laws of …………with its registered of-
fice located at…………………………………………..,hereinafter called as "the Partner of the FIRST
PART".
AND
M/s.....................a company organized and existing under the laws of …………...with its registered of-
fice located at……………………………………………,hereinafter called as "the Partner of the SEC-
OND PART".
1. Formation of the Joint Venture
1.1 The partners aforesaid herewith forms a Joint Venture ("Joint Venture") with the following objec-
tives:
• to prepare and submit a joint bid ("bid") to Power Grid Company of Bangladesh ("PGCB") in
respect of construction of…………………………, Contract No.…………….("Project") to be
implemented by PGCB.
• to entirely and completely execute and perform the contract concluded between PGCB and
the Joint Venture ("Contract").
• to comply with all the relative provisions as set out in the bidding documents of the Project.
1.2 The Joint Venture operates under the name of "………." (PGCB…..Project). The seat of the
Joint Venture Partner in Charge shall be at……………………………..Its address is:
..................................................(PGCB……………….Project)
1.3 The Partner of the…………………..part is the Partner-in Charge of the Joint Venture.
1.4 The percentage of share of the Partner-in Charge of the Joint Venture is more than 50% of the
Bid Price of this Contract. The percentage of share of each partner in this Joint Venture Agree-
ment is as follows:
a) First Part:......% of the Bid Price
b) Second Part:.......% of the Bid Price
c) ............................................................
1.5 Joint Venture's local address shall be: …………………………………..
2. Supplies and service ("Works")
2.1 The partners of the Joint Venture shall be jointly and severally responsible for successful execu-
tion of the aforesaid Project of PGCB.
2.2 Allocation of supplies and services ("Works") between/among the partners to prepare and sub-
mit the bid/offer and to perform the Contract shall cover value and scope as defined in clause 4
and 5 of this Joint Venture Agreement.
3. Principles of Cooperation
3.1 Each partner shall be responsible for the completeness of its scope of work and shall bear all
risks including commercial and technical risks.
3.2 Each partner shall provide the entirety of supplies and services required for the fulfilment of its
share of work.
3.3 Each partner will be totally (technically/commercially) responsible for its own part and will exe-
cute its part and shall also be responsible for getting its part tested and approved by PGCB as
per contract. It shall also be responsible for removing any and all deviations/deficiencies, which
may occur or may be pointed out by PGCB or its Consultant up-till Final Acceptance Certificate
(FAC) about the Project.
3.4 Each partner shall contribute working capital for equipment, labour and materials or any ex-
pense to be incurred for execution of the Project or any other investment required in connection
with implementation of the Project work in proportion to its participation ratio.
3.5 Each partner shall be fully responsible for the fulfilment of all obligations jointly and severally for
execution of the contract in the event the Project is awarded to the Joint Venture and shall hold
each other harmless and indemnify against any damage arising from its default or non-fulfilment
of obligations to perform the respective share of responsibilities as per this Joint Venture
Agreement.
3.6 Each partner shall assist each other to the best of its ability and protect mutual interest as if it
were its own.
4. Responsibilities of the Partner in Charge
In addition to its scope as defined in clause 2.1 hereof
• overall responsibility.
• coordination and supervision of the time schedule, as well as of all technical questions and queries
of interest to the partners.
• bidding, commercial negotiation, signing and execution of contract.
• incur liabilities, receive payments, take in instruction for and on behalf of any or all partners during
entire execution of the Contract.
5. Responsibilities of the Partner of………….Part
In addition to its scope as defined in clause 2.1
• it shall keep the Partner in Charge informed of any matter in due time, that may affect performanc-
es of the Contract.
6. Joint Venture Partner's Authority
6.1 Mr…………………….. and Mr………………….shall represent the Partner of ………….Part and

the Partner of the……………Part respectively and Mr……………………………...shall be the
Project Incharge.
7. Liability and Warranty
7.1 Liability Arising out of PGCB's Claims
7.1.1 The partners shall be jointly and severally liable to PGCB for the performance of the Contract.
With respect to one another, each partner shall be solely responsible for its share of the work.
7.1.2 If PGCB claims penalty or liquidated damages for delay, the partner responsible for the delay
shall be solely liable without prejudice to the PGCB's further right to hold the other partner re-
sponsible.
7.1.3 Any defect and damage resulting from such defect shall immediately be rectified by the partner
in whose share of the work it is located or occurs. These costs shall also include of experts for
establishing the defect, for additional measures necessitated as a result of the defect, for
changes in the share of the work of another partner necessitated by correction of such defect
and for repeat inspections or acceptance tests.
7.2 Liability Arising out of 3rd Party Claims
In case of 3rd party claims, the partner responsible for the event causing the claim shall be sole-
ly liable.
7.3 Liability of the Partner with Respect to each other
With respect to claims of the partner against each other, unless governed by Article 6.1 and 6.2
hereof, the following shall apply:
7.3.1 Each partner shall be liable to the other partner for damages which it, its employees, agent or
subcontractor, if any, wilfully or negligently cause to the other partner.
8. Insurance
The Joint Venture shall arrange all insurance including Erection All Risk insurance for the whole Pro-
ject as per provisions of the bidding document of PGCB.
9. Finance and Securities
Each partner shall bear the cost for any financing of its scope of supplies and services, where PGCB
requires guarantee, securities or any other securities, the partner shall share such cost to the extent of
the value of their respective scope of supplies and services.
10. Invoicing and Payment
The Partner in Charge shall invoice for the Joint Venture's scope of supplies and services to PGCB
and receive payments directly.
11. Bid Security, Performance Bond and Advance Payment Bond
Bid Security, Performance Bond, Advance Payment Bond etc. will be issued in the name of the Joint
Venture or lead Partner of the JV. The partners shall bear the costs and risk in the proportion to their
participation ratio.
12. Scope of Joint Venture's Activities
The activities of the Joint Venture are limited to the bidding and, on being awarded, to the perfor-
mance of contract with PGCB for execution of the Project.
13. Arbitration
Any/all disputes arising out of this agreement shall be amicably and promptly settled upon direct nego-
tiation between/among the parties; otherwise, the dispute shall be referred to arbitration for settlement
under the Rules of Arbitration of the International Chamber of Commerce, Paris.
14. Governing Laws
This Joint Venture Agreement, supplements and arrangements regarding its performance shall be
governed, construed and enforced in accordance with the substantive laws of ______________ with-
out reference to other laws.
15. Supplementary
The partners may sign supplementary agreement as an amendment to this agreement concerning the
relevant matters arising from the performance of the Project. Such supplementary agreement shall
come into force with the ratification of PGCB.
16. Miscellaneous
No partner shall disclose or divulge this Joint Venture Agreement to any other third party except to
PGCB nor shall it assign, pledge, sell or otherwise dispose of or part with all or part of its designated
responsibility to the others without the agreement of PGCB in writing.
17. Commencement and Validity of the Agreement
17.1 This Agreement shall come into force upon signing of the partners.
17.2 This Agreement shall terminate:
• when the Project is awarded by PGCB to a bidder other than this Joint Venture.
• in the event of an order, after total performance of the Contract (expiry of period of warranty,
payment of the last instalment, return of equipment etc.) and after fulfilment of all obligations
of the partners as provided for in this Agreement.
In witness whereof, the partners hereby have caused this Joint Venture Agreement to be executed by
their duly authorized representatives as appear below on the day, month and the year first above writ-
ten.
Signed by: Signed by:
……………………………………… ……………………………………………
On behalf of: On behalf of:
………………………………………… ……………………………………………
Witness……………………………… Witness……………………………………
Part III: Conditions of Contract and Contract Forms
CONDITIONS OF CONTRACT
AND
CONTRACT FORMS
Section 7: General Conditions of Contract
Section 7
General Conditions of Contract
A. Contract and Interpretation 7-1

1. Definitions 7-1
2. Contract Documents 7-3
3. Interpretation 7-3
4. Communications 7-5
5. Law and Language 7-5
6. Fraud and Corruption 7-5
B. Subject Matter of Contract 7-7
7. Scope of Facilities 7-7
8. Time for Commencement and Completion 7-7
9. Contractor's Responsibilities 7-8
10. Employer's Responsibilities 7-9
C. Payment 7-10
11. Contract Price 7-10
12. Terms of Payment 7-10
13. Securities 7-11
14. Taxes and Duties 7-12
D. Intellectual Property 7-13
15. License/Use of Technical Information 7-13
16. Confidential Information 7-13
E. Execution of the Facilities 7-14
17. Representatives 7-14
18. Work Program 7-16
19. Subcontracting 7-17
20. Design and Engineering 7-17
21. Procurement 7-19
22. Installation 7-21
23. Test and Inspection 7-27
24. Completion of the Facilities 7-29
25. Commissioning and Operational Acceptance 7-30
F. Guarantees and Liabilities 7-33
26. Completion Time Guarantee 7-33
27. Defect Liability 7-34
28. Functional Guarantees 7-36
29. Patent Indemnity 7-37
30. Limitation of Liability 7-38
G. Risk Distribution 7-38
31. Transfer of Ownership 7-38
32. Care of Facilities 7-38
33. Loss of or Damage to Property; Accident or Injury to Workers; Indemnification 7-40
34. Insurance 7-41

35. Unforeseen Conditions 7-43
36. Change in Laws and Regulations 7-44
37. Force Majeure 7-44
38. War Risks 7-45
H. Change in Contract Elements 7-48
39. Change in the Facilities 7-48
40. Extension of Time for Completion 7-50
41. Suspension 7-51
42. Termination 7-53
43. Assignment 7-58
I. Claims, Disputes, and Arbitration 7-59
44. Contractor's Claims 7-59
45. Disputes and Arbitration 7-60
APPENDIX A - GENERAL CONDITIONS OF DISPUTE BOARD AGREEMENT 7-64
1. Definitions 7-64
2. General Provisions 7-64
3. Warranties 7-65
4. General Obligations of the Member 7-65
5. General Obligations of the Employer and the Contractor 7-66
6. Payment 7-67
7. Termination 7-68
8. Default of the Member 7-68
9. Disputes 7-69
Annex - Dispute Board Guidelines 7-70
Section 7: General Conditions of Contract Page 7-1
A. Contract and Interpretation

1. Definitions 1.1 The following words and expressions shall have the meanings hereby
assigned them:
"Contract" means the Contract Agreement entered into between the
Employer and the Contractor, together with the Contract Documents
referred to therein; they shall constitute the Contract, and the term
"the Contract" shall in all such documents be construed accordingly.
"Contract Documents" means the documents listed in Article 1.1
(Contract Documents) of the Contract Agreement (including any
amendments thereto).
"GCC" means the General Conditions of Contract.
"SCC" means the Special Conditions of Contract.
"day" means calendar day.
"year" means 365 days.
"month" means calendar month.
"Party" means the Employer or the Contractor, as the context re-
quires.
"Employer" means the person named as such in the SCC and in-
cludes the legal successors or permitted assigns of the Employer.
"Project Manager" means the person appointed by the Employer in
the manner provided in GCCSubclause 17.1 (Project Manager) here-
of and named as such in the SCC to perform the duties delegated by
the Employer.
"Contractor" means the person(s) named as Contractor in the Con-
tract Agreement, and includes the legal successors or permitted as-
signs of the Contractor.
"Contractor’s Representative" means any person nominated by the
Contractor and approved by the Employer in the manner provided in
GCC Subclause 17.2 (Contractor’s Representative and Construction
Manager) hereof to perform the duties delegated by the Contractor.
"Construction Manager" means the person appointed by the Contrac-
tor’s Representative in the manner provided in GCC Subclause
17.2.4.
"Subcontractor," including manufacturers, means any person to
whom execution of any part of the Facilities, including preparation of
any design or supply of any Plant, is sub-contracted directly or indi-
rectly by the Contractor, and includes its legal successors or permit-
ted assigns.
"Dispute Board" means the person or persons named as such in the
SCC appointed by agreement between the Employer and the Con-
tractor to make a decision on or to settle any dispute or difference be-
tween the Employer and the Contractor referred to him or her by the
parties pursuant to GCCSubclause 45.1 (Dispute Board) hereof.

"The Bank" means the financing institution named in the SCC.
"Contract Price" means the sum specified in Article 2.1 (Contract
Price) of the Contract Agreement, subject to such additions and ad-
justments thereto or deductions therefrom, as may be made pursuant
to the Contract.
"Facilities" means the Plant to be supplied and installed, as well as all
the Installation Services to be carried out by the Contractor under the
Contract.
"Plant" means permanent plant, equipment, machinery, apparatus,
articles and things of all kinds to be provided and incorporated in the
Facilities by the Contractor under the Contract (including the spare
parts to be supplied by the Contractor under GCCSubclause 7.3
hereof), but does not include Contractor’s Equipment.
"Installation Services" means all those services ancillary to the supply
of the Plant for the Facilities, to be provided by the Contractor under
the Contract, such as transportation and provision of marine or other
similar insurance, inspection, expediting, site preparation works (in-
cluding the provision and use of Contractor’s Equipment and the sup-
ply of all construction materials required), installation, testing, pre-
commissioning, commissioning, operations, maintenance, the provi-
sion of operations and maintenance manuals, training, etc. as the
case may require.
"Contractor’s Equipment" means all facilities, equipment, machinery,
tools, apparatus, appliances, or things of every kind required in or for
installation, completion and maintenance of Facilities that are to be
provided by the Contractor, but does not include Plant, or other things
intended to form or forming part of the Facilities.
"Country of Origin" means the countries and territories eligible under
the rules of the Bank as further elaborated in the SCC.
"Site" means the land and other places upon which the Facilities are
to be installed, and such other land or places as may be specified in
the Contract as forming part of the Site.
"Effective Date" means the date of fulfilment of all conditions stated in
Article 3 (Effective Date) of the Contract Agreement, upon which the
period until the Time for Completion shall be counted from.
"Time for Completion" means the time within which Completion of the
Facilities as a whole (or of a part of the Facilities where a separate
Time for Completion of such part has been prescribed) is to be at-
tained, as referred to in GCC Clause 8 and in accordance with the
relevant provisions of the Contract.
"Completion" means that the Facilities (or a specific part thereof
where specific parts are specified in the Contract) have been com-
pleted operationally and structurally and put in a tight and clean con-
dition, that all work in respect of Precommissioning of the Facilities or
such specific part thereof has been completed, and that the Facilities
or specific part thereof are ready for Commissioning as provided in

GCC Clause 24 (Completion) hereof.
"Precommissioning" means the testing, checking and other require-
ments specified in the Employer’s Requirements that are to be car-
ried out by the Contractor in preparation for Commissioning as pro-
vided in GCC Clause 24 (Completion) hereof.
"Commissioning" means operation of the Facilities or any part thereof
by the Contractor following Completion, which operation is to be car-
ried out by the Contractor as provided in GCCSubclause 25.1 (Com-
missioning) hereof, for the purpose of carrying out Guarantee Test(s).
"Guarantee Test(s)" means the test(s) specified in the Employer’s
Requirements to be carried out to ascertain whether the Facilities or a
specified part thereof is able to attain the Functional Guarantees
specified in the Appendix (Functional Guarantees) to the Contract
Agreement in accordance with the provisions of GCCSubclause 25.2
(Guarantee Test) hereof.
"Operational Acceptance" means the acceptance by the Employer of
the Facilities (or any part of the Facilities where the Contract provides
for acceptance of the Facilities in parts), which certifies the Contrac-
tor’s fulfilment of the Contract in respect of Functional Guarantees of
the Facilities (or the relevant part thereof) in accordance with the pro-
visions of GCC Clause 28 (Functional Guarantees) hereof and shall
include deemed acceptance in accordance with GCC Clause 25
(Commissioning and Operational Acceptance) hereof.
"Defect Liability Period" means the period of validity of the warranties
given by the Contractor commencing at Completion of the Facilities or
a part thereof, during which the Contractor is responsible for defects
with respect to the Facilities (or the relevant part thereof) as provided
in GCC Clause 27 (Defect Liability) hereof.
2. Contract Docu- 2.1 Subject to Article 1.2 (Order of Precedence) of the Contract Agree-
ments ment, all documents forming part of the Contract (and all parts there-
of) are intended to be correlative, complementary and mutually ex-
planatory.The Contract shall be read as a whole.
3. Interpretation 3.1 In the Contract, except where the context requires otherwise,
a. words indicating one gender include all genders;
b. words indicating the singular also include the plural and words indi-
cating the plural also include the singular;
c. provisions including the word "agree,""agreed," or "agreement" re-
quire the agreement to be record in writing;
d. the word "tender" is synonymous with "bid,""tenderer" with "Bidder,"
and "tender documents" with "Bidding Documents;" and
e. "written" or "in writing" means handwritten, typewritten, printed or
electronically made, and resulting in a permanent record.
The marginal words and other headings shall not be taken into con-
sideration in the interpretation of these Conditions.
3.2 Incoterms
Unless inconsistent with any provision of the Contract, the meaning of

any trade term and the rights and obligations of parties thereunder
shall be as prescribed by Incoterms.
"Incoterms" means international rules for interpreting trade terms pub-
lished by the International Chamber of Commerce (latest edition), 38
Cours Albert 1er, 75008 Paris, France.
3.3 Entire Agreement
Subject to GCC Subclause 16.4 hereof, the Contract constitutes the
entire agreement between the Employer and Contractor with respect
to the subject matter of Contract and supersedes all communications,
negotiations, and agreements (whether written or oral) of parties with
respect thereto made prior to the date of Contract.
3.4 Amendment
No amendment or other variation of the Contract shall be effective
unless it is in writing, is dated, expressly refers to the Contract, and is
signed by a duly authorized representative of each party hereto.
3.5 Independent Contractor
The Contractor shall be an independent contractor performing the
Contract. The Contract does not create any agency, partnership, joint
venture, or other joint relationship between the parties hereto. Subject
to the provisions of the Contract, the Contractor shall be solely re-
sponsible for the manner in which the Contract is performed.All em-
ployees, representatives, or Subcontractors engaged by the Contrac-
tor in connection with the performance of the Contract shall be under
the complete control of the Contractor and shall not be deemed to be
employees of the Employer, and nothing contained in the Contract or
in any subcontract awarded by the Contractor shall be construed to
create any contractual relationship between any such employees,
representatives, or Subcontractors and the Employer.
3.6 Non-Waiver
3.6.1 Subject to GCCSubclause 3.6.2 below, no relaxation, forbear-
ance, delay, or indulgence by either party in enforcing any of
the terms and conditions of the Contract or the granting of time
by either party to the other shall prejudice, affect, or restrict the
rights of that party under the Contract, nor shall any waiver by
either party of any breach of Contract operate as waiver of any
subsequent or continuing breach of Contract.
3.6.2 Any waiver of a party’s rights, powers, or remedies under the
Contract must be in writing, must be dated, and signed by an
authorized representative of the party granting such waiver,
and must specify the right and the extent to which it is being
waived.
3.7 Severability
If any provision or condition of the Contract is prohibited or rendered
invalid or unenforceable, such prohibition, invalidity, or unenforceabil-

ity shall not affect the validity or enforceability of any other provisions
and conditions of the Contract.
3.8 Country of Origin
"Origin" means the place where the plant and component parts
thereof are mined, grown, produced, or manufactured, and from
which the services are provided. Plant components are produced
when, through manufacturing, processing, or substantial or major as-
sembling of components, a commercially recognized product results
that is substantially in its basic characteristics or in purpose or utility
from its components.
4. Communications 4.1 Wherever these Conditions provide for the giving or issuing of ap-
provals, certificates, consents, determinations, notices, requests, and
discharges, these communications shall be
a. in writing and delivered against receipt; and
b. delivered, sent, or transmitted to the address for the recipient’s
communications as stated in the Contract Agreement.
When a certificate is issued to a Party, the certifier shall send a copy
to the other Party. When a notice is issued to a Party, by the other
Party or the Project Manager, a copy shall be sent to the Project
Manager or the other Party, as the case may be.
5. Law and Lan- 5.1 The Contract shall be governed by and interpreted in accordance with
guage laws of the country specified in the SCC.
5.2 The ruling language of the Contract shall be that stated in the SCC.
5.3 The language for communications shall be the ruling language unless
otherwise stated in the SCC.
6. Fraud and Cor- 6.1 ADB’s Anticorruption Policy requires Borrowers (including beneficiar-
ruption ies of ADB-financed activity), as well as Bidders, Suppliers, and Con-
tractors under ADB-financed contracts, observe the highest standard
of ethics during the procurement and execution of such contracts. In
pursuance of this policy, ADB
a. defines, for the purposes of this provision, the terms set forth
below as follows:
i) "corrupt practice" means the offering, giving, receiving,
or soliciting, directly or indirectly, anything of value to in-
fluence improperly the actions of another party;
ii) "fraudulent practice" means any act or omission, includ-
ing a misrepresentation, that knowingly or recklessly
misleads, or attempts to mislead, a party to obtain a fi-
nancial or other benefit or to avoid an obligation;
iii) "coercive practice" means 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;
iv) "collusive practice" means an arrangement between two
or more parties designed to achieve an improper pur-
pose, including influencing improperly the actions of an-

other party;
v) "obstructive practice" means (a) deliberately destroying,
falsifying, altering, or concealing of evidence material
toan ADB investigation; (b) making false statements to
investigators in order to materially impede an ADB inves-
tigation; (c) failing to comply with requests to provide in-
formation, documents, or records in connection with an
Office of Anticorruption and Integrity (OAI) investigation;
(d) threatening, harassing, or intimidating any party to
prevent it from disclosing its knowledge of matters rele-
vant to the investigation or from pursuing the investiga-
tion, or (e) materially impeding ADB's contractual rights
of audit or access to information; and
vi) "integrity violation" is any act which violates ADB’s Anti-
corruption Policy, including (i) to (v) above and the fol-
lowing: abuse, conflict of interest, violations of ADB
sanctions, retaliation against whistleblowers or witness-
es, and other violations of ADB's Anticorruption Policy,
including failure to adhere to the highest ethical stand-
ard.
b. will reject a proposal for award if it determines that the Bidder
recommended for award has, directly or through an agent, en-
gaged in corrupt, fraudulent, collusive, coercive, or obstructive
practices or other integrity violations in competing for the Con-
tract;
c. will cancel the portion of the financing allocated to a contract if
it determines at any time that representatives of the Borrower
or of a beneficiary of ADB-financing engaged in corrupt,
fraudulent, collusive, coercive, or obstructive practices or other
integrity violations during the procurement or the execution of
that contract, without the Borrower having taken timely and ap-
propriate action satisfactory to ADB to remedy the situation;
d. will impose remedial actions on a firm or an individual, at any
time, in accordance with ADB’s Anticorruption Policy and Integ-
rity Principles and Guidelines (both as amended from time to
time), including declaring ineligible, either indefinitely or for a
stated period of time, to participate 1 in ADB-financed, adminis-
tered, or supported activities or to benefit from an ADB-
financed, administered, or supported contract, financially or
otherwise, if it at any time determines that the firm or individual
has, directly or through an agent, engaged in corrupt, fraudu-
lent, collusive, coercive, or obstructive practices or other integ-
rity violations; and
e. will have the right to require suppliers and contractors to permit ADB
or its representative to inspect their accounts and records and other
documents relating to the bid submission and contract performance
1
Whether as a Contractor, Subcontractor, Consultant, Manufacturer or Supplier, or Service Provider; or in any other capacity
(different names are used depending on the particular Bidding Document).
and to have them audited by auditors appointed by ADB.
B. Subject Matter of Contract

7. Scope of Facili- 7.1 Unless otherwise expressly limited in the Employer's Requirements,
ties the Contractor's obligations cover the provision of all Plant and the
performance of all Installation Services required for the design, the
manufacture (including procurement, quality assurance, construction,
installation, associated civil works, pre-commissioning and delivery)
of the Plant and the installation, completion, and commissioning of
the Facilities in accordance with the plans, procedures, specifications,
drawings, codes, and any other documents as specified in the section
Employer's Requirements.Such specifications include, but are not
limited to, the provision of supervision and engineering services; the
supply of labour, materials, equipment, spare parts (as specified in
GCC Subclause 7.3 below) and accessories; Contractor's Equipment;
construction utilities and supplies; temporary materials, structures,
and facilities; transportation (including, without limitation, unloading
and hauling to, from and at the Site); and storage, except for those
supplies, works, and services that will be provided or performed by
the Employer, as set forth in the Appendix (Scope of Works and Sup-
ply by the Employer) to the Contract Agreement.
7.2 The Contractor shall, unless specifically excluded in the Contract,
perform all such work and/or supply all such items and materials not
specifically mentioned in the Contract but that can be reasonably in-
ferred from the Contract as being required for attaining Completion of
the Facilities as if such work and/or items and materials were ex-
pressly mentioned in the Contract.
7.3 In addition to the supply of Mandatory Spare Parts included in the
Contract, the Contractor agrees to supply spare parts required for the
operation and maintenance of the Facilities for the period specified in
the SCC and the provisions, if any, specified in the SCC. However,
the identity, specifications, and quantities of such spare parts and the
terms and conditions relating to the supply thereof are to be agreed
between the Employer and the Contractor, and the price of such
spare parts shall be that given in Price Schedule No. 6, which shall
be added to the Contract Price. The price of such spare parts shall
include the purchase price therefore and other costs and expenses
(including the Contractor's fees) relating to the supply of spare parts.
8. Time for Com- 8.1 The Contractor shall commence work on the Facilities within the peri-
mencement and od specified in the SCC and without prejudice to GCC Subclause
Completion 26.2 hereof, the Contractor shall thereafter proceed with the Facilities
in accordance with the time schedule specified in the Appendix 4
(Time Schedule) to the Contract Agreement.
8.2 The Contractor shall attain Completion of the Facilities or of a part
where a separate time for Completion of such part is specified in the
Contract, within the time stated in the SCC or within such extended
time to which the Contractor shall be entitled under GCC Clause 40
hereof.
9. Contractor's Re- 9.1 The Contractor shall design, manufacture, including associated pur-
sponsibilities chases and/or subcontracting, install, and complete the Facilities in
accordance with the Contract. When completed, the Facilities should
be fit for the purposes for which they are intended as defined in the
Contract.
9.2 The Contractor confirms that it has entered into this Contract on the
basis of a proper examination of the data relating to the Facilities, in-
cluding any data as to boring tests provided by the Employer, and on
the basis of information that the Contractor could have obtained from
a visual inspection of the Site if access thereto was available and of
other data readily available to it relating to the Facilities as of the date
28 days prior to bid submission. The Contractor acknowledges that
any failure to acquaint itself with all such data and information shall
not relieve its responsibility for properly estimating the difficulty or
cost of successfully performing the Facilities.
9.3 The Contractor shall acquire and pay for all permits, approvals,
and/or licenses from all local, state, or national government authori-
ties or public service undertakings in the country where the Site is lo-
cated, which such authorities or undertakings require the Contractor
to obtain in its name and which are necessary for the performance of
the Contract, including, without limitation, visas for the Contractor's
and Subcontractor's personnel and entry permits for all imported Con-
tractor's Equipment. The Contractor shall acquire all other permits,
approvals, and/or licenses that are not the responsibility of the Em-
ployer under GCC Subclause 10.3 hereof and that are necessary for
the performance of the Contract.
9.4 The Contractor shall comply with all laws in force in the country
where the Facilities are to be implemented. The laws will include all
local, state, national, or other laws that affect the performance of the
Contract and bind upon the Contractor. The Contractor shall indemni-
fy and hold harmless the Employer from and against any and all liabil-
ities, damages, claims, fines, penalties, and expenses of whatever
nature arising or resulting from the violation of such laws by the Con-
tractor or its personnel, including the Subcontractors and their per-
sonnel, but without prejudice to GCC Subclause 10.1 hereof.
9.5 Any plant and services that will be incorporated in or be required for
the Facilities and other supplies shall have their origin as specified
under GCC Clause 1 (Country of Origin). Any Subcontractors re-
tained by the Contractor shall be from a country as specified in GCC
Clause 1 (Country of Origin).
9.6 The Contractor shall permit ADB to inspect the Contractor's accounts
and records relating to the performance of the Contractor and to have
them audited by auditors appointed by ADB, if so required by ADB.
9.7 If the Contractor is a joint venture or consortium of two or more per-
sons, all such persons shall be jointly and severally bound to the Em-
ployer for the fulfilment of the provisions of the Contract and shall
designate one of such persons to act as a leader with authority to
bind the joint venture or consortium. The composition or the constitu-
tion of the joint venture or consortium shall not be altered without the
prior consent of the Employer.
9.8 Protection of the Environment
a) The Contractor shall take all reasonable steps to protect the
environment (both on and off the Site) and to limit damage and
nuisance to people and property resulting from pollution, noise,
and other results of his operations.
b) The Contractor shall ensure that emissions, surface discharg-
es, and effluent from the Contractor's activities shall not exceed
the values stated in the Specification or prescribed by applica-
ble Laws.
10. Employer's Re- 10.1 All information and/or data to be supplied by the Employer as de-
sponsibilities scribed in the Appendix (Scope of Works and Supply by the Employ-
er) to the Contract Agreement shall be deemed to be accurate, ex-
cept when the Employer expressly states otherwise.
10.2 The Employer shall be responsible for acquiring and providing legal
and physical possession of the Site and access thereto, and for
providing possession of and access to all other areas reasonably re-
quired for the proper execution of the Contract, including all requisite
rights of way, as specified in the Appendix (Scope of Works and Sup-
ply by the Employer) to the Contract Agreement. The Employer shall
give full possession of and accord all rights of access thereto on or
before the date(s) specified in that Appendix.
10.3 The Employer shall acquire and pay for all permits, approvals, and/or
licenses from all local, state, or national government authorities, or
public service undertakings in the country where the Site is located
which (a) such authorities or undertakings require the Employer to
obtain in the Employer's name, (b) are necessary for the execution of
the Contract, including those required for the performance by both the
Contractor and the Employer of their respective obligations under the
Contract, and (c) are specified in the Appendix (Scope of Works and
Supply by the Employer) to the Contract Agreement.
10.4 If requested by the Contractor, the Employer shall use its best en-
deavours to assist the Contractor in obtaining in a timely and expedi-
tious manner all permits, approvals, and/or licenses necessary for the
execution of the Contract from all local, state, or national government
authorities, or public service undertakings that such authorities or un-
dertakings require the Contractor or Subcontractors or the personnel
of the Contractor or Subcontractors, as the case may be, to obtain.
10.5 Unless otherwise specified in the Contract or agreed upon by the
Employer and the Contractor, the Employer shall provide sufficient,
properly qualified operating and maintenance personnel; shall supply
and make available all raw materials, utilities, lubricants, chemicals,
catalysts, other materials and facilities; and shall perform all work and
services of whatsoever nature, including those required by the Con-

tractor to properly carry out Pre-commissioning, Commissioning, and
Guarantee Tests, all in accordance with the provisions of the Appen-
dix (Scope of Works and Supply by the Employer) to the Contract
Agreement at or before the time specified in the program furnished by
the Contractor under GCC Subclause 18.2 hereof and in the manner
thereupon specified or as otherwise agreed upon by the Employer
and the Contractor.
10.6 The Employer shall be responsible for the continued operation of the
Facilities after Completion, in accordance with GCC Subclause 24.8,
and shall be responsible for facilitating the Guarantee Test(s) for the
Facilities, in accordance with GCC Subclause 25.2.
10.7 All costs and expenses involved in the performance of the obligations
under this GCC Clause 10 shall be the responsibility of the Employer,
except those incurred by the Contractor with respect to the perfor-
mance of Guarantee Tests, in accordance with GCC Subclause 25.2.
10.8 In the event that the Employer shall be in breach of any of his obliga-
tions imposed by the Contract, then the additional cost reasonably in-
curred by the Contractor in consequence thereof shall be added to
the Contract Price.
C. Payment
11. Contract Price 11.1 The Contract Price shall be as specified in Article 2 (Contract Price
and Terms of Payment) of the Contract Agreement.
11.2 Unless an adjustment clause is provided for in the SCC, the Contract
Price shall be a firm lump sum not subject to any alteration, except in
the event of a Change in the Facilities or as otherwise provided in the
Contract.
11.3 Subject to GCC Subclauses 9.2, 10.1, and 35 hereof, the Contractor
shall be deemed to have satisfied itself as to the correctness and suf-
ficiency of the Contract Price, which shall, except as otherwise pro-
vided for in the Contract, cover all its obligations under the Contract.
12. Terms of Pay- 12.1 The Contract Price shall be paid as specified in Article 2 (Contract
ment Price and Terms of Payment) of the Contract Agreement and in the
Appendix (Terms and Procedures of Payment) to the Contract
Agreement, which also outlines the procedures to be followed in mak-
ing application for and processing payments.
12.2 No payment made by the Employer herein shall be deemed to consti-
tute acceptance by the Employer of the Facilities or any part(s) there-
of.
12.3 In the event that the Employer fails to make any payment by its re-
spective due date or within the period set forth in the Contract, the
Employer shall pay to the Contractor interest on the amount of such
delayed payment at the rate(s) shown in the Appendix (Terms and

Procedures of Payment) to the Contract Agreement for the period of
delay until payment has been made in full, whether before or after
judgment or arbitrage award.
12.4 The currency or currencies in which payments are made to the Con-
tractor under this Contract shall be specified in the Appendix (Terms
and Procedures of Payment) to the Contract Agreement, subject to
the general principle that payments will be made in the currency or
currencies in which the Contract Price has been stated in the Con-
tractor's bid.
13. Securities 13.1 Issuance of Securities
The Contractor shall provide the securities specified below in favour
of the Employer at the times, and in the amount, manner, and form
specified below.
13.2 Advance Payment Security
13.2.1 The Contractor shall, within 28 days of the notification of con-
tract award, provide a security in an amount equal to the ad-
vance payment calculated in accordance with the Appendix
(Terms and Procedures of Payment) to the Contract Agree-
ment, and in the same currency or currencies.
13.2.2 The security shall be in the form provided in the Bidding Doc-
uments or in another form acceptable to the Employer.The
amount of the security shall be reduced in proportion to the
value of the Facilities executed by and paid to the Contractor
from time to time, and shall automatically become null and void
when the full amount of the advance payment has been recov-
ered by the Employer. The security shall be returned to the
Contractor immediately after its expiration.
13.3 Performance Security
13.3.1 The Contractor shall, within 28 days of the notification of con-
tract award, provide a security for the due performance of the
Contract in the amount specified in the SCC.
13.3.2 The security shall be denominated in the currency or currencies
of the Contract, or in a freely convertible currency acceptable to
the Employer, and shall be in one of the forms of bank guaran-
tees provided in the Bidding Documents, as stipulated by the
Employer in the SCC, or in another form acceptable to the Em-
ployer.
13.3.3 Unless otherwise specified in the SCC, the security shall be re-
duced by half on the date of the Operational Acceptance. The
Security shall become null and void, or shall be reduced pro ra-
ta to the Contract Price of a part of the Facilities for which a
separate Time for Completion is provided, 540 days after Com-
pletion of the Facilities or 365 days after Operational Accept-
ance of the Facilities, whichever occurs first; provided, howev-
er, that if the Defects Liability Period has been extended on any
part of the Facilities pursuant to GCC Subclause 27.8 hereof,
the Contractor shall issue an additional security in an amount

proportionate to the Contract Price of that part. The security
shall be returned to the Contractor immediately after its expira-
tion, provided, however, that if the Contractor, pursuant to GCC
Subclause 27.10, is liable for an extended defect liability obliga-
tion, the performance security shall be extended for the period
and up to the amount specified in the SCC.
14. Taxes and Du- 14.1 Except as otherwise specifically provided in the Contract, the Con-
ties tractor shall bear and pay all taxes, duties, levies, and charges as-
sessed on the Contractor, its Subcontractors, or their employees by
all municipal, state, or national government authorities in connection
with the Facilities in and outside of the country where the Site is lo-
cated.
14.2 Notwithstanding GCC Subclause 14.1 above, the Employer shall bear
and promptly pay all customs and import duties as well as other local
taxes like, e.g., a value-added tax (VAT), imposed by the law of the
country where the Site is located on the Plant specified in Price
Schedule No. 1 and that are to be incorporated into the Facilities.
14.3 If any tax exemptions, reductions, allowances, or privileges may be
available to the Contractor in the country where the Site is located,
the Employer shall use its best endeavours to enable the Contractor
to benefit from any such tax savings to the maximum allowable ex-
tent.
14.4 For the purpose of the Contract, it is agreed that the Contract Price
specified in Article 2 (Contract Price and Terms of Payment) of the
Contract Agreement is based on the taxes, duties, levies, and charg-
es prevailing at the date 28 days prior to the date of bid submission in
the country where the Site is located (hereinafter called "Tax" in this
GCC Subclause 14.4).If any rates of Tax are increased or decreased,
a new Tax is introduced, an existing Tax is abolished, or any change
in interpretation or application of any Tax occurs in the course of the
performance of Contract, which was or will be assessed on the Con-
tractor, Subcontractors, or their employees in connection with perfor-
mance of the Contract, an equitable adjustment of the Contract Price
shall be made to fully take into account any such change by addition
to the Contract Price or deduction therefrom, as the case may be, in
accordance with GCC Clause 36 hereof.
D. Intellectual Property
15. License/Use of 15.1 For the operation and maintenance of the Plant, the Contractor here-
Technical Infor- by grants a non-exclusive and non-transferable license (without the
mation right to sublicense) to the Employer under the patents, utility models,
or other industrial property rights owned by the Contractor or by a
third party from whom the Contractor has received the right to grant
licenses thereunder, and shall also grant to the Employer a nonexclu-
sive and non-transferable right (without the right to sublicense) to use
the know-how and other technical information disclosed to the Em-
ployer under the Contract. Nothing contained herein shall be con-
strued as transferring ownership of any patent, utility model, trade-
mark, design, copyright, know-how, or other intellectual property right
from the Contractor or any third party to the Employer.
15.2 The copyright in all drawings, documents, and other materials con-
taining data and information furnished to the Employer by the Con-
tractor herein shall remain vested in the Contractor or, if they are fur-
nished to the Employer directly or through the Contractor by any third
party, including suppliers of materials, the copyright in such materials
shall remain vested in such third party.
16. Confidential In- 16.1 The Employer and the Contractor shall keep confidential and shall
formation not, without the written consent of the other party hereto, divulge to
any third party any documents, data or other information furnished di-
rectly or indirectly by the other party hereto in connection with the
Contract, whether such information has been furnished prior to, dur-
ing, or following termination of the Contract.Notwithstanding the
above, the Contractor may furnish to its Subcontractor(s) such docu-
ments, data, and other information it receives from the Employer to
the extent required for the Subcontractor(s) to perform its work under
the Contract, in which event the Contractor shall obtain from such
Subcontractor(s) an undertaking of confidentiality similar to that im-
posed on the Contractor under this GCC Clause 16.
16.2 The Employer shall not use such documents, data, and other infor-
mation received from the Contractor for any purpose other than the
operation and maintenance of the Facilities. Similarly, the Contractor
shall not use such documents, data, and other information received
from the Employer for any purpose other than the design, procure-
ment of Plant, construction, or such other work and services as are
required for the performance of the Contract.
16.3 The obligation of a party under GCC Subclauses 16.1 and 16.2
above, however, shall not apply to that information, which
a) now or hereafter enters the public domain through no fault of
that party;
b) can be proven to have been possessed by that party at the
time of disclosure and which was not previously obtained, di-
rectly or indirectly, from the other party hereto; and
c) otherwise lawfully becomes available to that party from a third

party that has no obligation of confidentiality.
16.4 The above provisions of this GCC Clause 16 shall not in any way
modify any undertaking of confidentiality given by either of the parties
hereto prior to the date of the Contract in respect of the Facilities or
any part thereof.
16.5 The provisions of this GCC Clause 16 shall survive termination, for
whatever reason, of the Contract.
E. Execution of the Facilities

17. Representatives 17.1 Project Manager
If the Project Manager is not named in the Contract, then within 14
days of the Effective Date, the Employer shall appoint and notify the
Contractor in writing of the name of the Project Manager. The Em-
ployer may from time to time appoint some other person as the Pro-
ject Manager in place of the person previously so appointed, and
shall give notice of the name of such other person to the Contractor
without delay. No such appointment shall be made at such a time or
in such a manner as to impede the progress of work on the Facilities.
Such appointment shall only take effect upon receipt of such notice
by the Contractor. The Project Manager shall represent and act for
the Employer at all times during the performance of the Contract. All
notices, instructions, orders, certificates, approvals, and all other
communications under the Contract shall be given by the Project
Manager, except as herein otherwise provided.
All notices, instructions, information, and other communications given
by the Contractor to the Employer under the Contract shall be given
to the Project Manager, except as herein otherwise provided.
17.2 Contractor's Representative and Construction Manager
17.2.1 If the Contractor's Representative is not named in the Contract,
then within 14 days of the Effective Date, the Contractor shall
appoint the Contractor's Representative and shall request the
Employer in writing to approve the person so appointed. If the
Employer makes no objection to the appointment within 14
days, the Contractor's Representative shall be deemed to have
been approved. If the Employer objects to the appointment
within 14 days giving the reason therefor, then the Contractor
shall appoint a replacement within 14 days of such objection,
and the foregoing provisions of this GCC Subclause 17.2.1
shall apply thereto.
17.2.2 The Contractor's Representative shall represent and act for the
Contractor at all times during the performance of the Contract
and shall give to the Project Manager all the Contractor's notic-
es, instructions, information, and all other communications un-

der the Contract.
All notices, instructions, information, and all other communica-
tions given by the Employer or the Project Manager to the Con-
tractor under the Contract shall be given to the Contractor's
Representative or, in its absence, its deputy, except as herein
otherwise provided.
The Contractor shall not revoke the appointment of the Con-
tractor's Representative without the Employer's prior written
consent, which shall not be unreasonably withheld. If the Em-
ployer consents thereto, the Contractor shall appoint some
other person as the Contractor's Representative, pursuant to
the procedure set out in GCC Subclause 17.2.1.
17.2.3 The Contractor's Representative may, subject to the approval
of the Employer which shall not be unreasonably withheld, at
any time delegate to any person any of the powers, functions
and authorities vested in him or her. Any such delegation may
be revoked at any time. Any such delegation or revocation
shall be subject to a prior notice signed by the Contractor's
Representative, and shall specify the powers, functions, and
authorities thereby delegated or revoked. No such delegation
or revocation shall take effect unless and until a copy thereof
has been delivered to the Employer and the Project Manager.
Any act or exercise by any person of powers, functions and au-
thorities so delegated to him or her in accordance with this
GCC Subclause 17.2.3 shall be deemed to be an act or exer-
cise by the Contractor's Representative.
17.2.4 From the commencement of installation of the Facilities at the
Site until Completion, the Contractor's Representative shall ap-
point a suitable person as the Construction Manager. The
Construction Manager shall supervise all work done at the Site
by the Contractor and shall be present at the Site throughout
normal working hours except when on leave, sick, or absent for
reasons connected with the proper performance of the Con-
tract. Whenever the Construction Manager is absent from the
Site, the Contractor's Representative or the Construction Man-
ager shall appoint a suitable person to act as the Construction
Manager's deputy.
17.2.5 The Employer may by notice to the Contractor object to any
representative or person employed by the Contractor in the ex-
ecution of the Contract who, in the reasonable opinion of the
Employer, may behave inappropriately, may be incompetent or
negligent, or may commit a serious breach of the Site regula-
tions provided under GCC Subclause 22.4. The Employer shall
provide evidence of the same, whereupon the Contractor shall
remove such person from the Facilities.
17.2.6 If any representative or person employed by the Contractor is

removed in accordance with GCC Subclause 17.2.5, the Con-
tractor shall, where required, promptly appoint a replacement.
18. Work Program 18.1 Contractor's Organization
The Contractor shall supply to the Employer and the Project Manager
a chart showing the proposed organization to be established by the
Contractor for carrying out work on the Facilities within 21 days of the
Effective Date. The chart shall include the identities of the key per-
sonnel, and the curricula vitae of such key personnel to be employed
shall be supplied together with the chart. The Contractor shall prompt-
ly inform the Employer and the Project Manager in writing of any revi-
sion or alteration of such an organization chart.
18.2 Program of Performance
Within 28 days after the Effective Date, the Contractor shall submit to
the Project Manager a detailed program of performance of the Con-
tract, made in a form acceptable to the Project Manager and showing
the sequence in which it proposes to design, manufacture, transport,
assemble, install, and pre-commission the Facilities, as well as the
date by which the Contractor reasonably requires that the Employer
shall have fulfilled its obligations under the Contract so as to enable
the Contractor to execute the Contract in accordance with the pro-
gram and to achieve Completion, Commissioning, and Acceptance of
the Facilities in accordance with the Contract. The program so sub-
mitted by the Contractor shall accord with the Time Schedule included
in the Appendix (Time Schedule) to the Contract Agreement and any
other dates and periods specified in the Contract. The Contractor
shall update and revise the program as and when appropriate or
when required by the Project Manager, but without modification in the
Times for Completion given in the SCC and any extension granted in
accordance with GCC Clause 40, and shall submit all such revisions
to the Project Manager.
18.3 Progress Report
The Contractor shall monitor progress of all the activities specified in
the program referred to in GCC Subclause 18.2 above, and supply a
progress report to the Project Manager every month.
The progress report shall be in a form acceptable to the Project Man-
ager and shall indicate: (a) percentage completion achieved com-
pared with the planned percentage completion for each activity; and
(b) where any activity is behind the program, giving comments and
likely consequences and stating the corrective action being taken.
18.4 Progress of Performance
If at any time the Contractor's actual progress falls behind the pro-
gram referred to in GCC Subclause 18.2, or it becomes apparent that
it will so fall behind, the Contractor shall, at the request of the Em-
ployer or the Project Manager, prepare and submit to the Project
Manager a revised program, taking into account the prevailing cir-
cumstances, and shall notify the Project Manager of the steps being
taken to expedite progress so as to attain Completion of the Facilities

within the Time for Completion under GCC Subclause 8.2, any exten-
sion thereof entitled under GCC Subclause 40.1, or any extended pe-
riod as may otherwise be agreed upon between the Employer and the
Contractor.
18.5 Procedures
The Contract shall be executed in accordance with the Contract Doc-
uments including the procedures given in the Forms and Procedures
of the Employer's Requirements.
The Contractor may execute the Contract in accordance with its own
standard project execution plans and procedures to the extent that
they do not conflict with the provisions contained in the Contract.
19. Subcontracting 19.1 The Appendix 5 (List of Major Items of Plant and Services and List of
Approved Subcontractors) to the Contract Agreement specifies major
items of plant and services and a list of approved Subcontractors
against each item, including manufacturers. Insofar as no Subcon-
tractors are listed against any such item, the Contractor shall prepare
a list of Subcontractors for such item for inclusion in such list. The
Contractor may from time to time propose any addition to or deletion
from any such list. The Contractor shall submit any such list or any
modification thereto to the Employer for its approval in sufficient time
so as not to impede the progress of work on the Facilities. Such ap-
proval by the Employer for any of the Subcontractors shall not relieve
the Contractor from any of its obligations, duties, or responsibilities
under the Contract.
19.2 The Contractor shall select and employ its Subcontractors for such
major items from those listed in the lists referred to in GCC Sub-
clause 19.1.
19.3 For items or parts of the Facilities not specified in the Appendix (List
of Major Items of Plant and Services and List of Approved Subcon-
tractors for Major Items) to the Contract Agreement, the Contractor
may employ such Subcontractors as it may select, at its discretion.
19.4 Each subcontract shall include provisions which would entitle the
Employer to require the sub-contract to be assigned to the Employer
under GCC 19.5 (if and when applicable), or in event of termination
by the Employer under GCC 42.2.
19.5 If a Sub-contractor's obligations extend beyond the expiry date of the
relevant Defects Liability Period and the Project Manager, prior to that
date, instructs the Contractor to assign the benefits of such obliga-
tions to the Employer, then the Contractor shall do so.
20. Design and En- 20.1 Specifications and Drawings
gineering
20.1.1 The Contractor shall execute the basic and detailed design and
the engineering work in compliance with the provisions of the
Contract, or where not so specified, in accordance with good
engineering practice.
The Contractor shall be responsible for any discrepancies, er-
rors, or omissions in the specifications, drawings, and other

technical documents that it has prepared, whether such speci-
fications, drawings, and other documents have been approved
by the Project Manager or not, provided that such discrepan-
cies, errors, or omissions are not because of inaccurate infor-
mation furnished in writing to the Contractor by or on behalf of
the Employer.
20.1.2 The Contractor shall be entitled to disclaim responsibility for
any design, data, drawing, specification, or other document, or
any modification thereof provided or designated by or on behalf
of the Employer, by giving a notice of such disclaimer to the
Project Manager.
20.2 Codes and Standards
Wherever references are made in the Contract to codes and stand-
ards in accordance with which the Contract shall be executed, the
edition or the revised version of such codes and standards current at
the date 28 days prior to date of bid submission shall apply unless
otherwise specified. During Contract execution, any changes in such
codes and standards shall be applied subject to approval by the Em-
ployer and shall be treated in accordance with GCC Clause 39.
20.3 Approval/Review of Technical Documents by Project Manager
20.3.1 The Contractor shall prepare or cause its Subcontractors to
prepare, and furnish to the Project Manager the documents
listed in the Appendix (List of Documents for Approval or Re-
view) to the Contract Agreement for its approval or review as
specified and in accordance with the requirements of GCC
Subclause 18.2 (Program of Performance).
Any part of the Facilities covered by or related to the docu-
ments to be approved by the Project Manager shall be execut-
ed only after the Project Manager's approval thereof.
GCC Subclauses 20.3.2 through 20.3.7 shall apply to those
documents requiring the Project Manager's approval, but not to
those furnished to the Project Manager for its review only.
20.3.2 Within 14 days after receipt by the Project Manager of any
document requiring the Project Manager's approval in accord-
ance with GCC Subclause 20.3.1, the Project Manager shall ei-
ther return one copy thereof to the Contractor with its approval
endorsed thereon or shall notify the Contractor in writing of its
disapproval thereof and the reasons therefor and the modifica-
tions that the Project Manager proposes.
If the Project Manager fails to take such action within the said
14 days, then the said document shall be deemed to have
been approved by the Project Manager.
20.3.3 The Project Manager shall not disapprove any document, ex-
cept on the grounds that the document does not comply with
the Contract or that it is contrary to good engineering practice.
If the Project Manager disapproves a document, he shall speci-
fy the reasons for his decision.

20.3.4 If the Project Manager disapproves the document, the Contrac-
tor shall modify the document and resubmit it for the Project
Manager's approval in accordance with GCC Subclause
20.3.2. If the Project Manager approves the document subject
to modification(s), the Contractor shall make the required modi-
fication(s), whereupon the document shall be deemed to have
been approved.
20.3.5 If any dispute or difference occurs between the Employer and
the Contractor in connection with or arising out of the disap-
proval by the Project Manager of any document and/or any
modification(s) thereto that cannot be settled between the par-
ties within a reasonable period, then such dispute or difference
may be referred to an Dispute Board for determination in ac-
cordance with GCC Subclause 45.3 hereof. If such dispute or
difference is referred to a Dispute Board, the Project Manager
shall give instructions as to whether and, if so, how, perfor-
mance of the Contract is to proceed. The Contractor shall pro-
ceed with the Contract in accordance with the Project Man-
ager's instructions, provided that if the Dispute Board upholds
the Contractor's view on the dispute and if the Employer has
not given notice under Subclause 45.3 hereof, then the Con-
tractor shall be reimbursed by the Employer for any additional
costs incurred by reason of such instructions and shall be re-
lieved of such responsibility or liability in connection with the
dispute and the execution of the instructions as the Dispute
Board shall decide, and the Time for Completion shall be ex-
tended accordingly.
20.3.6 The Project Manager's approval, with or without modification of
the document furnished by the Contractor, shall not relieve the
Contractor of any responsibility or liability imposed upon it by
any provisions of the Contract except to the extent that any
subsequent failure results from modifications required by the
Project Manager.
20.3.7 The Contractor shall not depart from any approved document
unless the Contractor has first submitted to the Project Manag-
er an amended document and obtained the Project Manager's
approval thereof, pursuant to the provisions of this GCC Sub-
clause 20.3.
If the Project Manager requests any change in any already ap-
proved document and/or in any document based thereon, the
provisions of GCC Clause 39 shall apply to such request.
21. Procurement 21.1 Materials
Subject to GCC Subclause 14.2, the Contractor shall procure and
transport all materials in an expeditious and orderly manner to the
Site.
21.2 Employer-Supplied Materials

If the Appendix (Scope of Works and Supply by the Employer) to the
Contract Agreement provides that the Employer shall furnish any spe-
cific items to the Contractor, the following provisions shall apply:
21.2.1 The Employer shall, at its own risk and expense, transport
each item to the place on or near the Site as agreed upon by
the parties and make such item available to the Contractor at
the time specified in the program furnished by the Contractor,
pursuant to GCC Subclause 18.2, unless otherwise mutually
agreed.
21.2.2 Upon receipt of such item, the Contractor shall inspect the
same visually and notify the Project Manager of any detected
shortage, defect, or default. The Employer shall immediately
remedy any shortage, defect, or default, or the Contractor
shall, if practicable and possible, at the request of the Employ-
er, remedy such shortage, defect, or default at the Employer's
cost and expense. After inspection, such item shall fall under
the care, custody, and control of the Contractor. The provision
of this GCC Subclause 21.2.2 shall apply to any item supplied
to remedy any such shortage or default or to substitute for any
defective item, or shall apply to defective items that have been
repaired.
21.2.3 The foregoing responsibilities of the Contractor and its obliga-
tions of care, custody, and control shall not relieve the Employ-
er of liability for any undetected shortage, defect, or default, nor
place the Contractor under any liability for any such shortage,
defect or default whether under GCC Clause 27 or under any
other provision of Contract.
21.3 Transportation
21.3.1 The Contractor shall at its own risk and expense transport all
the materials and the Contractor's Equipment to the Site by the
mode of transport that the Contractor judges most suitable un-
der all the circumstances.
21.3.2 Unless otherwise provided in the Contract, the Contractor shall
be entitled to select any safe mode of transport operated by
any person to carry the materials and the Contractor's Equip-
ment.
21.3.3 Upon dispatch of each shipment of materials and the Contrac-
tor's Equipment, the Contractor shall notify the Employer by
telex, cable, facsimile, or electronic means, of the description
of the materials and of the Contractor's Equipment, the point
and means of dispatch, and the estimated time and point of ar-
rival in the country where the Site is located, if applicable, and
at the Site. The Contractor shall furnish the Employer with rele-
vant shipping documents to be agreed upon between the par-
ties.
21.3.4 The Contractor shall be responsible for obtaining, if necessary,

approvals from the authorities for transportation of the materi-
als and the Contractor's Equipment to the Site. The Employer
shall use its best endeavours in a timely and expeditious man-
ner to assist the Contractor in obtaining such approvals, if re-
quested by the Contractor. The Contractor shall indemnify and
hold harmless the Employer from and against any claim for
damage to roads, bridges, or any other traffic facilities that may
be caused by the transport of the materials and the Contrac-
tor's Equipment to the Site.
21.4 Customs Clearance
The Contractor shall, at its own expense, handle all imported materi-
als and Contractor's Equipment at the point(s) of import and shall
handle any formalities for customs clearance, subject to the Employ-
er's obligations under GCC Subclause 14.2, provided that if applica-
ble laws or regulations require any application or act to be made by or
in the name of the Employer, the Employer shall take all necessary
steps to comply with such laws or regulations. In the event of delays
in customs clearance that are not the fault of the Contractor, the Con-
tractor shall be entitled to an extension in the Time for Completion,
pursuant to GCC Clause 40.
22. Installation 22.1 Setting Out/Supervision
22.1.1 Benchmark
a) The Contractor shall be responsible for the true and
proper setting-out of the Facilities in relation to bench-
marks, reference marks, and lines provided to it in writ-
ing by or on behalf of the Employer.
b) If, at any time during the progress of installation of the
Facilities, any error shall appear in the position, level, or
alignment of the Facilities, the Contractor shall forthwith
notify the Project Manager of such error and, at its own
expense, immediately rectify such error to the reasona-
ble satisfaction of the Project Manager. If such error is
based on incorrect data provided in writing by or on be-
half of the Employer, the expense of rectifying the same
shall be borne by the Employer.
22.1.2 Contractor's Supervision
The Contractor shall give or provide all necessary superintend-
ence during the installation of the Facilities, and the Construc-
tion Manager or its deputy shall be constantly on the Site to
provide full-time superintendence of the installation. The Con-
tractor shall provide and employ only technical personnel who
are skilled and experienced in their respective callings and su-
pervisory staff who are competent to adequately supervise the
work at hand.
22.2 Labour
22.2.1 Engagement of Staff and Labour
a) Except as otherwise stated in the Specification, the Con-
tractor shall make arrangements for the engagement of
all staff and labour, local or otherwise, and for their pay-
ment, housing, feeding, and transport.
b) The Contractor shall provide and employ on the Site in
the installation of the Facilities such skilled, semi-skilled,
and unskilled labour as is necessary for the proper and
timely execution of the Contract. The Contractor is en-
couraged to use local labour that has the necessary
skills.
c) The Contractor shall be responsible for obtaining all
necessary permit(s) and/or visa(s) from the appropriate
authorities for the entry of all labour and personnel to be
employed on the Site into the country where the Site is
located. The Employer will, if requested by the Contrac-
tor, use his best endeavours in a timely and expeditious
manner to assist the Contractor in obtaining any local,
state, national, or government permission required for
bringing in the Contractor's personnel.
d) The Contractor shall at its own expense provide the
means of repatriation to all of its and its Subcontractor's
personnel employed on the Contract at the Site to the
place where they were recruited or to their domicile. It
shall also provide suitable temporary maintenance of all
such persons from the cessation of their employment on
the Contract to the date programmed for their departure.
In the event that the Contractor defaults in providing
such means of transportation and temporary mainte-
nance, the Employer may provide the same to such per-
sonnel and recover the cost of doing so from the Con-
tractor.
22.2.2 Persons in the Service of Employer
The Contractor shall not recruit, or attempt to recruit, staff and
labour from amongst the Employer's Personnel.
22.2.3 Labour Laws
a) The Contractor shall comply with all the relevant labour
Laws applicable to the Contractor's Personnel, including
Laws relating to their employment, health, safety, wel-
fare, immigration, and emigration, and shall allow them
all their legal rights.
b) The Contractor shall at all times during the progress of
the Contract use its best endeavours to prevent any un-
lawful, riotous, or disorderly conduct or behaviour by or
amongst its employees and the labour of its Subcontrac-
tors.
c) The Contractor shall, in all dealings with its labour and
the labour of its Subcontractors currently employed on or
connected with the Contract, pay due regard to all rec-
ognized festivals, official holidays, religious, or other cus-
toms and all local laws and regulations pertaining to the
employment of labour.
22.2.4 Rates of Wages and Conditions of Labour
a) The Contractor shall pay rates of wages, and observe
conditions of labour, which are not lower than those es-
tablished for the trade or industry where the work is car-
ried out. If no established rates or conditions are appli-
cable, the Contractor shall pay rates of wages and ob-
serve conditions which are not lower than the general
level of wages and conditions observed locally by em-
ployers whose trade or industry is similar to that of the
Contractor.
b) The Contractor shall inform the Contractor's Personnel
about their liability to pay personal income taxes in the
Country in respect of such of their salaries, wages, and
allowances as are chargeable under the Laws for the
time being in force, and the Contractor shall perform
such duties in regard to such deductions thereof as may
be imposed on him by such Laws.
22.2.5 Working Hours
a) No work shall be carried out on the Site on locally rec-
ognized days of rest, or outside the normal working
hours stated in the SCC, unless
i) otherwise stated in the Contract;
ii) the Project Manager gives consent; or
iii the work is unavoidable, or necessary for the pro-
tection of life or property or for the safety of the
Works, in which case the Contractor shall imme-
diately advise the Project Manager.
b) If and when the Contractor considers it necessary to car-
ry out work at night or on public holidays so as to meet
the Time for Completion and requests the Project Man-
ager's consent thereto, the Project Manager shall not un-
reasonably withhold such consent.
c) This Subclause shall not apply to any work which is cus-
tomarily carried out by rotary or double shifts.
22.2.6 Facilities for Staff and Labour
a) Except as otherwise stated in the Specification, the Con-
tractor shall provide and maintain all necessary accom-
modation and welfare facilities for the Contractor's Per-
sonnel. The Contractor shall also provide facilities for the

Employer's Personnel as stated in the Specification.
b) The Contractor shall not permit any of the Contractor's
Personnel to maintain any temporary or permanent living
quarters within the structures forming part of the Perma-
nent Works.
22.2.7 Health and Safety
a) The Contractor shall at all times take all reasonable pre-
cautions to maintain the health and safety of the Con-
tractor's Personnel. In collaboration with local health au-
thorities, the Contractor shall ensure that medical staff,
first aid facilities, sick bay, and ambulance service are
available at all times at the Site and at any accommoda-
tion for Contractor's and Employer's Personnel, and that
suitable arrangements are made for all necessary wel-
fare and hygiene requirements and for the prevention of
epidemics.
b) The Contractor shall appoint an accident prevention of-
ficer at the Site, responsible for maintaining safety and
protection against accidents. This person shall be quali-
fied for this responsibility, and shall have the authority to
issue instructions and take protective measures to pre-
vent accidents. Throughout the performance of the Con-
tract, the Contractor shall provide whatever is required
by this person to exercise this responsibility and authori-
ty.
c) The Contractor shall send to the Project Manager, de-
tails of any accident as soon as practicable after its oc-
currence. The Contractor shall maintain records and
make reports concerning health, safety, and welfare of
persons, and damage to property, as the Project Man-
ager may reasonably require.
22.2.8 Funeral Arrangements
In the event of the death of any of the Contractor's personnel or
accompanying members of their families, the Contractor shall
be responsible for making the appropriate arrangements for
their return or burial, unless otherwise specified in the SCC.
22.2.9 Records of Contractor's Personnel
The Contractor shall keep accurate records of the Contractor's
personnel, including the number of each class of Contractor's
Personnel on the Site and the names, ages, gender, hours
worked, and wages paid to all workers. These records shall be
summarized on a monthly basis in a form approved by the Pro-
ject Manager and shall be available for inspection by the Pro-
ject Manager until the Contractor has completed all work.
22.2.10 Supply of Foodstuff

The Contractor shall arrange for the provision of a sufficient
supply of suitable food as may be stated in the Specification at
reasonable prices for the Contractor's Personnel for the pur-
poses of or in connection with the Contract.
22.2.11 Supply of Water
The Contractor shall, having regard to local conditions, provide
on the Site an adequate supply of drinking and other water for
the use of the Contractor's Personnel.
22.2.12 Measures against Insect and Pest Nuisance
The Contractor shall at all times take the necessary precau-
tions to protect the Contractor's Personnel employed on the
Site from insect and pest nuisance, and to reduce their danger
to health. The Contractor shall comply with all the regulations
of the local health authorities, including use of appropriate in-
secticide.
22.2.13 Alcoholic Liquor or Drugs
The Contractor shall not, otherwise than in accordance with the
Laws of the Country, import, sell, give barter, or otherwise dis-
pose of any alcoholic liquor or drugs, or permit or allow impor-
tation, sale, gift barter, or disposal by Contractor's Personnel.
22.2.14 Arms and Ammunition
The Contractor shall not give, barter, or otherwise dispose of,
to any person, any arms or ammunition of any kind, or allow
Contractor's Personnel to do so.
22.2.15 Prohibition of All Forms of Forced or Compulsory Labour
The contractor shall not employ "forced or compulsory labour"
in any form. "Forced or compulsory labour" consists of all work
or service, not voluntarily performed, that is extracted from an
individual under threat of force or penalty.
22.2.16 Prohibition of Harmful Child Labour
The Contractor shall not employ any child to perform any work
that is economically exploitative, or is likely to be hazardous to,
or to interfere with, the child's education, or to be harmful to the
child's health or physical, mental, spiritual, moral, or social de-
velopment.
22.3 Contractor's Equipment
22.3.1 All Contractor's Equipment brought by the Contractor onto the
Site shall be deemed to be intended to be used exclusively for
the execution of the Contract. The Contractor shall not remove
the same from the Site without the Project Manager's consent
that such Contractor's Equipment is no longer required for the
execution of the Contract.
22.3.2 Unless otherwise specified in the Contract, upon completion of
the Facilities, the Contractor shall remove from the Site all
Equipment brought by the Contractor onto the Site and any
surplus materials remaining thereon.
22.3.3 The Employer will, if requested, use its best endeavours to as-
sist the Contractor in obtaining any local, state or national gov-
ernment permission required by the Contractor for the export of
the Contractor's Equipment imported by the Contractor for use
in the execution of the Contract that is no longer required for
the execution of the Contract.
22.4 Site Regulations and Safety
The Employer and the Contractor shall establish Site regulations set-
ting out the rules to be observed in the execution of the Contract at
the Site and shall comply therewith. The Contractor shall prepare and
submit to the Employer, with a copy to the Project Manager, pro-
posed Site regulations for the Employer's approval, which approval
shall not be unreasonably withheld.
Such Site regulations shall include, but shall not be limited to, rules in
respect of security, safety of the Facilities, gate control, sanitation,
medical care, and fire prevention.
22.5 Opportunities for Other Contractors
22.5.1 The Contractor shall, upon written request from the Employer
or the Project Manager, give all reasonable opportunities for
carrying out the work to any other contractors employed by the
Employer on or near the Site.
22.5.2 If the Contractor, upon written request from the Employer or
the Project Manager, makes available to other contractors any
roads or ways the maintenance for which the Contractor is re-
sponsible, permits the use by such other contractors of the
Contractor's Equipment, or provides any other service of what-
soever nature for such other contractors, the Employer shall
fully compensate the Contractor for any loss or damage
caused or occasioned by such other contractors in respect of
any such use or service, and shall pay to the Contractor rea-
sonable remuneration for the use of such equipment or the
provision of such services.
22.5.3 The Contractor shall also so arrange to perform its work as to
minimize, to the extent possible, interference with the work of
other contractors. The Project Manager shall determine the
resolution of any difference or conflict that may arise between
the Contractor and other contractors and the workers of the
Employer in regard to their work.
22.5.4 The Contractor shall notify the Project Manager promptly of
any defects in the other Contractors' work that come to its no-
tice, and that could affect the Contractor's work. The Project
Manager shall determine the corrective measures, if any, re-
quired to rectify the situation after inspection of the Facilities.
Decisions made by the Project Manager shall be binding on the
Contractor.
22.6 Emergency Work
If, by reason of an emergency arising in connection with and during
the execution of the Contract, any protective or remedial work is nec-
essary as a matter of urgency to prevent damage to the Facilities, the
Contractor shall immediately carry out such work.
If the Contractor is unable or unwilling to do such work immediately,
the Employer may do or cause such work to be done as the Employer
may determine is necessary in order to prevent damage to the Facili-
ties. In such event the Employer shall, as soon as practicable after
the occurrence of any such emergency, notify the Contractor in writ-
ing of such emergency, the work done and the reasons therefor. If the
work done or caused to be done by the Employer is work that the
Contractor was liable to do at its own expense under the Contract,
the reasonable costs incurred by the Employer in connection there-
with shall be paid by the Contractor to the Employer. Otherwise, the
cost of such remedial work shall be borne by the Employer.
22.7 Site Clearance
22.7.1 Site Clearance in Course of Performance
In the course of carrying out the Contract, the Contractor shall
keep the Site reasonably free from all unnecessary obstruction,
store, or remove any surplus materials, clear away any wreck-
age, rubbish, or temporary works from the Site, and remove
any Contractor's Equipment no longer required for execution of
the Contract.
22.7.2 Clearance of Site after Completion
After Completion of all parts of the Facilities, the Contractor
shall clear away and remove all wreckage, rubbish, and debris
of any kind from the Site, and shall leave the Site and Facilities
in a clean and safe condition.
22.8 Watching and Lighting
The Contractor shall provide and maintain at its own expense all light-
ing, fencing, and watching when and where necessary for the proper
execution and the protection of the Facilities, or for the safety of the
owners and occupiers of adjacent property and for the safety of the
public.
23. Test and Inspec- 23.1 The Contractor shall at its own expense carry out at the place of
tion manufacture and/or on the Site all such tests and/or inspections of
the Plant and any part of the Facilities as are specified in the Con-
tract.
23.2 The Employer and the Project Manager or their designated repre-
sentatives shall be entitled to attend the aforesaid test and/or inspec-
tion, provided that the Employer shall bear all costs and expenses in-
curred in connection with such attendance including, but not limited
to, all traveling and board and lodging expenses.
23.3 Whenever the Contractor is ready to carry out any such test and/or
inspection, the Contractor shall give a reasonable advance notice of
such test and/or inspection and of the place and time thereof to the
Project Manager. The Contractor shall obtain from any relevant third
party or manufacturer any necessary permission or consent to enable
the Employer and the Project Manager or their designated represent-
atives to attend the test and/or inspection.
23.4 The Contractor shall provide the Project Manager with a certified re-
port of the results of any such test and/or inspection.
If the Employer or Project Manager or their designated representa-
tives fails to attend the test and/or inspection, or if it is agreed be-
tween the parties that such persons shall not do so, then the Contrac-
tor may proceed with the test and/or inspection in the absence of
such persons, and may provide the Project Manager with a certified
report of the results thereof.
23.5 The Project Manager may require the Contractor to carry out any test
and/or inspection not required by the Contract, provided that the Con-
tractor's reasonable costs and expenses incurred in the carrying out
of such test and/or inspection shall be added to the Contract Price.
Further, if such test and/or inspection impedes the progress of work
on the Facilities and/or the Contractor's performance of its other obli-
gations under the Contract, due allowance will be made in respect of
the Time for Completion and the other obligations so affected.
23.6 If any Plant or any part of the Facilities fails to pass any test and/or
inspection, the Contractor shall either rectify or replace such Plant or
part of the Facilities and shall repeat the test and/or inspection upon
giving a notice under GCC Subclause 23.3.
23.7 If any dispute or difference of opinion shall arise between the parties
in connection with or arising out of the test and/or inspection of the
Plant or part of the Facilities that cannot be settled between the par-
ties within a reasonable period of time, it may be referred to an Dis-
pute Board for determination in accordance with GCC Subclause
45.3.
23.8 The Contractor shall afford the Employer and the Project Manager, at
the Employer's expense, access at any reasonable time to any place
where the Plant are being manufactured or the Facilities are being in-
stalled, in order to inspect the progress and the manner of manufac-
ture or installation, provided that the Project Manager shall give the
Contractor a reasonable prior notice.
23.9 The Contractor agrees that neither the execution of a test and/or in-
spection of Plant or any part of the Facilities, nor the attendance by
the Employer or the Project Manager, nor the issue of any test certifi-
cate pursuant to GCC Subclause 23.4, shall release the Contractor
from any other responsibilities under the Contract.
23.10 No part of the Facilities or foundations shall be covered up on the Site
without the Contractor carrying out any test and/or inspection re-
quired under the Contract. The Contractor shall give a reasonable no-
tice to the Project Manager whenever any such parts of the Facilities
or foundations are ready or about to be ready for test and/or inspec-
tion; such test and/or inspection and notice thereof shall be subject to
the requirements of the Contract.
23.11 The Contractor shall uncover any part of the Facilities or foundations,
or shall make openings in or through the same as the Project Manag-
er may from time to time require at the Site, and shall reinstate and
make good such part or parts.
If any parts of the Facilities or foundations have been covered up at
the Site after compliance with the requirement of GCC Subclause
23.10 and are found to be executed in accordance with the Contract,
the expenses of uncovering, making openings in or through, reinstat-
ing, and making good the same shall be borne by the Employer, and
the Time for Completion shall be reasonably adjusted to the extent
that the Contractor has thereby been delayed or impeded in the per-
formance of any of its obligations under the Contract.
24. Completion of 24.1 As soon as the Facilities or any part thereof has, in the opinion of the
the Facilities Contractor, been completed operationally and structurally and put in a
tight and clean condition as specified in the Employer's Require-
ments, excluding minor items not materially affecting the operation or
safety of the Facilities, the Contractor shall so notify the Employer in
writing.
24.2 Within 7 days after receipt of the notice from the Contractor under
GCC Subclause 24.1, the Employer shall supply the operating and
maintenance personnel specified in the Appendix (Scope of Works
and Supply by the Employer) to the Contract Agreement for Pre-
commissioning of the Facilities or any part thereof.
Pursuant to the Appendix (Scope of Works and Supply by the Em-
ployer) to the Contract Agreement, the Employer shall also provide,
within the said 7-day period, the raw materials, utilities, lubricants,
chemicals, catalysts, facilities, services, and other matters required for
Pre-commissioning of the Facilities or any part thereof.
24.3 As soon as reasonably practicable after the operating and mainte-
nance personnel have been supplied by the Employer and the raw
materials, utilities, lubricants, chemicals, catalysts, facilities, services,
and other matters have been provided by the Employer in accord-
ance with GCC Subclause 24.2, the Contractor shall commence Pre-
commissioning of the Facilities or the relevant part thereof in prepara-
tion for Commissioning, subject to GCC Subclause 25.5.
24.4 As soon as all works in respect of Pre-commissioning are completed
and, in the opinion of the Contractor, the Facilities or any part thereof
is ready for Commissioning, the Contractor shall so notify the Project
Manager in writing.
24.5 The Project Manager shall, within 14 days after receipt of the Con-
tractor's notice under GCC Subclause 24.4, either issue a Completion
Certificate in the form specified in the Employer's Requirements
(Forms and Procedures), stating that the Facilities or that part thereof
have reached Completion as of the date of the Contractor's notice

under GCC Subclause 24.4, or notify the Contractor in writing of any
defects and/or deficiencies.
If the Project Manager notifies the Contractor of any defects and/or
deficiencies, the Contractor shall then correct such defects and/or de-
ficiencies, and shall repeat the procedure described in GCC Sub-
clause 24.4.
If the Project Manager is satisfied that the Facilities or that part there-
of have reached Completion, the Project Manager shall, within 7 days
after receipt of the Contractor's repeated notice, issue a Completion
Certificate stating that the Facilities or that part thereof have reached
Completion as of the date of the Contractor's repeated notice.
If the Project Manager is not so satisfied, then it shall notify the Con-
tractor in writing of any defects and/or deficiencies within 7 days after
receipt of the Contractor's repeated notice, and the above procedure
shall be repeated.
24.6 If the Project Manager fails to issue the Completion Certificate and
fails to inform the Contractor of any defects and/or deficiencies within
14 days after receipt of the Contractor's notice under GCC Subclause
24.4 or within 7 days after receipt of the Contractor's repeated notice
under GCC Subclause 24.5, or if the Employer makes use of the Fa-
cilities or part thereof, then the Facilities or that part thereof shall be
deemed to have reached Completion as of the date of the Contrac-
tor's notice or repeated notice, or as of the Employer's use of the Fa-
cilities, as the case may be.
24.7 As soon as possible after Completion, the Contractor shall complete
all outstanding minor items so that the Facilities are fully in accord-
ance with the requirements of the Contract, failing which the Employ-
er will undertake such completion and deduct the costs thereof from
any monies owing to the Contractor.
24.8 Upon Completion, the Employer shall be responsible for the care and
custody of the Facilities or the relevant part thereof, together with the
risk of loss or damage thereto, and shall thereafter take over the Fa-
cilities or the relevant part thereof.
25. Commissioning 25.1 Commissioning
and Operational
25.1.1 Commissioning of the Facilities or any part thereof shall be
Acceptance
commenced by the Contractor immediately after issue of the
Completion Certificate by the Project Manager, pursuant to
GCC Subclause 24.5, or immediately after the date of the
deemed Completion, under GCC Subclause 24.6.
25.1.2 The Employer shall supply the operating and maintenance per-
sonnel and all raw materials, utilities, lubricants, chemicals,
catalysts, facilities, services, and other matters required for
Commissioning.
25.1.3 In accordance with the requirements of the Contract, the Con-
tractor's and Project Manager's advisory personnel shall attend
the Commissioning, including the Guarantee Test, and shall
advise and assist the Employer.

25.2 Guarantee Test
25.2.1 Subject to GCC Subclause 25.5, the Guarantee Test and re-
peats thereof shall be conducted by the Contractor during
Commissioning of the Facilities or the relevant part thereof to
ascertain whether the Facilities or the relevant part can attain
the Functional Guarantees specified in the Appendix (Func-
tional Guarantees) to the Contract Agreement. The Employer
shall promptly provide the Contractor with such information as
the Contractor may reasonably require in relation to the con-
duct and results of the Guarantee Test and any repeats there-
of.
25.2.2 If for reasons not attributable to the Contractor, the Guarantee
Test of the Facilities or the relevant part thereof cannot be suc-
cessfully completed within the period from the date of Comple-
tion specified in the SCC or any other period agreed upon by
the Employer and the Contractor, the Contractor shall be
deemed to have fulfilled its obligations with respect to the
Functional Guarantees, and GCC Subclauses 28.2 and 28.3
shall not apply.
25.3 Operational Acceptance
25.3.1 Subject to GCC Subclause 25.4 below, Operational Ac-
ceptance shall occur in respect of the Facilities or any part
thereof when
a) the Guarantee Test has been successfully completed
and the Functional Guarantees are met; or
b) the Guarantee Test has not been successfully complet-
ed or has not been carried out for reasons not attributa-
ble to the Contractor within the period from the date of
Completion specified in the SCC, or any other agreed
upon period as specified in GCC Subclause 25.2.2
above; or
c) the Contractor has paid the liquidated damages speci-
fied in GCC Subclause 28.3 hereof; and
d) any minor items mentioned in GCC Subclause 24.7
hereof relevant to the Facilities or that part thereof have
been completed.
25.3.2 At any time after any of the events set out in GCC Subclause
25.3.1 have occurred, the Contractor may give a notice to the
Project Manager requesting the issue of an Operational Ac-
ceptance Certificate in the form provided in the Employer's Re-
quirements (Forms and Procedures)in respect of the Facilities
or the part thereof specified in such notice as of the date of
such notice.
25.3.3 The Project Manager shall, after consultation with the Employ-
er, and within 7 days after receipt of the Contractor's notice, is-
sue an Operational Acceptance Certificate.

25.3.4 If within 7 days after receipt of the Contractor's notice, the Pro-
ject Manager fails to issue the Operational Acceptance Certifi-
cate or fails to inform the Contractor in writing of the justifiable
reasons why the Project Manager has not issued the Opera-
tional Acceptance Certificate, the Facilities or the relevant part
thereof shall be deemed to have been accepted as of the date
of the Contractor's said notice.
25.4 Partial Acceptance
25.4.1 If the Contract specifies that Completion and Commissioning
shall be carried out in respect of parts of the Facilities, the pro-
visions relating to Completion and Commissioning including the
Guarantee Test shall apply to each such part of the Facilities
individually, and the Operational Acceptance Certificate shall
be issued accordingly for each such part of the Facilities.
25.4.2 If a part of the Facilities comprises facilities such as buildings,
for which no Commissioning or Guarantee Test is required,
then the Project Manager shall issue the Operational Ac-
ceptance Certificate for such facility when it attains Completion,
provided that the Contractor shall thereafter complete any out-
standing minor items that are listed in the Operational Ac-
ceptance Certificate.
25.5 Delayed Pre-Commissioning and/or Guarantee Test
25.5.1 In the event that the Contractor is unable to proceed with the
Pre-commissioning of the Facilities pursuant to Subclause 24.3,
or with the Guarantee Test pursuant to Subclause 25.2, for
reasons attributable to the Employer either on account of non-
availability of other facilities under the responsibilities of other
contractor(s), or for reasons beyond the Employer's control, the
provisions leading to "deemed" completion of activities such as
Completion, pursuant to GCC Subclause 24.6, and Operational
Acceptance, pursuant to GCC Subclause 25.3.4, and Contrac-
tor's obligations regarding Defect Liability Period, pursuant to
GCC Subclause 27.2, Functional Guarantee, pursuant to GCC
Clause 28, and Care of Facilities, pursuant to GCC Clause 32,
and GCC Clause 41.1, Suspension, shall not apply. In this
case, the following provisions shall apply.
25.5.2 When the Contractor is notified by the Project Manager that he
will be unable to proceed with the activities and obligations pur-
suant to above Subclause 25.5.1, the Contractor shall be enti-
tled to the following:
a) the Time of Completion shall be extended for the period
of suspension without imposition of liquidated damages
pursuant to GCC Subclause 26.2;
b) payments due to the Contractor in accordance with the
provision specified in the Appendix (Terms and Proce-
dures of Payment) to the Contract Agreement, which
would not have been payable in normal circumstances

due to non-completion of the subject activities, shall be
released to the Contractor against submission of a secu-
rity in the form of a bank guarantee of equivalent amount
acceptable to the Employer, and which shall become null
and void when the Contractor will have complied with its
obligations regarding those payments, subject to the pro-
vision of Subclause 25.5.3 below;
c) the expenses towards the above security and extension
of other securities under the contract, of which validity
needs to be extended, shall be reimbursed to the Con-
tractor by the Employer;
d) the additional charges towards the care of the Facilities
pursuant to GCC Subclause 32.1 shall be reimbursed to
the Contractor by the Employer for the period between
the notification mentioned above and the notification
mentioned in Subclause 25.5.4 below. The provision of
GCC Subclause 33.2 shall apply to the Facilities during
the same period.
25.5.3 In the event that the period of suspension under above Sub-
clause 25.5.1 actually exceeds 180 days, the Employer and
Contractor shall mutually agree to any additional compensation
payable to the Contractor.
25.5.4 When the Contractor is notified by the Project Manager that the
plant is ready for Pre-commissioning, the Contractor shall pro-
ceed without delay in performing all the specified activities and
obligations under the contract.
F. Guarantees and Liabilities

26. Completion Time 26.1 The Contractor guarantees that it shall attain Completion of the Facili-
Guarantee ties (or a part for which a separate time for completion is specified)
within the Time for Completion specified in the SCC pursuant to GCC
Subclause 8.2, or within such extended time to which the Contractor
shall be entitled under GCC Clause 40 hereof.
26.2 If the Contractor fails to attain Completion of the Facilities or any part
thereof within the Time for Completion or any extension thereof under
GCC Clause 40, the Contractor shall pay to the Employer liquidated
damages in the amount specified in the SCC as a percentage rate of
the Contract Price or the relevant part thereof. The aggregate amount
of such liquidated damages shall in no event exceed the amount
specified as "Maximum" in the SCC as a percentage rate of the Con-
tract Price. Once the "Maximum" is reached, the Employer may con-
sider termination of the Contract, pursuant to GCC Subclause 42.2.2.
Such payment shall completely satisfy the Contractor's obligation to
attain Completion of the Facilities or the relevant part thereof within
the Time for Completion or any extension thereof under GCC Clause
40. The Contractor shall have no further liability whatsoever to the
Employer in respect thereof.
However, the payment of liquidated damages shall not in any way re-
lieve the Contractor from any of its obligations to complete the Facili-
ties or from any other obligations and liabilities of the Contractor un-
der the Contract.
Save for liquidated damages payable under this GCC Subclause
26.2, the failure by the Contractor to attain any milestone or other act,
matter or thing by any date specified in the Appendix (Time Sched-
ule) to the Contract Agreement and/or other program of work pre-
pared pursuant to GCC Subclause 18.2 shall not render the Contrac-
tor liable for any loss or damage thereby suffered by the Employer.
26.3 If the Contractor attains Completion of the Facilities or any part there-
of before the Time for Completion or any extension thereof under
GCC Clause 40, the Employer shall pay to the Contractor a bonus in
the amount specified in the SCC. The aggregate amount of such bo-
nus shall in no event exceed the amount specified as "Maximum" in
the SCC.
27. Defect Liability 27.1 The Contractor warrants that the Facilities or any part thereof shall be
free from defects in the design, engineering, materials, and work-
manship of the Plant supplied and of the work executed.
27.2 The Defect Liability Period shall be 540 days from the date of Com-
pletion of the Facilities (or any part thereof) or 1 year from the date of
Operational Acceptance of the Facilities (or any part thereof), which-
ever first occurs, unless specified otherwise in the SCC pursuant to
GCC Subclause 27.10.
If during the Defect Liability Period any defect should be found in the
design, engineering, materials, and workmanship of the Plant sup-
plied or of the work executed by the Contractor, the Contractor shall
promptly, in consultation and agreement with the Employer regarding
appropriate remedying of the defects, and at its cost, repair, replace,
or otherwise make good as the Contractor shall determine at its dis-
cretion, such defect as well as any damage to the Facilities caused by
such defect. The Contractor shall not be responsible for the repair,
replacement, or making good of any defect or of any damage to the
Facilities arising out of or resulting from any of the following causes:
a) improper operation or maintenance of the Facilities by the Em-
ployer,
b) operation of the Facilities outside specifications provided in the
Contract, or
c) normal wear and tear.
27.3 The Contractor's obligations under this GCC Clause 27 shall not ap-
ply to:
a) any materials that are supplied by the Employer under GCC
Subclause 21.2, are normally consumed in operation, or have
a normal life shorter than the Defect Liability Period stated

herein;
b) any designs, specifications or other data designed, supplied, or
specified by or on behalf of the Employer or any matters for
which the Contractor has disclaimed responsibility herein; or
c) any other materials supplied or any other work executed by or
on behalf of the Employer, except for the work executed by the
Employer under GCC Subclause 27.7.
27.4 The Employer shall give the Contractor a notice stating the nature of
any such defect together with all available evidence thereof, promptly
following the discovery thereof. The Employer shall afford all reason-
able opportunity for the Contractor to inspect any such defect.
27.5 The Employer shall afford the Contractor all necessary access to the
Facilities and the Site to enable the Contractor to perform its obliga-
tions under this GCC Clause 27.
The Contractor may, with the consent of the Employer, remove from
the Site any Plant or any part of the Facilities that are defective if the
nature of the defect, and/or any damage to the Facilities caused by
the defect, is such that repairs cannot be expeditiously carried out at
the Site.
27.6 If the repair, replacement or making good is of such a character that it
may affect the efficiency of the Facilities or any part thereof, the Em-
ployer may give to the Contractor a notice requiring that tests of the
defective part of the Facilities shall be made by the Contractor imme-
diately upon completion of such remedial work, whereupon the Con-
tractor shall carry out such tests.
If such part fails the tests, the Contractor shall carry out further repair,
replacement or making good, as the case may be, until that part of
the Facilities passes such tests.The tests shall be agreed upon by the
Employer and the Contractor.
27.7 If the Contractor fails to commence the work necessary to remedy
such defect or any damage to the Facilities caused by such defect
within a reasonable time (which shall in no event be considered to be
less than 15 days), the Employer may, following notice to the Con-
tractor, proceed to do such work, and the reasonable costs incurred
by the Employer in connection therewith shall be paid to the Employ-
er by the Contractor or may be deducted by the Employer from any
monies due the Contractor or claimed under the Performance Securi-
ty.
27.8 If the Facilities or any part thereof cannot be used by reason of such
defect and/or making good of such defect, the Defect Liability Period
of the Facilities or such part, as the case may be, shall be extended
by a period equal to the period during which the Facilities or such part
cannot be used by the Employer because of any of the aforesaid rea-
sons.
27.9 Except as provided in GCC Clauses 27 and 33, the Contractor shall
be under no liability whatsoever and howsoever arising, and whether
under the Contract or at law, in respect of defects in the Facilities or

any part thereof, the Plant, design, or engineering, or work executed
that appear after Completion of the Facilities or any part thereof, ex-
cept where such defects are the result of the gross negligence, fraud,
criminal, or wilful action of the Contractor.
27.10 In addition, any such component of the Facilities and during the peri-
od of time as may be specified in the SCC shall be subject to an ex-
tended Defect Liability Period. Such obligation of the Contractor shall
be in addition to the Defect Liability Period specified under GCC Sub-
clause 27.2.
28. Functional Guar- 28.1 The Contractor guarantees that during the Guarantee Test, the Facili-
antees ties and all parts thereof shall attain the Functional Guarantees speci-
fied in the Appendix (Functional Guarantees) to the Contract Agree-
ment, subject to, and upon the conditions therein specified.
28.2 If, for reasons attributable to the Contractor, the minimum level of the
Functional Guarantees specified in the Appendix (Functional Guaran-
tees) to the Contract Agreement are not met either in whole or in part,
the Contractor shall at its cost and expense make such changes,
modifications, and/or additions to the Plant or any part thereof as may
be necessary to meet at least the minimum level of such Guarantees.
The Contractor shall notify the Employer upon completion of the nec-
essary changes, modifications, and/or additions, and shall request
the Employer to repeat the Guarantee Test until the minimum level of
the Guarantees has been met. If the Contractor eventually fails to
meet the minimum level of Functional Guarantees, the Employer may
consider termination of the Contract, pursuant to GCC Subclause
42.2.2.
28.3 If, for reasons attributable to the Contractor, the Functional Guaran-
tees specified in the Appendix (Functional Guarantees) to the Con-
tract Agreement are not attained either in whole or in part, but the
minimum level of the Functional Guarantees specified in the said Ap-
pendix to the Contract Agreement is met, the Contractor shall, at the
Contractor's option, either
a) make such changes, modifications, and/or additions to the Fa-
cilities or any part thereof that are necessary to attain the Func-
tional Guarantees at its cost and expense, and shall request
the Employer to repeat the Guarantee Test or
b) pay liquidated damages to the Employer in respect of the fail-
ure to meet the Functional Guarantees in accordance with the
provisions in theAppendix (Functional Guarantees) to the Con-
tract Agreement.
28.4 The payment of liquidated damages under GCC Subclause 28.3, up
to the limitation of liability specified in the Appendix (Functional Guar-
antees) to the Contract Agreement, shall completely satisfy the Con-
tractor's guarantees under GCC Subclause 28.3, and the Contractor
shall have no further liability whatsoever to the Employer in respect
thereof. Upon the payment of such liquidated damages by the Con-
tractor, the Project Manager shall issue the Operational Acceptance
Certificate for the Facilities or any part thereof in respect of which the
liquidated damages have been so paid.
29. Patent Indemnity 29.1 The Contractor shall, subject to the Employer's compliance with GCC
Subclause 29.2, indemnify and hold harmless the Employer and its
employees and officers from and against any and all suits, actions, or
administrative proceedings, claims, demands, losses, damages,
costs, and expenses of whatsoever nature, including attorney's fees
and expenses, which the Employer may suffer as a result of any in-
fringement or alleged infringement of any patent, utility model, regis-
tered design, trademark, copyright, or other intellectual property right
registered or otherwise existing at the date of the Contract by reason
of(a) the installation of the Facilities by the Contractor or the use of
the Facilities in the country where the Site is located, and (b) the sale
of the products produced by the Facilities in any country.
Such indemnity shall not cover any use of the Facilities or any part
thereof other than for the purpose indicated by or to be reasonably in-
ferred from the Contract, any infringement resulting from the use of
the Facilities or any part thereof, or any products produced thereby in
association or combination with any other equipment, plant, or mate-
rials not supplied by the Contractor, pursuant to the Contract Agree-
ment.
29.2 If any proceedings are brought or any claim is made against the Em-
ployer arising out of the matters referred to in GCCSubclause 29.1,
the Employer shall promptly give the Contractor a notice thereof, and
the Contractor may at its own expense and in the Employer's name
conduct such proceedings or claim and any negotiations for the set-
tlement of any such proceedings or claim.
If the Contractor fails to notify the Employer within 28 days after re-
ceipt of such notice that it intends to conduct any such proceedings or
claim, then the Employer shall be free to conduct the same on its own
behalf. Unless the Contractor has so failed to notify the Employer
within the 28-day period, the Employer shall make no admission that
may be prejudicial to the defence of any such proceedings or claim.
The Employer shall, at the Contractor's request, afford all available
assistance to the Contractor in conducting such proceedings or claim,
and shall be reimbursed by the Contractor for all reasonable expens-
es incurred in so doing.
29.3 The Employer shall indemnify and hold harmless the Contractor and
its employees, officers, and Subcontractors from and against any and
all suits, actions or administrative proceedings, claims, demands,
losses, damages, costs, and expenses of whatsoever nature, includ-
ing attorney's fees and expenses, which the Contractor may suffer as
a result of any infringement or alleged infringement of any patent, util-
ity model, registered design, trademark, copyright, or other intellectu-
al property right registered or otherwise existing at the date of the
Contract arising out of or in connection with any design, data, draw-
ing, specification, or other documents or materials provided or de-
signed by or on behalf of the Employer.
30. Limitation of Li- 30.1 Except in cases of criminal negligence or wilful misconduct,
ability
a) the Contractor shall not be liable to the Employer, whether in
contract, tort, or otherwise, for any indirect or consequential
loss or damage, loss of use, loss of production, or loss of prof-
its or interest costs, provided that this exclusion shall not apply
to any obligation of the Contractor to pay liquidated damages
to the Employer, and
b) the aggregate liability of the Contractor to the Employer,
whether under the Contract, in tort or otherwise, shall not ex-
ceed a multiple of the Contract Price specified in the SCC or, if
a multiple is not so specified, the total Contract Price, provided
that this limitation shall not apply to the cost of repairing or re-
placing defective equipment, or to any obligation of the Con-
tractor to indemnify the Employer with respect to patent in-
fringement.
G. Risk Distribution
31. Transfer of Own- 31.1 Ownership of the Plant (including spare parts) to be imported into the
ership country where the Site is located shall be transferred to the Employer
upon loading on to the mode of transport to be used to convey the
Plant from the country of origin to that country.
31.2 Ownership of the Plant (including spare parts) procured in the country
where the Site is located shall be transferred to the Employer when
the Plant are brought on to the Site.
31.3 Ownership of the Contractor's Equipment used by the Contractor and
its Subcontractors in connection with the Contract shall remain with
the Contractor or its Subcontractors.
31.4 Ownership of any Plant in excess of the requirements for the Facili-
ties shall revert to the Contractor upon Completion of the Facilities or
at such earlier time when the Employer and the Contractor agree that
the Plant in question are no longer required for the Facilities.
31.5 Notwithstanding the transfer of ownership of the Plant, the responsi-
bility for care and custody thereof together with the risk of loss or
damage thereto shall remain with the Contractor pursuant to GCC
Clause 32 (Care of Facilities) hereof until Completion of the Facilities
or the part thereof in which such Plant are incorporated.
32. Care of Facilities 32.1 The Contractor shall be responsible for the care and custody of the
Facilities or any part thereof until the date of Completion of the Facili-
ties pursuant to GCC Clause 24 or, where the Contract provides for
Completion of the Facilities in parts, until the date of Completion of
the relevant part, and shall make good at its own cost any loss or
damage that may occur to the Facilities or the relevant part thereof
from any cause whatsoever during such period. The Contractor shall
also be responsible for any loss or damage to the Facilities caused by
the Contractor or its Subcontractors in the course of any work carried
out, pursuant to GCC Clause 27. Notwithstanding the foregoing, the

Contractor shall not be liable for any loss or damage to the Facilities
or that part thereof caused by reason of any of the matters specified
or referred to in paragraphs (a), (b) and (c) of GCC Subclauses 32.2
and 38.1.
32.2 If any loss or damage occurs to the Facilities or any part thereof or to
the Contractor's temporary facilities by reason of
a) insofar as they relate to the country where the Site is located,
nuclear reaction, nuclear radiation, radioactive contamination,
pressure wave caused by aircraft or other aerial objects, or any
other occurrences that an experienced contractor could not
reasonably foresee, or if reasonably foreseeable could not rea-
sonably make provision for or insure against, insofar as such
risks are not normally insurable on the insurance market and
are mentioned in the general exclusions of the policy of insur-
ance, including War Risks and Political Risks, taken out under
GCC Clause 34 hereof; or
b) any use or occupation by the Employer or any third party other
than a Subcontractor, authorized by the Employer of any part
of the Facilities; or
c) any use of or reliance upon any design, data, or specification
provided or designated by or on behalf of the Employer, or any
such matter for which the Contractor has disclaimed responsi-
bility herein,
the Employer shall pay to the Contractor all sums payable in respect
of the Facilities executed, notwithstanding that the same be lost, de-
stroyed, or damaged, and will pay to the Contractor the replacement
value of all temporary facilities and all parts thereof lost, destroyed, or
damaged. If the Employer requests the Contractor in writing to make
good any loss or damage to the Facilities thereby occasioned, the
Contractor shall make good the same at the cost of the Employer in
accordance with GCC Clause 39. If the Employer does not request
the Contractor in writing to make good any loss or damage to the Fa-
cilities thereby occasioned, the Employer shall either request a
change in accordance with GCC Clause 39, excluding the perfor-
mance of that part of the Facilities thereby lost, destroyed or dam-
aged, or, where the loss or damage affects a substantial part of the
Facilities, the Employer shall terminate the Contract pursuant to GCC
Subclause 42.1 hereof.
32.3 The Contractor shall be liable for any loss of or damage to any Con-
tractor's Equipment, or any other property of the Contractor used or
intended to be used for purposes of the Facilities, except (i) as men-
tioned in GCC Subclause 32.2 with respect to the Contractor's tempo-
rary facilities, and (ii) where such loss or damage arises by reason of
any of the matters specified in GCC Subclauses 32.2 (b) and (c) and
38.1.
32.4 With respect to any loss or damage caused to the Facilities or any
part thereof or to the Contractor's Equipment by reason of any of the
matters specified in GCC Subclause 38.1, the provisions of GCC

Subclause 38.3 shall apply.
33. Loss of or Dam- 33.1 Subject to GCC Subclause 33.3, the Contractor shall indemnify and
age to Property; hold harmless the Employer and its employees and officers from and
Accident or Inju- against any and all suits, actions, or administrative proceedings,
ry to Workers; claims, demands, losses, damages, costs, and expenses of whatso-
Indemnification ever nature, including attorney's fees and expenses, in respect of the
death or injury of any person or loss of or damage to any property
other than the Facilities whether accepted or not, arising in connec-
tion with the supply and installation of the Facilities and by reason of
the negligence of the Contractor or its Subcontractors, or their em-
ployees, officers, or agents, except any injury, death, or property
damage caused by the negligence of the Employer, its contractors,
employees, officers, or agents.
33.2 If any proceedings are brought or any claim is made against the Em-
ployer that might subject the Contractor to liability under GCC Sub-
clause 33.1, the Employer shall promptly give the Contractor a notice
thereof and the Contractor may at its own expense and in the Em-
ployer's name conduct such proceedings or claim and any negotia-
tions for the settlement of any such proceedings or claim.
If the Contractor fails to notify the Employer within 28 days after re-
ceipt of such notice that it intends to conduct any such proceedings or
claim, then the Employer shall be free to conduct the same on its own
behalf. Unless the Contractor has so failed to notify the Employer
within the 28-day period, the Employer shall make no admission that
may be prejudicial to the defence of any such proceedings or claim.
The Employer shall, at the Contractor's request, afford all available
assistance to the Contractor in conducting such proceedings or claim,
and shall be reimbursed by the Contractor for all reasonable expens-
es incurred in so doing.
33.3 The Employer shall indemnify and hold harmless the Contractor and
its employees, officers, and Subcontractors from any liability for loss
of or damage to property of the Employer, other than the Facilities not
yet taken over, that is caused by fire, explosion, or any other perils, in
excess of the amount recoverable from insurances procured under
GCC Clause 34, provided that such fire, explosion, or other perils
were not caused by any act or failure of the Contractor.
33.4 The party entitled to the benefit of an indemnity under this GCC
Clause 33 shall take all reasonable measures to mitigate any loss or
damage which has occurred. If the party fails to take such measures,
the other party's liabilities shall be correspondingly reduced.
34. Insurance 34.1 To the extent specified in the Appendix (Insurance Requirements) to
the Contract Agreement, the Contractor shall at its expense take out
and maintain in effect, or cause to be taken out and maintained in ef-
fect, during the performance of the Contract, the insurances set forth
below in the sums and with the deductibles and other conditions
specified in the said Appendix. The identity of the insurers and the
form of the policies shall be subject to the approval of the Employer,
who should not unreasonably withhold such approval.
a) Cargo Insurance During Transport
Covering loss or damage occurring while in transit from the
Contractor's or Subcontractor's works or stores until arrival at
the Site, to the Plant (including spare parts therefor) and to the
Contractor's Equipment.
b) Installation All Risks Insurance
Covering physical loss or damage to the Facilities at the Site,
occurring prior to Completion of the Facilities, with an extended
maintenance coverage for the Contractor's liability in respect of
any loss or damage occurring during the Defect Liability Period
while the Contractor is on the Site for the purpose of perform-
ing its obligations during the Defect Liability Period.
c) Third Party Liability Insurance
Covering bodily injury or death suffered by third parties includ-
ing the Employer's personnel, and loss of or damage to proper-
ty occurring in connection with the supply and installation of the
Facilities.
d) Automobile Liability Insurance
Covering use of all vehicles used by the Contractor or its Sub-
contractors, whether or not owned by them, in connection with
the execution of the Contract.
e) Workers' Compensation
In accordance with the statutory requirements applicable in any
country where the Contract or any part thereof is executed.
f) Employer's Liability
In accordance with the statutory requirements applicable in any
country where the Contract or any part thereof is executed.
g) Other Insurances
Such other insurances as may be specifically agreed upon by
the parties hereto as listed in the Appendix (Insurance Re-
quirements) to the Contract Agreement.
34.2 The Employer shall be named as co-insured under all insurance poli-
cies taken out by the Contractor pursuant to GCC Subclause 34.1,
except for the Third Party Liability, Workers' Compensation, and Em-
ployer's Liability Insurances, and the Contractor's Subcontractors
shall be named as co-insureds under all insurance policies taken out
by the Contractor pursuant to GCC Subclause 34.1 except for the

Cargo Insurance During Transport, Workers' Compensation, and
Employer's Liability Insurances. All insurer's rights of subrogation
against such co-insureds for losses or claims arising out of the per-
formance of the Contract shall be waived under such policies.
34.3 The Contractor shall, in accordance with the provisions of the Appen-
dix (Insurance Requirements) to the Contract Agreement, deliver to
the Employer certificates of insurance or copies of the insurance poli-
cies as evidence that the required policies are in full force and effect.
The certificates shall provide that no less than 21 days' notice shall
be given to the Employer by insurers prior to cancellation or material
modification of a policy.
34.4 The Contractor shall ensure that, where applicable, its Subcontrac-
tor(s) shall take out and maintain in effect adequate insurance poli-
cies for their personnel and vehicles and for work executed by them
under the Contract, unless such Subcontractors are covered by the
policies taken out by the Contractor.
34.5 The Employer shall at its expense take out and maintain in effect dur-
ing the performance of the Contract those insurances specified in the
Appendix (Insurance Requirements) to the Contract Agreement, in
the sums and with the deductibles and other conditions specified in
the said Appendix. The Contractor and the Contractor's Subcontrac-
tors shall be named as co-insureds under all such policies. All insur-
ers' rights of subrogation against such co-insureds for losses or
claims arising out of the performance of the Contract shall be waived
under such policies. The Employer shall deliver to the Contractor sat-
isfactory evidence that the required insurances are in full force and
effect. The policies shall provide that not less than 21 days' notice
shall be given to the Contractor by all insurers prior to any cancella-
tion or material modification of the policies. If so requested by the
Contractor, the Employer shall provide copies of the policies taken
out by the Employer under this GCC Sub-clause 34.5.
34.6 If the Contractor fails to take out and/or maintain in effect the insur-
ances referred to in GCC Subclause 34.1, the Employer may take out
and maintain in effect any such insurances and may from time to time
deduct from any amount due the Contractor under the Contract any
premium that the Employer shall have paid to the insurer, or may
otherwise recover such amount as a debt due from the Contractor.If
the Employer fails to take out and/or maintain in effect the insurances
referred to in GCC 34.5, the Contractor may take out and maintain in
effect any such insurances and may from time to time deduct from
any amount due the Employer under the Contract any premium that
the Contractor shall have paid to the insurer, or may otherwise recov-
er such amount as a debt due from the Employer. If the Contractor
fails to or is unable to take out and maintain in effect any such insur-
ances, the Contractor shall nevertheless have no liability or responsi-
bility towards the Employer, and the Contractor shall have full re-
course against the Employer for any and all liabilities of the Employer
herein.
34.7 Unless otherwise provided in the Contract, the Contractor shall pre-
pare and conduct all and any claims made under the policies effected
by it pursuant to this GCC Clause 34, and all monies payable by any
insurers shall be paid to the Contractor. The Employer shall give to
the Contractor all such reasonable assistance as may be required by
the Contractor. With respect to insurance claims in which the Em-
ployer's interest is involved, the Contractor shall not give any release
or make any compromise with the insurer without the prior written
consent of the Employer. With respect to insurance claims in which
the Contractor's interest is involved, the Employer shall not give any
release or make any compromise with the insurer without the prior
written consent of the Contractor.
35. Unforeseen 35.1 If, during the execution of the Contract, the Contractor shall encoun-
Conditions ter on the Site any physical conditions other than climatic conditions,
or artificial obstructions that could not have been reasonably foreseen
prior to the date of the Contract Agreement by an experienced con-
tractor on the basis of reasonable examination of the data relating to
the Facilities including any data as to boring tests, provided by the
Employer, and on the basis of information that it could have obtained
from a visual inspection of the Site if access thereto was available, or
other data readily available to it relating to the Facilities, and if the
Contractor determines that it will in consequence of such conditions
or obstructions incur additional cost and expense or require additional
time to perform its obligations under the Contract that would not have
been required if such physical conditions or artificial obstructions had
not been encountered, the Contractor shall promptly, and before per-
forming additional work or using additional Plant or Contractor's
Equipment, notify the Project Manager in writing of
a) the physical conditions or artificial obstructions on the Site that
could not have been reasonably foreseen;
b) the additional work and/or Plant and/or Contractor's Equipment
required, including the steps which the Contractor will or pro-
poses to take to overcome such conditions or obstructions;
c) the extent of the anticipated delay; and
d) the additional cost and expense that the Contractor is likely to
incur.
On receiving any notice from the Contractor under this GCC Sub-
clause 35.1, the Project Manager shall promptly consult with the Em-
ployer and Contractor and decide upon the actions to be taken to
overcome the physical conditions or artificial obstructions encoun-
tered. Following such consultations, the Project Manager shall in-
struct the Contractor, with a copy to the Employer, of the actions to
be taken.
35.2 Any reasonable additional cost and expense incurred by the Contrac-
tor in following the instructions from the Project Manager to overcome
such physical conditions or artificial obstructions referred to in GCC
Sub-clause 35.1 shall be paid by the Employer to the Contractor as
an addition to the Contract Price.

35.3 If the Contractor is delayed or impeded in the performance of the
Contract because of any such physical conditions or artificial obstruc-
tions referred to in GCC Sub-clause 35.1, the Time for Completion
shall be extended in accordance with GCC Clause 40.
36. Change in Laws 36.1 If, after the date 28 days prior to the date of Bid submission, in the
and Regulations country where the Site is located, any law, regulation, ordinance, or-
der or by-law having the force of law is enacted, promulgated, abro-
gated, or changed, which shall be deemed to include any change in
interpretation or application by the competent authorities, that subse-
quently affects the costs and expenses of the Contractor and/or the
Time for Completion, the Contract Price shall be correspondingly in-
creased or decreased, and/or the Time for Completion shall be rea-
sonably adjusted to the extent that the Contractor has thereby been
affected in the performance of any of its obligations under the Con-
tract. Notwithstanding the foregoing, such additional or reduced costs
shall not be separately paid or credited if the same has already been
accounted for in the price adjustment provisions where applicable, in
accordance with the SCC, pursuant to GCC Sub-clause 11.2.
37. Force Majeure 37.1 "Force Majeure" shall mean any event beyond the reasonable control
of the Employer or of the Contractor, as the case may be, and which
is unavoidable notwithstanding the reasonable care of the party af-
fected, and shall include, without limitation, the following:
a) war, hostilities, or warlike operations whether a state of war be
declared or not, invasion, act of foreign enemy and civil war;
b) rebellion, revolution, insurrection, mutiny, usurpation of civil or
military government, conspiracy, riot, civil commotion, and ter-
rorist acts;
c) confiscation, nationalization, mobilization, commandeering or
requisition by or under the order of any government or de jure
or de facto authority or ruler or any other act or failure to act of
any local state or national government authority;
d) strike, sabotage, lockout, embargo, import restriction, port con-
gestion, lack of usual means of public transportation and com-
munication, industrial dispute, shipwreck, shortage or re-
striction of power supply, epidemics, quarantine, and plague;
e) earthquake, landslide, volcanic activity, fire, flood or inundation,
tidal wave, typhoon or cyclone, hurricane, storm, lightning, or
other inclement weather condition, nuclear, and pressure
waves or other natural or physical disaster; and
f) shortage of labour, materials, or utilities where caused by cir-
cumstances that are themselves Force Majeure.
37.2 If either party is prevented, hindered, or delayed from or in performing
any of its obligations under the Contract by an event of Force
Majeure, then it shall notify the other in writing of the occurrence of
such event and the circumstances thereof within 14 days after the
occurrence of such event.

37.3 The party who has given such notice shall be excused from the per-
formance or punctual performance of its obligations under the Con-
tract for so long as the relevant event of Force Majeure continues and
to the extent that such party's performance is prevented, hindered, or
delayed. The Time for Completion shall be extended in accordance
with GCC Clause 40.
37.4 The party or parties affected by the event of Force Majeure shall use
reasonable efforts to mitigate the effect thereof upon its or their per-
formance of the Contract and to fulfil its or their obligations under the
Contract, but without prejudice to either party's right to terminate the
Contract under GCC Subclauses 37.6 and 38.5.
37.5 No delay or non-performance by either party hereto caused by the
occurrence of any event of Force Majeure shall
a) constitute a default or breach of the Contract; or
b) give rise to any claim for damages or additional cost or ex-
pense occasioned thereby, subject to GCC Sub-clauses 32.2,
38.3 and 38.4
if and to the extent that such delay or non-performance is caused by
the occurrence of an event of Force Majeure.
37.6 If the performance of the Contract is substantially prevented, hin-
dered, or delayed for a single period of more than 60 days or an ag-
gregate period of more than 120 days on account of one or more
events of Force Majeure during the currency of the Contract, the par-
ties will attempt to develop a mutually satisfactory solution, failing
which either party may terminate the Contract by giving a notice to
the other, but without prejudice to either party's right to terminate the
Contract under GCC Sub-clause 38.5.
37.7 In the event of termination pursuant to GCC Sub-clause 37.6, the
rights and obligations of the Employer and the Contractor shall be as
specified in GCC Sub-clauses 42.1.2 and 42.1.3.
37.8 Notwithstanding GCC Sub-clause 37.5, Force Majeure shall not apply
to any obligation of the Employer to make payments to the Contractor
herein.
38. War Risks 38.1 "War Risks" shall mean any event specified in paragraphs (a) and (b)
of GCC Sub-clause 37.1 and any explosion or impact of any mine,
bomb, shell, grenade, or other projectile, missile, munitions or explo-
sive of war, occurring or existing in or near the country (or countries)
where the Site is located.
38.2 Notwithstanding anything contained in the Contract, the Contractor
shall have no liability whatsoever for or with respect to
a) destruction of or damage to Facilities, Plant, or any part there-
of;
b) destruction of or damage to property of the Employer or any
third party; or
c) injury or loss of life

if such destruction, damage, injury or loss of life is caused by any war
risks, and the Employer shall indemnify and hold the Contractor harm-
less from and against any and all claims, liabilities, actions, lawsuits,
damages, costs, charges, or expenses arising in consequence of or in
connection with the same.
38.3 If the Facilities or any Plant or Contractor's Equipment or any other
property of the Contractor used or intended to be used for the purpos-
es of the Facilities shall sustain destruction or damage by reason of
any war risks, the Employer shall pay the Contractor for
a) any part of the Facilities or the Plant so destroyed or damaged
to the extent not already paid for by the Employer and so far as
may be required by the Employer, and as may be necessary
for completion of the Facilities;
b) replacing or making good any Contractor's Equipment or other
property of the Contractor so destroyed or damaged; and
c) replacing or making good any such destruction or damage to
the Facilities or the Plant or any part thereof.
If the Employer does not require the Contractor to replace or make
good any such destruction or damage to the Facilities, the Employer
shall either request a change in accordance with GCC Clause 39, ex-
cluding the performance of that part of the Facilities thereby de-
stroyed or damaged or, where the loss, destruction, or damage af-
fects a substantial part of the Facilities, shall terminate the Contract,
pursuant to GCC Sub-clause 42.1.
If the Employer requires the Contractor to replace or make good on
any such destruction or damage to the Facilities, the Time for Com-
pletion shall be extended in accordance with GCC 40.
38.4 Notwithstanding anything contained in the Contract, the Employer
shall pay the Contractor for any increased costs or incidentals to the
execution of the Contract that are in any way attributable to, conse-
quent on, resulting from, or in any way connected with any war risks,
provided that the Contractor shall as soon as practicable notify the
Employer in writing of any such increased cost.
38.5 If during the performance of the Contract any war risks shall occur
that financially or otherwise materially affect the execution of the Con-
tract by the Contractor, the Contractor shall use its reasonable efforts
to execute the Contract with due and proper consideration given to
the safety of its and its Subcontractors' personnel engaged in the
work on the Facilities, provided, however, that if the execution of the
work on the Facilities becomes impossible or is substantially prevent-
ed for a single period of more than sixty (60) days or an aggregate
period of more than one hundred and twenty (120) days on account
of any war risks, the parties will attempt to develop a mutually satis-
factory solution, failing which either party may terminate the Contract
by giving a notice to the other.
38.6 In the event of termination pursuant to GCC Sub-clauses 38.3 or

38.5, the rights and obligations of the Employer and the Contractor
shall be specified in GCC Sub-clauses 42.1.2 and 42.1.3.
H. Change in Contract Elements

39. Change in the 39.1 Introducing a Change
Facilities
39.1.1 Subject to GCC Sub-clauses 39.2.5 and 39.2.7, the Employer
shall have the right to propose, and subsequently require, that
the Project Manager order the Contractor from time to time dur-
ing the performance of the Contract to make any change,
modification, addition, or deletion to, in or from the Facilities
hereinafter called "Change," provided that such Change falls
within the general scope of the Facilities and does not consti-
tute unrelated work and that it is technically practicable, taking
into account both the state of advancement of the Facilities and
the technical compatibility of the Change envisaged with the
nature of the Facilities as specified in the Contract.
39.1.2 The Contractor may from time to time during its performance of
the Contract propose to the Employer with a copy to the Pro-
ject Manager, any Change that the Contractor considers nec-
essary or desirable to improve the quality, efficiency, or safety
of the Facilities. The Employer may at its discretion approve or
reject any Change proposed by the Contractor, provided that
the Employer shall approve any Change proposed by the Con-
tractor to ensure the safety of the Facilities.
39.1.3 Notwithstanding GCC Sub-clauses 39.1.1 and 39.1.2, no
change made necessary because of any default of the Con-
tractor in the performance of its obligations under the Contract
shall be deemed to be a Change, and such change shall not
result in any adjustment of the Contract Price or the Time for
Completion.
39.1.4 The procedure on how to proceed with and execute Changes
is specified in GCC Sub-clauses 39.2 and 39.3, and further de-
tails and forms are provided in the Employer's Requirements
(Forms and Procedures).
39.2 Changes Originating from Employer
39.2.1 If the Employer proposes a Change pursuant to GCC Sub-
clause 39.1.1, it shall send to the Contractor a "Request for
Change Proposal," requiring the Contractor to prepare and fur-
nish to the Project Manager as soon as reasonably practicable
a "Change Proposal," which shall include the following:
a) brief description of the Change,
b) effect on the Time for Completion,
c) estimated cost of the Change,
d) effect on Functional Guarantees (if any),
e) effect on the Facilities, and
f) effect on any other provisions of the Contract.
39.2.2 Prior to preparing and submitting the "Change Proposal," the

Contractor shall submit to the Project Manager an "Estimate for
Change Proposal," which shall be an estimate of the cost of
preparing and submitting the Change Proposal.
Upon receipt of the Contractor's Estimate for Change Proposal,
the Employer shall do one of the following:
a) accept the Contractor's estimate with instructions to the
Contractor to proceed with the preparation of the
Change Proposal,
b) advise the Contractor of any part of its Estimate for
Change Proposal that is unacceptable and request the
Contractor to review its estimate
c) advise the Contractor that the Employer does not intend
to proceed with the Change.
39.2.3 Upon receipt of the Employer's instruction to proceed under
GCC Subclause 39.2.2 (a), the Contractor shall, with proper
expedition, proceed with the preparation of the Change Pro-
posal, in accordance with GCC Subclause 39.2.1.
39.2.4 The pricing of any Change shall, as far as practicable, be cal-
culated in accordance with the rates and prices included in the
Contract. If such rates and prices are inequitable, the parties
thereto shall agree on specific rates for the valuation of the
Change.
39.2.5 If before or during the preparation of the Change Proposal it
becomes apparent that the aggregate effect of compliance
therewith and with all other Change Orders that have already
become binding upon the Contractor under this GCC Clause
39 would be to increase or decrease the Contract Price as orig-
inally set forth in Article 2 (Contract Price) of the Contract
Agreement by more than 15%, the Contractor may give a writ-
ten notice of objection thereto prior to furnishing the Change
Proposal as aforesaid. If the Employer accepts the Contractor's
objection, the Employer shall withdraw the proposed Change
and shall notify the Contractor in writing thereof.
The Contractor's failure to so object shall neither affect its right
to object to any subsequent requested Changes or Change
Orders herein, nor affect its right to take into account, when
making such subsequent objection, the percentage increase or
decrease in the Contract Price that any Change not objected to
by the Contractor represents.
39.2.6 Upon receipt of the Change Proposal, the Employer and the
Contractor shall mutually agree upon all matters therein con-
tained. Within 14 days after such agreement, the Employer
shall, if it intends to proceed with the Change, issue the Con-
tractor with a Change Order.
If the Employer is unable to reach a decision within 14 days, it
shall notify the Contractor with details of when the Contractor
can expect a decision.

If the Employer decides not to proceed with the Change for
whatever reason, it shall, within the said period of 14 days, no-
tify the Contractor accordingly. Under such circumstances, the
Contractor shall be entitled to reimbursement of all costs rea-
sonably incurred by it in the preparation of the Change Pro-
posal, provided that these do not exceed the amount given by
the Contractor in its Estimate for Change Proposal submitted in
accordance with GCC Subclause 39.2.2.
39.2.7 If the Employer and the Contractor cannot reach agreement on
the price for the Change, an equitable adjustment to the Time
for Completion, or any other matters identified in the Change
Proposal, the Employer may nevertheless instruct the Contrac-
tor to proceed with the Change by issue of a "Pending Agree-
ment Change Order."
Upon receipt of a Pending Agreement Change Order, the Con-
tractor shall immediately proceed with effecting the Changes
covered by such Order. The parties shall thereafter attempt to
reach agreement on the outstanding issues under the Change
Proposal.
If the parties cannot reach agreement within 60 days from the
date of issue of the Pending Agreement Change Order, then
the matter may be referred to the Dispute Board in accordance
with the provisions of GCC Subclause 45.3.
39.3 Changes Originating from Contractor
39.3.1 If the Contractor proposes a Change pursuant to GCC Sub-
clause 39.1.2, the Contractor shall submit to the Project Man-
ager a written "Application for Change Proposal," giving rea-
sons for the proposed Change and including the information
specified in GCC Sub-clause 39.2.1.
Upon receipt of the Application for Change Proposal, the par-
ties shall follow the procedures outlined in GCC Sub-clauses
39.2.6 and 39.2.7. However, should the Employer choose not
to proceed, the Contractor shall not be entitled to recover the
costs of preparing the Application for Change Proposal.
40. Extension of 40.1 The Time(s) for Completion specified in the SCC shall be extended if
Time for Comple- the Contractor is delayed or impeded in the performance of any of its
tion obligations under the Contract by reason of any of the following:
a) any Change in the Facilities as provided in GCC Clause 39;
b) any occurrence of Force Majeure as provided in GCC Clause
37, unforeseen conditions as provided in GCC Clause 35, or
other occurrence of any of the matters specified or referred to in
paragraphs (a), (b) and (c) of GCC Sub-clause 32.2;
c) any suspension order given by the Employer under GCC Clause
41 hereof or reduction in the rate of progress pursuant to GCC
Sub-clause 41.2; or
d) any changes in laws and regulations as provided in GCC Clause

36; or
e) any default or breach of the Contract by the Employer, or any
activity, act or omission of the Employer, or the Project Manager,
or any other contractors employed by the Employer; or
f) any other matter specifically mentioned in the Contract; or
g) any delay on the part of a sub-contractor, provided such delay is
due to a cause for which the Contractor himself would have
been entitled to an extension of time under this Sub-clause
by such period as shall be fair and reasonable in all the circumstances
and as shall fairly reflect the delay or impediment sustained by the
Contractor.
40.2 Except where otherwise specifically provided in the Contract, the Con-
tractor shall submit to the Project Manager a notice of a claim for an
extension of the Time for Completion, together with particulars of the
event or circumstance justifying such extension as soon as reasonably
practicable after the commencement of such event or circumstance.
As soon as reasonably practicable after receipt of such notice and
supporting particulars of the claim, the Employer and the Contractor
shall agree upon the period of such extension. In the event that the
Contractor does not accept the Employer's estimate of a fair and rea-
sonable time extension, the Contractor shall be entitled to refer the
matter to a Dispute Board, pursuant to GCC Sub-clause 45.3.
40.3 The Contractor shall at all times use its reasonable efforts to minimize
any delay in the performance of its obligations under the Contract.
In all cases where the Contractor has given a notice of a claim for an
extension of time under GCC 40.2, the Contractor shall consult with
the Project Manager in order to determine the steps (if any) which can
be taken to overcome or minimize the actual or anticipated delay. The
Contractor shall there after comply with all reasonable instructions,
which the Project Manager shall give in order to minimize such delay.
If compliance with such instructions shall cause the Contractor to incur
extra costs and the Contractor is entitled to an extension of time under
GCC 40.1, the amount of such extra costs shall be added to the Con-
tract Price.
41. Suspension 41.1 The Employer may request the Project Manager, by notice to the
Contractor, to order the Contractor to suspend performance of any or
all of its obligations under the Contract. Such notice shall specify the
obligation of which performance is to be suspended, the effective
date of the suspension and the reasons therefor. The Contractor shall
thereupon suspend performance of such obligation, except those ob-
ligations necessary for the care or preservation of the Facilities, until
ordered in writing to resume such performance by the Project Man-
ager.
If, by virtue of a suspension order given by the Project Manager, other
than by reason of the Contractor's default or breach of the Contract,
the Contractor's performance of any of its obligations is suspended
for an aggregate period of more than 90 days, then at any time there-
after and provided that at that time such performance is still suspend-
ed, the Contractor may give a notice to the Project Manager requiring
that the Employer shall, within 28 days of receipt of the notice, order
the resumption of such performance or request and subsequently or-
der a change in accordance with GCC Clause 39, excluding the per-
formance of the suspended obligations from the Contract.
If the Employer fails to do so within such period, the Contractor may,
by a further notice to the Project Manager, elect to treat the suspen-
sion, where it affects a part only of the Facilities, as a deletion of such
part in accordance with GCC Clause 39 or, where it affects the whole
of the Facilities, as termination of the Contract under GCC Sub-
clause 42.1.
41.2 If
a) the Employer has failed to pay the Contractor any sum due un-
der the Contract within the specified period, has failed to ap-
prove any invoice or supporting documents without just cause
pursuant to the Appendix (Terms and Procedures of Payment)
to the Contract Agreement, or commits a substantial breach of
the Contract, the Contractor may give a notice to the Employer
that requires payment of such sum, with interest thereon as
stipulated in GCC Sub-clause 12.3, requires approval of such
invoice or supporting documents, or specifies the breach and
requires the Employer to remedy the same, as the case may
be. If the Employer fails to pay such sum together with such in-
terest, fails to approve such invoice or supporting documents
or give its reasons for withholding such approval, or fails to
remedy the breach or take steps to remedy the breach within
14 days after receipt of the Contractor's notice; or
b) the Contractor is unable to carry out any of its obligations un-
der the Contract for any reason attributable to the Employer,
including but not limited to the Employer's failure to provide
possession of or access to the Site or other areas in accord-
ance with GCC Sub-clause 10.2, or failure to obtain any gov-
ernmental permit necessary for the execution and/or comple-
tion of the Facilities,
then the Contractor may by 14 days' notice to the Employer suspend
performance of all or any of its obligations under the Contract, or re-
duce the rate of progress.
41.3 If the Contractor's performance of its obligations is suspended, or the
rate of progress is reduced pursuant to this GCC Clause 41, then the
Time for Completion shall be extended in accordance with GCC Sub-
clause 40.1, and any and all additional costs or expenses incurred by
the Contractor as a result of such suspension or reduction shall be
paid by the Employer to the Contractor in addition to the Contract
Price, except in the case of suspension order or reduction in the rate
of progress by reason of the Contractor's default or breach of the
Contract.
41.4 During the period of suspension, the Contractor shall not remove
from the Site any Plant, any part of the Facilities or any Contractor's
Equipment, without the prior written consent of the Employer.
42. Termination 42.1 Termination for Employer's Convenience
42.1.1 The Employer may at any time terminate the Contract for any
reason by giving the Contractor a notice of termination that re-
fers to this GCC Sub-clause 42.1.
42.1.2 Upon receipt of the notice of termination under GCC Sub-
clause 42.1.1, the Contractor shall, either immediately or upon
the date specified in the notice of termination,
a) cease all further work, except for such work as the Em-
ployer may specify in the notice of termination for the
sole purpose of protecting that part of the Facilities al-
ready executed, or any work required to leave the Site in
a clean and safe condition;
b) terminate all subcontracts, except those to be assigned
to the Employer pursuant to paragraph (d) (ii) below;
c) remove all Contractor's Equipment from the Site, repatri-
ate the Contractor's and its Subcontractors' personnel
from the Site, remove from the Site any wreckage, rub-
bish and debris of any kind, and leave the whole of the
Site in a clean and safe condition; and
d) subject to the payment specified in GCC Sub-clause
42.1.3,
i) deliver to the Employer the parts of the Facilities
executed by the Contractor up to the date of ter-
mination;
ii) to the extent legally possible, assign to the Em-
ployer all right, title and benefit of the Contractor
to the Facilities and to the Plant as of the date of
termination, and, as may be required by the Em-
ployer, in any subcontracts concluded between
the Contractor and its Subcontractors; and
iii) deliver to the Employer all non-proprietary draw-
ings, specifications and other documents prepared
by the Contractor or its Subcontractors as at the
date of termination in connection with the Facili-
ties.
42.1.3 In the event of termination of the Contract under GCC Sub-
clause 42.1.1, the Employer shall pay to the Contractor the fol-
lowing amounts:
a) the Contract Price, properly attributable to the parts of
the Facilities executed by the Contractor as of the date
of termination;
b) the costs reasonably incurred by the Contractor in the
removal of the Contractor's Equipment from the Site and

in the repatriation of the Contractor's and its Subcontrac-
tors' personnel;
c) any amounts to be paid by the Contractor to its Subcon-
tractors in connection with the termination of any sub-
contracts, including any cancellation charges;
d) costs incurred by the Contractor in protecting the Facili-
ties and leaving the Site in a clean and safe condition
pursuant to paragraph (a) of GCC Sub-clause 42.1.2;
and
e) the cost of satisfying all other obligations, commitments
and claims that the Contractor may in good faith have
undertaken with third parties in connection with the Con-
tract and that are not covered by paragraphs (a) through
(d) above.
42.2 Termination for Contractor's Default
42.2.1 The Employer, without prejudice to any other rights or reme-
dies it may possess, may terminate the Contract forthwith in
the following circumstances by giving a notice of termination
and its reasons therefor to the Contractor, referring to this GCC
Sub-clause 42.2:
a) if the Contractor becomes bankrupt or insolvent, has a
receiving order issued against it, compounds with its
creditors, or, if the Contractor is a corporation, a resolu-
tion is passed or order is made for its winding up, other
than a voluntary liquidation for the purposes of amal-
gamation or reconstruction, a receiver is appointed over
any part of its undertaking or assets, or if the Contractor
takes or suffers any other analogous action in conse-
quence of debt;
b) if the Contractor assigns or transfers the Contract or any
right or interest therein in violation of the provision of
GCC Clause 43; and
c) if the Contractor, in the judgment of the Employer has
engaged in corrupt or fraudulent practices, as defined in
GCC Clause 6, in competing for or in executing the Con-
tract.
42.2.2 If the Contractor
a) has abandoned or repudiated the Contract;
b) has without valid reason failed to commence work on the
Facilities promptly or has suspended, other than pursu-
ant to GCC Sub-clause 41.2, the progress of Contract
performance for more than 28 days after receiving a writ-
ten instruction from the Employer to proceed;
c) persistently fails to execute the Contract in accordance
with the Contract or persistently neglects to carry out its
obligations under the Contract without just cause;

d) refuses or is unable to provide sufficient materials, ser-
vices or labour to execute and complete the Facilities in
the manner specified in the program furnished under
GCC Sub-clause 18.2 at rates of progress that give rea-
sonable assurance to the Employer that the Contractor
can attain Completion of the Facilities by the Time for
Completion as extended;
then the Employer may, without prejudice to any other rights it
may possess under the Contract, give a notice to the Contrac-
tor, stating the nature of the default and requiring the Contrac-
tor to remedy the same. If the Contractor fails to remedy or to
take steps to remedy the same within 14 days of its receipt of
such notice, then the Employer may terminate the Contract
forthwith by giving a notice of termination to the Contractor that
refers to this GCC Sub-clause 42.2.
42.2.3 Upon receipt of the notice of termination under GCC Subclaus-
es 42.2.1 or 42.2.2, the Contractor shall, either immediately or
upon such date as is specified in the notice of termination,
a) cease all further work, except for such work as the Em-
ployer may specify in the notice of termination for the
sole purpose of protecting that part of the Facilities al-
ready executed, or any work required to leave the Site in
a clean and safe condition;
to the Employer pursuant to paragraph (d) below;
c) deliver to the Employer the parts of the Facilities execut-
ed by the Contractor up to the date of termination;
d) to the extent legally possible, assign to the Employer all
right, title and benefit of the Contractor to the Facilities
and to the Plant as of the date of termination, and, as
may be required by the Employer, in any subcontracts
concluded between the Contractor and its Subcontrac-
tors; and
e) deliver to the Employer all drawings, specifications and
other documents prepared by the Contractor or its Sub-
contractors as of the date of termination in connection
with the Facilities.
42.2.4 The Employer may enter upon the Site, expel the Contractor,
and complete the Facilities itself or by employing any third par-
ty. The Employer may, to the exclusion of any right of the Con-
tractor over the same, take over and use with the payment of a
fair rental rate to the Contractor, with all the maintenance costs
to the account of the Employer and with an indemnification by
the Employer for all liability including damage or injury to per-
sons arising out of the Employer's use of such equipment, any
Contractor's Equipment owned by the Contractor and on the
Site in connection with the Facilities for such reasonable period

as the Employer considers expedient for the supply and instal-
lation of the Facilities.
Upon completion of the Facilities or at such earlier date as the
Employer thinks appropriate, the Employer shall give notice to
the Contractor that such Contractor's Equipment will be re-
turned to the Contractor at or near the Site and shall return
such Contractor's Equipment to the Contractor in accordance
with such notice. The Contractor shall thereafter without delay
and at its cost remove or arrange removal of the same from the
Site.
42.2.5 Subject to GCC Sub-clause 42.2.6, the Contractor shall be en-
titled to be paid the Contract Price attributable to the Facilities
executed as of the date of termination, the value of any unused
or partially used Plant on the Site, and the costs, if any, in-
curred in protecting the Facilities and in leaving the Site in a
clean and safe condition pursuant to paragraph (a) of GCC
Subclause 42.2.3. Any sums due the Employer from the Con-
tractor accruing prior to the date of termination shall be de-
ducted from the amount to be paid to the Contractor under this
Contract.
42.2.6 If the Employer completes the Facilities, the cost of completing
the Facilities by the Employer shall be determined.
If the sum that the Contractor is entitled to be paid, pursuant to
GCC Sub-clause 42.2.5, plus the reasonable costs incurred by
the Employer in completing the Facilities, exceeds the Contract
Price, the Contractor shall be liable for such excess.
If such excess is greater than the sums due the Contractor un-
der GCC Sub-clause 42.2.5, the Contractor shall pay the bal-
ance to the Employer, and if such excess is less than the sums
due the Contractor under GCC Sub-clause 42.2.5, the Em-
ployer shall pay the balance to the Contractor.
The Employer and the Contractor shall agree, in writing, on the
computation described above and the manner in which any
sums shall be paid.
42.3 Termination by Contractor
42.3.1 If
a) the Employer has failed to pay the Contractor any sum due un-
der the Contract within the specified period, has failed to ap-
prove any invoice or supporting documents without just cause
pursuant to the Appendix (Terms and Procedures of Payment)
to the Contract Agreement, or commits a substantial breach of
the Contract, the Contractor may give a notice to the Employer
that requires payment of such sum, with interest thereon as
stipulated in GCC Sub-clause 12.3, requires approval of such
invoice or supporting documents, or specifies the breach and
requires the Employer to remedy the same, as the case may
be. If the Employer fails to pay such sum together with such in-
terest, fails to approve such invoice or supporting documents
or give its reasons for withholding such approval, fails to reme-
dy the breach or take steps to remedy the breach within 14
days after receipt of the Contractor's notice; or
b) the Contractor is unable to carry out any of its obligations un-
der the Contract for any reason attributable to the Employer,
including but not limited to the Employer's failure to provide
possession of or access to the Site or other areas or failure to
obtain any governmental permit necessary for the execution
and/or completion of the Facilities;
then the Contractor may give a notice to the Employer thereof,
and if the Employer has failed to pay the outstanding sum, to
approve the invoice or supporting documents, to give its rea-
sons for withholding such approval, or to remedy the breach
within 28 days of such notice, or if the Contractor is still unable
to carry out any of its obligations under the Contract for any
reason attributable to the Employer within 28 days of the said
notice, the Contractor may by a further notice to the Employer
referring to this GCC Sub-clause 42.3.1, forthwith terminate the
Contract.
42.3.2 The Contractor may terminate the Contract forthwith by giving a
notice to the Employer to that effect, referring to this GCC Sub-
clause 42.3.2, if the Employer becomes bankrupt or insolvent,
has a receiving order issued against it, compounds with its
creditors, or, being a corporation, if a resolution is passed or
order is made for its winding up (other than a voluntary liquida-
tion for the purposes of amalgamation or reconstruction), a re-
ceiver is appointed over any part of its undertaking or assets, or
if the Employer takes or suffers any other analogous action in
consequence of debt.
42.3.3 If the Contract is terminated under GCC Sub-clauses 42.3.1 or
42.3.2, then the Contractor shall immediately
a) cease all further work, except for such work as may be
necessary for the purpose of protecting that part of the
Facilities already executed, or any work required to leave
the Site in a clean and safe condition;
to the Employer pursuant to paragraph (d) (ii);
c) remove all Contractor's Equipment from the Site and re-
patriate the Contractor's and its Subcontractors' person-
nel from the Site; and
d) subject to the payment specified in GCC Sub-clause
42.3.4,
i) deliver to the Employer the parts of the Facilities
executed by the Contractor up to the date of ter-
mination;
ii) to the extent legally possible, assign to the Em-

ployer all right, title and benefit of the Contractor to
the Facilities and to the Plant as of the date of
termination, and, as may be required by the Em-
ployer, in any subcontracts concluded between the
Contractor and its Subcontractors; and
iii) deliver to the Employer all drawings, specifications
and other documents prepared by the Contractor
or its Subcontractors as of the date of termination
in connection with the Facilities.
42.3.4 If the Contract is terminated under GCC Sub-clauses 42.3.1 or
42.3.2, the Employer shall pay to the Contractor all payments
specified in GCC Subclause42.1.3, and reasonable compensa-
tion for all loss, except for loss of profit, or damage sustained
by the Contractor arising out of, in connection with or in conse-
quence of such termination.
42.3.5 Termination by the Contractor pursuant to this GCC Sub-
clause 42.3 is without prejudice to any other rights or remedies
of the Contractor that may be exercised in lieu of or in addition
to rights conferred by GCC Sub-clause 42.3.
42.4 In this GCC Clause 42, the expression "Facilities executed" shall in-
clude all work executed, Installation Services provided, and all Plant
acquired, or subject to a legally binding obligation to purchase, by the
Contractor and used or intended to be used for the purpose of the
Facilities, up to and including the date of termination.
42.5 In this GCC Clause 42, in calculating any monies due from the Em-
ployer to the Contractor, account shall be taken of any sum previous-
ly paid by the Employer to the Contractor under the Contract, includ-
ing any advance payment paid pursuant to the Appendix (Terms and
Procedures of Payment) to the Contract Agreement.
43. Assignment 43.1 Neither the Employer nor the Contractor shall, without the express
prior written consent of the other party which consent shall not be un-
reasonably withheld, assign to any third party the Contract or any part
thereof, or any right, benefit, obligation or interest therein or thereun-
der, except that the Contractor shall be entitled to assign either abso-
lutely or by way of charge any monies due and payable to it or that
may become due and payable to it under the Contract.
I. Claims, Disputes, and Arbitration

44. Contractor's 44.1 If the Contractor considers himself to be entitled to any extension of
Claims the Time for Completion and/or any additional payment, under any
Clause of these Conditions or otherwise in connection with the Con-
tract, the Contractor shall submit a notice to the Project Manager, de-
scribing the event or circumstance giving rise to the claim. The notice
shall be given as soon as practicable, and not later than 28 days after
the Contractor became aware, or should have become aware, of the
event or circumstance.
If the Contractor fails to give notice of a claim within such period of 28
days, the Time for Completion shall not be extended, the Contractor
shall not be entitled to additional payment, and the Employer shall be
discharged from all liability in connection with the claim. Otherwise,
the following provisions of this Sub-clause shall apply.
The Contractor shall also submit any other notices, which are re-
quired by the Contract, and supporting particulars for the claim, all as
relevant to such event or circumstance.
The Contractor shall keep such contemporary records as may be
necessary to substantiate any claim, either on the Site or at another
location acceptable to the Project Manager. Without admitting the
Employer's liability, the Project Manager may, after receiving any no-
tice under this Sub-clause, monitor the record keeping and/or instruct
the Contractor to keep further contemporary records. The Contractor
shall permit the Project Manager to inspect all these records, and
shall (if instructed) submit copies to the Project Manager.
Within 42 days after the Contractor became aware (or should have
become aware) of the event or circumstance giving rise to the claim,
or within such other period as may be proposed by the Contractor
and approved by the Project Manager, the Contractor shall send to
the Project Manager a fully detailed claim, which includes full support-
ing particulars of the basis of the claim and of the extension of time
and/or additional payment claimed. If the event or circumstance giv-
ing rise to the claim has a continuing effect,
a. this fully detailed claim shall be considered as interim;
b. the Contractor shall send further interim claims at monthly in-
tervals, giving the accumulated delay and/or amount claimed,
and such further particulars as the Project Manager may rea-
sonably require; and
c. the Contractor shall send a final claim within 28 days after the
end of the effects resulting from the event or circumstance, or
within such other period as may be proposed by the Contractor
and approved by the Project Manager.
Within 42 days after receiving a claim or any further particulars sup-
porting a previous claim, or within such other period as may be pro-
posed by the Project Manager and approved by the Contractor, the
Project Manager shall respond with approval, or with disapproval and

detailed comments. He may also request any necessary further par-
ticulars, but shall nevertheless give his response on the principles of
the claim within such time.
Each payment certificate shall include such amounts for any claim as
have been reasonably substantiated as due under the relevant provi-
sion of the Contract. Unless and until the particulars supplied are suf-
ficient to substantiate the whole of the claim, the Contractor shall only
be entitled to payment for such part of the claim as he has been able
to substantiate.
The Project Manager shall agree with the Contractor or estimate: (i)
the extension (if any) of the Time for Completion (before or after its
expiry) in accordance with GCC Clause 40, and/or (ii) the additional
payment (if any) to which the Contractor is entitled under the Con-
tract.
The requirements of this Sub-clause are in addition to those of any
other Sub-clause, which may apply to a claim. If the Contractor fails
to comply with this or another Sub-clause in relation to any claim, any
extension of time and/or additional payment shall take account of the
extent (if any) to which the failure has prevented or prejudiced proper
investigation of the claim, unless the claim is excluded under the sec-
ond paragraph of this Sub-clause.
In the event that the Contractor and the Employer cannot agree on
any matter relating to a claim, either party may refer the matter to the
Dispute Board pursuant to GCC 45 hereof.
45. Disputes and 45.1 Appointment of the Dispute Board
Arbitration
Disputes shall be referred to a Dispute Board for decision in accord-
ance with GCC Sub-clause 45.3. The Parties shall appoint a Dispute
Board by the date stated in the SCC.
The Dispute Board shall comprise, as stated in the SCC, either one
or three suitably qualified persons ("the members"), each of whom
shall be fluent in the language for communication defined in the Con-
tract and shall be a professional experienced in the type of activities
involved in the performance of the Contract and with the interpreta-
tion of contractual documents. If the number is not so stated and the
Parties do not agree otherwise, the Dispute Board shall comprise
three persons, one of whom shall serve as chairman.
If the Parties have not jointly appointed the Dispute Board 21 days
before the date stated in the SCC and the Dispute Board is to com-
prise three persons, each Party shall nominate one member for the
approval of the other Party. The first two members shall recommend
and the Parties shall agree upon the third member, who shall act as
chairman.
However, if a list of potential members is included in the SCC, the
members shall be selected from those on the list, other than anyone
who is unable or unwilling to accept appointment to the Dispute
Board.
The agreement between the Parties and either the sole member or
each of the three members shall incorporate by reference the Gen-
eral Conditions of Dispute Board Agreement contained in the Appen-
dix to these General Conditions, with such amendments as are
agreed between them.
The terms of the remuneration of either the sole member or each of
the three members, including the remuneration of any expert whom
the Dispute Board consults, shall be mutually agreed upon by the
Parties when agreeing the terms of appointment of the member or
such expert (as the case may be). Each Party shall be responsible for
paying one-half of this remuneration.
If a member declines to act or is unable to act as a result of death,
disability, resignation or termination of appointment, a replacement
shall be appointed in the same manner as the replaced person was
required to have been nominated or agreed upon, as described in this
Sub-clause.
The appointment of any member may be terminated by mutual
agreement of both Parties, but not by the Employer or the Contractor
acting alone. Unless otherwise agreed by both Parties, the appoint-
ment of the Dispute Board (including each member) shall expire
when the Operational Acceptance Certificate has been issued in ac-
cordance with GCC Clause 25.3.
45.2 Failure to Agree Dispute Board
If any of the following conditions apply, namely:
a. the Parties fail to agree upon the appointment of the sole mem-
ber of the Dispute Board by the date stated in the first para-
graph of GCC Sub-clause 45.1;
b. either Party fails to nominate a member (for approval by the
other Party) of a Dispute Board of three persons by such date;
c. the Parties fail to agree upon the appointment of the third
member (to act as chairman) of the Dispute Board by such
date; or
d. the Parties fail to agree upon the appointment of a replacement
person within 42 days after the date on which the sole member
or one of the three members declines to act or is unable to act
as a result of death, disability, resignation, or termination of ap-
pointment;
then the appointing entity or official named in the SCC shall, upon the
request of either or both of the Parties and after due consultation with
both Parties, appoint this member of the Dispute Board. This ap-
pointment shall be final and conclusive. Each Party shall be responsi-
ble for paying one-half of the remuneration of the appointing entity or
official.
45.3 Obtaining Dispute Board's Decision
If a dispute (of any kind whatsoever) arises between the Parties in
connection with the performance of the Contract, including any dis-
pute as to any certificate, determination, instruction, opinion or valua-

tion of the Project Manager, either Party may refer the dispute in writ-
ing to the Dispute Board for its decision, with copies to the other Party
and the Project Manager. Such reference shall state that it is given
under this Sub-clause.
For a Dispute Board of three persons, the Dispute Board shall be
deemed to have received such reference on the date when it is re-
ceived by the chairman of the Dispute Board.
Both Parties shall promptly make available to the Dispute Board all
such additional information, further access to the Site, and appropri-
ate facilities, as the Dispute Board may require for the purposes of
making a decision on such dispute. The Dispute Board shall be
deemed to be not acting as arbitrator(s).
Within 84 days after receiving such reference, or within such other
period as may be proposed by the Dispute Board and approved by
both Parties, the Dispute Board shall give its decision, which shall be
reasoned and shall state that it is given under this Sub-clause. The
decision shall be binding on both Parties, who shall promptly give ef-
fect to it unless and until it shall be revised in an amicable settlement
or an arbitral award as described below. Unless the Contract has al-
ready been abandoned, repudiated or terminated, the Contractor
shall continue to proceed with the performance of the Facilities in ac-
cordance with the Contract.
If either Party is dissatisfied with the Dispute Board's decision, then
either Party may, within 28 days after receiving the decision, give no-
tice to the other Party of its dissatisfaction and intention to commence
arbitration. If the Dispute Board fails to give its decision within the pe-
riod of 84 days (or as otherwise approved) after receiving such refer-
ence, then either Party may, within 28 days after this period has ex-
pired, give notice to the other Party of its dissatisfaction and intention
to commence arbitration.
In either event, this notice of dissatisfaction shall state that it is given
under this Sub-clause, and shall set out the matter in dispute and the
reason(s) for dissatisfaction. Except as stated in GCC Sub-clauses
45.6 and 45.7, neither Party shall be entitled to commence arbitration
of a dispute unless a notice of dissatisfaction has been given in ac-
cordance with this Sub-clause.
If the Dispute Board has given its decision as to a matter in dispute to
both Parties, and no notice of dissatisfaction has been given by either
Party within 28 days after it received the Dispute Board's decision,
then the decision shall become final and binding upon both Parties.
45.4 Amicable Settlement
Where notice of dissatisfaction has been given under GCC Sub-
clause 45.3 above, both Parties shall attempt to settle the dispute
amicably before the commencement of arbitration. However, unless
both Parties agree otherwise, arbitration may be commenced on or
after the fifty-sixth day after the day on which notice of dissatisfaction
and intention to commence arbitration was given, even if no attempt

at amicable settlement has been made.
45.5 Arbitration
Unless settled amicably, any dispute in respect of which the Dispute
Board's decision (if any) has not become final and binding shall be fi-
nally settled by international arbitration. Unless otherwise agreed by
both Parties,
a) arbitration proceedings shall be conducted as stated in the
Special Conditions;
b) if no arbitration proceedings is so stated, the dispute shall be fi-
nally settled by institutional arbitration under the Rules of Arbi-
tration of the International Chamber of Commerce;
c) the dispute shall be settled by three arbitrators; and
d) the arbitration shall be conducted in the language for communi-
cations defined in GCC Sub-clause 5.3.
The arbitrator(s) shall have full power to open up, review and revise
any certificate, determination, instruction, opinion or valuation of the
Project Manager, and any decision of the Dispute Board, relevant to
the dispute. Nothing shall disqualify the Project Manager from being
called as a witness and giving evidence before the arbitrator(s) on any
matter whatsoever relevant to the dispute.
Neither Party shall be limited in the proceedings before the arbitra-
tor(s) to the evidence or arguments previously put before the Dispute
Board to obtain its decision, or to the reasons for dissatisfaction given
in its notice of dissatisfaction. Any decision of the Dispute Board shall
be admissible in evidence in the arbitration.
Arbitration may be commenced prior to or after completion of the
Works. The obligations of the Parties, the Project Manager and the
Dispute Board shall not be altered by reason of any arbitration being
conducted during the progress of the Works.
45.6 Failure to Comply with Dispute Board's Decision
In the event that a Party fails to comply with a Dispute Board decision
which has become final and binding, then the other Party may, with-
out prejudice to any other rights it may have, refer the failure itself to
arbitration under GCC Subclause 45.5. GCC Subclauses 45.3 and
45.4 shall not apply to this reference.
45.7 Expiry of Dispute Board's Appointment
If a dispute arises between the Parties in connection with the perfor-
mance of the Contract, and there is no Dispute Board in place, wheth-
er by reason of the expiry of the Dispute Board's appointment or oth-
erwise,
a) GCC Subclauses 45.3 and 45.4 shall not apply, and
b) the dispute may be referred directly to arbitration under GCC
Subclause 45.5.
APPENDIX A - GENERAL CONDITIONS OF

DISPUTE BOARD AGREEMENT
1. Definitions
Each "Dispute Board Agreement" is a tripartite agreement by and between
a. the "Employer";
b. the "Contractor"; and
c. the "Member" who is defined in the Dispute Board Agreement as being
i) the sole member of the "Dispute Board" and, where this is the case, all references to the
"Other Members" do not apply; or
ii) one of the three persons who are jointly called the "Dispute Board" and, where this is the
case, the other two persons are called the "Other Members".
The Employer and the Contractor have entered (or intend to enter) into a contract, which is called the
"Contract" and is defined in the Dispute Board Agreement, which incorporates this Appendix. In the
Dispute Board Agreement, words and expressions which are not otherwise defined shall have the
meanings assigned to them in the Contract.
2. General Provisions
Unless otherwise stated in the Dispute Board Agreement, it shall take effect on the latest of the follow-
ing dates:
a) the Commencement Date defined in the Contract;
b) when the Employer, the Contractor and the Member have each signed the Dispute Board
Agreement; or
c) when the Employer, the Contractor and each of the Other Members (if any) have respectively
each signed a dispute board agreement.
This employment of the Member is a personal appointment. At any time, the Member may give not
less than 70 days' notice of resignation to the Employer and to the Contractor, and the Dispute Board
Agreement shall terminate upon the expiry of this period.
3. Warranties
The Member warrants and agrees that he/she is and shall be impartial and independent of the Em-
ployer, the Contractor and the Project Manager. The Member shall promptly disclose, to each of them
and to the Other Members (if any), any fact or circumstance which might appear inconsistent with
his/her warranty and agreement of impartiality and independence.
When appointing the Member, the Employer and the Contractor relied upon the Member's representa-
tions that he/she is
a) experienced in the work, which the Contractor is to carry out under the Contract,
b) experienced in the interpretation of contract documentation, and
c) fluent in the language for communications defined in the Contract.
4. General Obligations of the Member

The Member shall
a) have no interest financial or otherwise in the Employer, the Contractor or the Project Manager,
nor any financial interest in the Contract except for payment under the Dispute Board Agree-
ment;
b) not previously have been employed as a consultant or otherwise by the Employer, the Contrac-
tor, or the Project Manager, except in such circumstances as were disclosed in writing to the
Employer and the Contractor before they signed the Dispute Board Agreement;
c) have disclosed in writing to the Employer, the Contractor, and the Other Members (if any), be-
fore entering into the Dispute Board Agreement and to his/her best knowledge and recollection,
any professional or personal relationships with any director, officer, or employee of the Employ-
er, the Contractor, or the Project Manager, and any previous involvement in the overall project
of which the Contract forms part;
d) not, for the duration of the Dispute Board Agreement, be employed as a consultant or otherwise
by the Employer, the Contractor, or the Project Manager, except as may be agreed in writing by
the Employer, the Contractor, and the Other Members (if any);
e) comply with the annexed procedural rules and with GCC Subclause 45.3;
f) not give advice to the Employer, the Contractor, the Employer's Personnel, or the Contractor's
Personnel concerning the conduct of the Contract, other than in accordance with the annexed
procedural rules;
g) not while a Member enter into discussions or make any agreement with the Employer, the Con-
tractor, or the Project Manager regarding employment by any of them, whether as a consultant
or otherwise, after ceasing to act under the Dispute Board Agreement;
h) ensure his/her availability for all site visits and hearings as are necessary;
i) become conversant with the Contract and with the progress of the Facilities (and of any other
parts of the project of which the Contract forms part) by studying all documents received, which
shall be maintained in a current working file;
j) treat the details of the Contract and all the Dispute Board's activities and hearings as private
and confidential, and not publish or disclose them without the prior written consent of the Em-
ployer, the Contractor, and the Other Members (if any); and
k) be available to give advice and opinions on any matter relevant to the Contract when requested
by both the Employer and the Contractor, subject to the agreement of the Other Members (if
any).
5. General Obligations of the Employer and

the Contractor
The Employer, the Contractor, the Employer's Personnel and the Contractor'sPersonnel shall not re-
quest advice from or consultation with the Member regarding theContract, otherwise than in the nor-
mal course of the Dispute Board's activities under the Contract and the Dispute Board Agreement. The
Employer and the Contractor shall be responsible for compliance with this provision, by the Employer's
Personnel and the Contractor's Personnel respectively.
The Employer and the Contractor undertake to each other and to the Member that the Member shall
not, except as otherwise agreed in writing by the Employer, the Contractor, the Member and the Other
Members (if any)
a) be appointed as an arbitrator in any arbitration under the Contract;
b) be called as a witness to give evidence concerning any dispute before arbitrator(s) appointed
for any arbitration under the Contract; or
c) be liable for any claims for anything done or omitted in the discharge or purported discharge of
the Member's functions, unless the act or omission is shown to have been in bad faith.
The Employer and the Contractor hereby jointly and severally indemnify and hold the Member harm-
less against and from claims from which he is relieved from liability under the preceding paragraph.
Whenever the Employer or the Contractor refers a dispute to the Dispute Board under GCC Sub-
clause 45.3, which will require the Member to make a site visit and attend a hearing, the Employer or
the Contractor shall provide appropriate security for a sum equivalent to the reasonable expenses to
be incurred by the Member. No account shall be taken of any other payments due or paid to the Mem-
ber.
6. Payment
The Member shall be paid as follows, in the currency named in the Dispute Board Agreement:
a) a retainer fee per calendar month, which shall be considered as payment in full for
i) being available on 28 days' notice for all site visits and hearings;
ii) becoming and remaining conversant with all project developments and maintaining rele-
vant files;
iii) all office and overhead expenses including secretarial services, photocopying and office
supplies incurred in connection with his duties; and
iv) all services performed hereunder except those referred to in sub-paragraphs (b) and (c)
of this Clause.
The retainer fee shall be paid with effect from the last day of the calendar month in which the
Dispute Board Agreement becomes effective; until the last day of the calendar month in which
the Taking-Over Certificate is issued for the whole of the Works.
With effect from the first day of the calendar month following the month in which Taking-Over
Certificate is issued for the whole of the Works, the retainer fee shall be reduced by one-third.
This reduced fee shall be paid until the first day of the calendar month in which the Member re-
signs or the Dispute Board Agreement is otherwise terminated.
b) a daily fee, which shall be considered as payment in full for

i) each day or part of a day up to a maximum of 2 days' travel time in each direction for the
journey between the Member's home and the site, or another location of a meeting with
the Other Members (if any);
ii) each working day on site visits, hearings, or preparing decisions; and
iii) each day spent reading submissions in preparation for a hearing.
c) all reasonable expenses, including necessary travel expenses (air fare in less than first class,
hotel and subsistence and other direct travel expenses) incurred in connection with the Mem-
ber's duties, as well as the cost of telephone calls, courier charges, facsimiles, and telexes, and
use of the internet: a receipt shall be required for each item in excess of 5% of the daily fee re-
ferred to in sub-paragraph (b) of this Clause;
d) any taxes properly levied in the Country on payments made to the Member (unless a national or
permanent resident of the Country) under this Clause 6.
The retainer and daily fees shall be as specified in the Dispute Board Agreement. Unless it
specifies otherwise, these fees shall remain fixed for the first 24 calendar months, and shall
thereafter be adjusted by agreement between the Employer, the Contractor and the Member, at
each anniversary of the date on which the Dispute Board Agreement became effective.
If the parties fail to agree on the retainer fee or the daily fee, the appointing entity or official
named in the SCC shall determine the amount of the fees to be used.
The Member shall submit invoices for payment of the monthly retainer and airfares quarterly in
advance. Invoices for other expenses and for daily fees shall be submitted following the conclu-
sion of a site visit or hearing. All invoices shall be accompanied by a brief description of activi-
ties performed during the relevant period and shall be addressed to the Contractor.
The Contractor shall pay each of the Member's invoices in full within 56 calendar days after re-
ceiving each invoice and shall apply to the Employer (in the Statements under the Contract) for
reimbursement of one-half of the amounts of these invoices. The Employer shall then pay the
Contractor in accordance with the Contract.
If the Contractor fails to pay to the Member the amount to which he/she is entitled under the
Dispute Board Agreement, the Employer shall pay the amount due to the Member and any oth-
er amount which may be required to maintain the operation of the Dispute Board; and without
prejudice to the Employer's rights or remedies. In addition to all other rights arising from this de-
fault, the Employer shall be entitled to reimbursement of all sums paid in excess of one-half of
these payments, plus all costs of recovering these sums and financing charges calculated at the
rate specified in accordance with GCC Subclause 12.3.
If the Member does not receive payment of the amount due within 70 days after submitting a
valid invoice, the Member may (i) suspend his/her services (without notice) until the payment is
received, and/or (ii) resign his/her appointment by giving notice under Clause 7.
7. Termination
At any time: (i) the Employer and the Contractor may jointly terminate the Dispute Board Agreement
by giving 42 days' notice to the Member, or (ii) the Member may resign as provided for in Clause 2.
If the Member fails to comply with the Dispute Board Agreement, the Employer and the Contractor
may, without prejudice to their other rights, terminate it by notice to the Member. The notice shall take
effect when received by the Member.
If the Employer or the Contractor fails to comply with the Dispute Board Agreement, the Member may,
without prejudice to his other rights, terminate it by notice to the Employer and the Contractor. The no-
tice shall take effect when received by them both.
Any such notice, resignation and termination shall be final and binding on the Employer, the Contrac-
tor and the Member. However, a notice by the Employer or the Contractor, but not by both, shall be of
no effect.
8. Default of the Member

If the Member fails to comply with any of his obligations under Clause 4 concerning his impartiality or
independence in relation to the Employer or the Contractor, he/she shall not be entitled to any fees or
expenses hereunder and shall, without prejudice to their other rights, reimburse each of the Employer
and the Contractor for any fees and expenses received by the Member and the Other Members (if
any), for proceedings or decisions (if any) of the Dispute Board which are rendered void or ineffective
by the said failure to comply.
9. Disputes
Any dispute or claim arising out of or in connection with this Dispute Board Agreement, or the breach,
termination or invalidity thereof, shall be finally settled by institutional arbitration. If no other arbitration
institute is agreed, the arbitration shall be conducted under the Rules of Arbitration of the International
Chamber of Commerce by one arbitrator appointed in accordance with these Rules of Arbitration.
Annex - Dispute Board Guidelines

1. Unless otherwise agreed by the Employer and the Contractor, the Dispute Board shall visit the
site at intervals of not more than 140 days, including times of critical construction events, at the
request of either the Employer or the Contractor. Unless otherwise agreed by the Employer, the
Contractor, and the Dispute Board, the period between consecutive visits shall not be less than
70 days, except as required to convene a hearing as described below.
2. The timing of and agenda for each site visit shall be as agreed jointly by the Dispute Board, the
Employer, and the Contractor, or in the absence of agreement, shall be decided by the Dispute
Board. The purpose of site visits is to enable the Dispute Board to become and remain ac-
quainted with the progress of the Works and of any actual or potential problems or claims, and,
as far as reasonable, to prevent potential problems or claims from becoming disputes.
3. Site visits shall be attended by the Employer, the Contractor, and the Project Manager and shall
be coordinated by the Employer in cooperation with the Contractor. The Employer shall ensure
the provision of appropriate conference facilities and secretarial and copying services. At the
conclusion of each site visit and before leaving the site, the Dispute Board shall prepare a report
on its activities during the visit and shall send copies to the Employer and the Contractor.
4. The Employer and the Contractor shall furnish to the Dispute Board one copy of all documents
which the Dispute Board may request, including Contract documents, progress reports, varia-
tion instructions, certificates, and other documents pertinent to the performance of the Contract.
All communications between the Dispute Board and the Employer or the Contractor shall be
copied to the other Party. If the Dispute Board comprises three persons, the Employer and the
Contractor shall send copies of these requested documents and these communications to each
of these persons.
5. If any dispute is referred to the Dispute Board in accordance with GCCSubclause 45.3, the Dis-
pute Board shall proceed in accordance with GCC Subclause 45.3 and these Guidelines. Sub-
ject to the time allowed to give notice of a decision and other relevant factors, the Dispute Board
shall
a) act fairly and impartially as between the Employer and the Contractor, giving each of
them a reasonable opportunity of putting his case and responding to the other's case; and
b) adopt procedures suitable to the dispute, avoiding unnecessary delay or expense.
6. The Dispute Board may conduct a hearing on the dispute, in which event it will decide on the
date and place for the hearing and may request that written documentation and arguments from
the Employer and the Contractor be presented to it prior to or at the hearing.
7. Except as otherwise agreed in writing by the Employer and the Contractor, the Dispute Board
shall have power to adopt an inquisitorial procedure, to refuse admission to hearings or audi-
ence at hearings to any persons other than representatives of the Employer, the Contractor,
and the Project Manager, and to proceed in the absence of any party who the Dispute Board is
satisfied received notice of the hearing; but shall have discretion to decide whether and to what
extent this power may be exercised.
8. The Employer and the Contractor empower the Dispute Board, among other things, to
a) establish the procedure to be applied in deciding a dispute;
b) decide upon the Dispute Board's own jurisdiction, and as to the scope of any dispute re-
ferred to it;
c) conduct any hearing as it thinks fit, not being bound by any rules or procedures other
than those contained in the Contract and these Guidelines;
d) take the initiative in ascertaining the facts and matters required for a decision;
e) make use of its own specialist knowledge, if any;
f) decide upon the payment of financing charges in accordance with the Contract;
g) decide upon any provisional relief such as interim or conservatory measures;
h) open up, review and revise any certificate, decision, determination, instruction, opinion or
valuation of the Project Manager, relevant to the dispute; and
i) appoint, should the Dispute Board so consider necessary and the Parties agree, a suita-
ble expert at the cost of the Parties to give advice on a specific matter relevant to the dis-
pute.
9. The Dispute Board shall not express any opinions during any hearing concerning the merits of
any arguments advanced by the Parties. Thereafter, the Dispute Board shall make and give its
decision in accordance with GCCSubclause 45.3, or as otherwise agreed by the Employer and
the Contractor in writing. If the Dispute Board comprises three persons
a) it shall convene in private after a hearing, in order to have discussions and prepare its
decision;
b) it shall endeavour to reach a unanimous decision: if this proves impossible the applicable
decision shall be made by a majority of the Members, who may require the minority
Member to prepare a written report for submission to the Employer and the Contractor;
and
c) if a Member fails to attend a meeting or hearing, or to fulfil any required function, the oth-
er two Members may nevertheless proceed to make a decision, unless
i) either the Employer or the Contractor does not agree that they do so, or
ii) the absent Member is the chairman and he/she instructs the other Members to not
make a decision.
Section 8: Special Conditions of Contract
Section 8
Special Conditions of Contract
The following Special Conditions of Contract (SCC) shall supplement the General Conditions of Con-
tract (GCC). Whenever there is a conflict, the provisions herein shall prevail over those in the GCC.
The clause number of the SCC is the corresponding clause number of the GCC.
Section 8: Special Conditions of Contract
1. Definitions 8-1
5. Law and Language 8-2
7. Scope of Facilities 8-2
8. Time for Commencement and Completion 8-3
9. Contractor's Responsibilities 8-3
10. Employer's Responsibilities 8-4
11. Contract Price 8-5
13. Securities 8-5
15. License/Use of Technical Information 8-8
17. License Execution of the Facilities 8-8
18. Work Program 8-9
19. Subcontracting 8-9
20. Design and Engineering 8-9
21. Procurement 8-11
22. Installation 8-11
23. Test and Inspection 8-13
25. Commissioning and Operational Acceptance 8-14
26. Completion Time Guarantee 8-19
30. Limitation of Liability 8-20
34. Insurance 8-20
37. Force Majeure 8-20
39. Change in the Facilities 8-21
45. Disputes and Arbitration 8-22
Section 8: Special Conditions of Contract Page 8-1
1. Definitions
Following definitions are supplemented as below:
The Employer is:
Power Grid Company of Bangladesh Limited (PGCB)
Registered Office:
Red Crescent Concord Tower

17, Mohakhali Commercial Area (6th floor)
Dhaka-1212, Bangladesh
Head Office:

Aftab Nagar, Badda, Dhaka-1212
Country: Bangladesh.
Tel: +88 02 550467 31-35
Fax: +88 02 55046722
The Project Manager is:
Superintending Engineer,
Optical Fiber Commercial Networking (OFCN),
Power Grid Company of Bangladesh Limited.
Aftab Nagar, Badda, Dhaka-1212
Tel: +88 02 550467 31-35
Fax: +88 02 55046722
Email: se-ofcn@pgcb.org.bd; se-ofcn@pgcb.gov.bd;
The Bank is: Not used.
Country of Origin:
All countries as indicated in Section 5 - Eligible Countries.
''Completion'', ''Tight and clear condition'':

"Completion" means that the Facilities (or a specific part thereof where specific parts are speci-
fied in the Contract) have been completed operationally and structurally and put in a ''tight and
clean condition'' (meaning that all wastes and equipment have been removed from con-
struction sites and camp areas, all areas which have been temporarily used by the pro-
ject have been restored to the original conditions, all payments for compensation of all
damages have been completed, all potential soil and water contaminations have been
cleaned to the satisfaction of the authorities and the bank, generally potential environ-
mental liabilities have to be transferred to the operator), that all work in respect of Pre-
commissioning of the Facilities or such specific part thereof has been completed, and that the
Facilities or specific part thereof are ready for Commissioning as provided in GCC Clause 24
(Completion) hereof.
"Deed of Agreement" means "Contract Agreement"
“Guarantee Test(s)” means the testing and commissioning of the Facilities.
“Effective Date” means the date of signing of the contract.
“Commissioning” means operation of the Facilities or any part thereof by the Contractor as specified in
the Technical Specifications, which operation is to be carried out by the Contractor as provided in GC
Clause 24 hereof, for the purpose of carrying out Trial-run for specified period mentioned in GC
Clause 24.
5. Law and Language

5.1 The Contract shall be interpreted in accordance with the laws of:
The Peoples Republic of Bangladesh
5.2 The ruling language is:
English
5.3 The language for communications is:
English
7. Scope of Facilities
7.3 Replacing Clause 7.3
The supply of Mandatory Spares Parts, if any, shall be included in the Contract. Beside the
aforesaid Mandatory Spares parts, the Contractor shall ensure the availability of spare parts re-
quired for the operation and maintenance of the Facilities by the Employer for a minimum period
of 8 (Eight) years from Taking Over/Completion of the Facilities by the Employer. However, in
the event of that any equipment/component is declared to be withdrawn from production, Con-
tractor shall ensure the availability of spare parts for the supplied items for a minimum period of
1 year from the date of withdrawal from production or 8 years from Taking Over/Completion of
the Facilities by the Employer, whichever is greater, however, not exceeding overall period of 8
years from Taking Over/Completion of the Facilities by the Employer. For balance of the period,
if any, up to 10 years from Taking Over/Completion of the Facilities by Employer, Contractor

shall ensure that functionally equivalent hardware is available which is compatible with all soft-
ware delivered with the system. If Employer chooses to purchase from the Contractor said func-
tionally equivalent hardware, any software modifications necessary to maintain complete func-
tional compatibility with all software delivered by Contractor shall be made at no cost to Em-
ployer. In the event, the modified software is not found compatible with functionally equivalent
hardware, the contractor shall make suitable corrections to this modified software and install this
corrected software at no cost to Employer.
If so desired by the Employer, the Contractor shall submit the specifications, price and the terms
and conditions relating to the supply thereof for such spares identified by the Employer with va-
lidity period of 6 months within 30 days of receipt of request from Employer for its consideration
and placement of order.
8. Time for Commencement and Completion

8.1 The Contractor shall commence work on the Facilities within 30 (thirty) days from the effective
date for determining time for completion as specified in the contract agreement.
8.2 The Time for completion of the whole of the facilities shall be 06 (Six) months (Excluding Guar-
antee Period and Post Guarantee Maintenance Support Period) from the effective date as de-
scribed in the contract agreement.
9. Contractor's Responsibilities
A New Clause GC 9.9 is added
The Contractor shall supply any raw materials, utilities, lubricants, chemicals, catalysts,
facilities, services and other matters in an amount sufficient to carry out the pre-
commissioning, commissioning and guarantee tests as prescribed and required in the
Scope of Works under the Contract.
A new Clause 9.10 is added:
. The Contractor, immediately after notification of award, shall provide the Employer free of
charge with 8 (eight) hardcopies of all engineering data, drawings and descriptive materi-
als submitted with the bid, which will form part of the contract.
A new Clause GC 9.11 is added
The contract shall be signed in three originals.
The Contractor will receive one signed original while the Employer will keep the other two
originals.
A new Clause GC 9.12 is added
The Contractor, at his own cost, at within 30 (thirty) days after contract signature, shall
provide the Employer with ten (10) hard copies of the contract document.
10. Employer's Responsibilities

Clause 10.3 is replaced by the following:
10.3. The Employer shall give administrative support to accord permits, approvals and/or li-
censes from local, state or national government authorities or public service undertakings
in the country where the Site is located.
The Contractor shall acquire and pay for all permits, approvals and/or licenses from local,
state or national government authorities or public service undertakings in the country
where the site is located which
(a) such authorities or undertakings require to be obtained in the Employer's name,

(b) are necessary for execution of the contract, including those required for the per-
formance by both the Contractor and the Employer of their respective obligations
under the contract, and
(c) are specified in the appendix (scope of works and supply by the employer) to the
contract agreement.
The cost of acquiring such permits, approvals and/or licenses are deemed to be included
in the contract price.
10.5. The Employer shall provide sufficient, properly qualified operating and maintenance per-
sonnel for pre-commissioning, commissioning and guarantee tests.
The Contractor shall supply any raw materials, utilities, lubricants, chemicals, catalysts,
facilities, services and other matters for pre-commissioning, commissioning and guaran-
tee tests.
The Contractor shall perform pre-commissioning, commissioning and guarantee tests in

accordance with the terms and conditions of the contract.
The representatives of the Employer will witness the tests and certify them accordingly.
10.6. The Employer shall be responsible for the continued operation of the facilities after taking
over in accordance with 24.7.5.
However, the Contractor shall not be relieved from his other obligation/responsibilities as
specified in the contract.
11. Contract Price

11.2 The Contract Price shall be adjusted in accordance with the provisions of Appendix 2 (Price Ad-
justment) to the Contract Agreement, and on the actual quantity of Plant and Installation Ser-
vices completed by the Contractor during the Contract Execution Stage.
Payment will be made on the actual quantity of Plant and Installation Services that will be com-
pleted by the Contractor during the Contract Execution Stage.
13. Securities
Clause 13.2.1 is amended as follows:
The expression "notification of contract award" shall be replaced by "contract signature".
13.3.1 The amount of performance security, as a percentage of the Contract Price for the facility or
for the part of the facility for which a separate time for completion is provided, shall be 10%
of the contract price which will be valid up to sixty (60) days after completion of both 02
(Two) years guarantee period and 03 (Three) years post guarantee maintenance support pe-
riod. However, the performance security shall be replenished as required to be adjusted for
liquidated damage as per sub-clause GC 26.2.
13.3.2 The performance security shall be in the form of a Bank Guarantee issued by a bank ac-
ceptable to the Employer as per form included in Section 6 (Employer’s Requirements, Bank
Guarantees and Certificates).
The following shall be added at the end of Sub-Clause 13.3.2:
The performance security shall be denominated in the types and proportions of the curren-
cies in which the contract price is payable, or in a freely convertible currency acceptable to
the Employer.
The performance security shall be issued from a scheduled bank located in Employer’s
country.
Sub-Clauses 13.3.3 is replaced by the following:
13.3.3 The performance security shall not be reduced on the date of the operational acceptance.
However, if the Defects Liability Period has been extended on any part of the Facilities pur-
suant to Sub-Clause 27.8 hereof, the Contractor shall issue an additional security in an
amount proportionate to the Contract Price of that part.
The security shall be returned to the Contractor immediately after its expiration, provided,
however, that if the Contractor pursuant to Sub-Clause 27.10, is liable for an extended war-
ranty obligation, the performance security shall be extended for the period and up to the
amount specified in the clause 26.
Addition of Sub-Clauses 13.3.4:

The Advance Payment Security and Performance Security are to be provided by the Con-
tractor in the form of ‘Bank Guarantee’ which should be issued by a scheduled bank located
within the Employer’s country.
14. Taxes and Duties

The following paragraphs are added at the end of the Sub-Clause 14.1:
While making payment to the Contractor or instructing the respective bank to effect the pay-
ment to the Contractor, the Employer is entitled to deduct advance income tax (AIT) at source
at applicable rate(s), which is required as per law of the Employer’s country. In the event of
withholding of AIT, the same shall be withheld and deposited to the govt. exchequer in the
credit of Contractor by the Employer as per prevailing law of the Employer’s country and evi-
dence thereof shall be furnished to the Contractor.
The Contractor shall be entirely responsible for payment of all taxes including sales tax or
VAT, stamp duties, licence fees and other such levies imposed inside the Employer's country,
for purchasing any goods or services by them from any supplier(s), which may be required in
the course of supply of all items and services mentioned in this contract.
The Contractor's final payment shall not be released until full compliance of this provision of
the Contract by the Contractor.
Sub-Clause 14.2 is replaced with the following:
a. Notwithstanding GCC Sub-Clauses 14.1 above or wherever, any material import from abroad
under price schedule No.1 shall be considered as the direct import of the Employer and the
Employer shall bear and promptly pay all relevant customs and import duties as well as other
local taxes, e.g., a value added tax (VAT), advance income tax (AIT) and other charges, which
imposed by the law of the country, that are to be incorporated into the facilities.
The Bidder shall quote bid-prices of all items of the price schedules under this contract exclu-
sive of VAT. The items under price schedule No.1 shall be quoted exclusive of customs du-
ties, VAT, AIT and other relevant duties and taxes. If any VAT is applicable for any or all of the
items under this contract, the Employer shall bear and deposit the same to the govt. excheq-
uer as per prevailing law of the Employer’s Country.
The Contractor shall be entirely responsible for payment of all taxes including sales tax or
VAT, stamp duties, licence fees and other such levies imposed outside the Employer's coun-
try.
b. The Employer shall not be responsible for the payment of customs duties and VAT for the
items imported for civil works material specified in Price Schedule No.4.The Contractor shall
be responsible for the payment of customs duties and VAT for the items imported for civil
works material.
c. The Contractor shall, at his cost and expense, secure any work permit, labour permit, tax
clearance, tax exemption certificate and any other authorization, which may be required by the
Government of Bangladesh to permit imported personnel of Contractor and his Subcontractors
to perform their work at site.
d. The Contractor shall be liable to the Employer for customs duties and taxes paid by the Em-
ployer, and for other lawful taxes which may be or may become payable on the Contractor's
equipment, tools and supplies imported for the works and subsequently sold in Bangladesh.
The Contractor has to obtain the permission of the Employer prior to any sale.
e. To obtain the necessary import permits and satisfy the requirements of the customs authori-
ties, the Employer requires the following documentation:
Within 60 days of contract signature, the Contractor shall submit a detailed delivery
schedule of plant he is to provide under the contract, indicating the type of equipment,
name of the Manufacturer and country of origin. Six copies of the schedule have to be
submitted to the Employer.
On behalf of the Government of Bangladesh, the Ministry of Commerce annually issues a

schedule of import-protected items. The Contractor shall be responsible for advising the
Project Manager of any plant he intends to ship under the contract, which is import-
protected. The Project Manager has to receive this advice at least four months before the
plant reaches Bangladesh in order to permit the Employer to obtain the necessary import
permits.
For the shipment of plant, shipping documents need to be distributed as follows:
(i) To the Company Secretary, Power Grid Company of Bangladesh Ltd, PGCB Build-
ing, Jahurul Islam City, Avenue-3, Aftab Nagar, Badda, Dhaka-1212.
1 original plus 10 copies of the invoices endorsed by the Contractor
1 negotiable plus 10 copies of the bill of lading endorsed by the Contractor
1 original plus 10 copies of the insurance certificate
10 copies of packing lists
10 copies of the freight memo
1 original plus 10 copies of the certificate of origin
10 copies of the insurance invoice
10 copies of the application for payment
10 copies of the pre-shipment inspection certificate or waiver thereof
(ii) To the Project Manager:
2 copies of the above documentation
(iii) To the Representative of Project Manager:
2 copies of the above documentation.
f. Import licenses and permits for the plant shall be obtained by the Employer at no cost to the
Contractor. No import and export customs duties levied on food of any sort or personal effects
imported for consumption by the Contractor's imported personnel shall be paid by the Em-
ployer.
g. If, however, after payment of customs and import duties by the Employer, goods are discov-
ered to have arrived in Bangladesh in such a badly damaged condition due to the Contractor's
negligence that they have to be replaced by the contractor, the Contractor will be responsible
for the payment of the customs and import duties levied on all of the replacement of the im-
ported plant and machinery.
h. The Contractor will be responsible for payment of all costs, with the exception of those costs
that are specifically to the account of the Employer as described in SCC 14.2(a), related to
clearances of plant and Contractor's equipment at the port of entry. The Contractor shall per-
form all necessary customs formalities for clearance of materials from the port in consultation
with PGCB.
i. It is the Contractor's responsibility to ensure that all negotiable shipping documentation and all
necessary import information are forwarded to the Employer so the Employer receives them in
Bangladesh at least 14 days prior to the arrival of the ship in the Bangladesh port. Demurrage
and any other charges resulting from the lack of documents or incorrect documentation re-
ceived in Bangladesh shall be to the Contractor's account.
15. License/Use of Technical Information

15.2. The Employer shall be vested with the copyright for all drawings, documents and other materi-
als containing data and information prepared exclusively for the project and directly related to
the project (such as single line diagrams, layouts, line routes, etc.) furnished to the Employer by
the Contractor.
17. License Execution of the Facilities

Clause 17.2.4 is replaced by the following:
17.2.4 From the commencement of installation of the Facilities at the Site until Operational Ac-
ceptance, the Contractor's Representative shall appoint a suitable person as the construction
manager, (hereinafter referred to as "the Construction Manager"). The Construction Manager
shall supervise all work done at the Site by the Contractor and shall be present at the Site
through-out normal working hours except when on leave, sick or absent for reasons connected
with the proper performance of the Contract. Whenever the Construction Manager is absent
from the Site, a suitable person shall be appointed to act as his or her deputy.
18. Work Program

The following text is added at the end of Sub-Clause 18.3:
"(c) monitoring of the obligations in Sub-Clauses 22.2.1, 22.2.3, 22.2.4, 22.2.7(a), 22.2.15,
22.2.16 and 22.9(a) and (b)."
19. Subcontracting
Replacing Sub-Clause GC 19.1
19.1 The Appendix to the Contract Agreement titled List of Major Items of Plant and Installation Ser-
vices and List of Approved Subcontractors, specifies major items of supply or services and a list
of approved Subcontractors against each item, including manufacturers.

The Contractor shall not be required to obtain consent for purchase of Materials for which
the Subcontractor/Manufacturer is named as well as approved in the Contract.

For items or parts of the Facilities not specified in the Appendix to the Contract Agreement ti-
tled List of Major Items of Plant and Installation Services and List of Approved Subcontrac-
tors, the Contractor may employ such Subcontractors subject to written approval of Employ-
er’s Representative.
The following Sub-Clause 19.6 is added:
19.6 The Contractor shall not subcontract the whole of the facility.
20. Design and Engineering

Replacing Sub-Clause GC 20.3.1
The Contractor shall prepare (or cause its Subcontractors to prepare) and furnish to the Pro-
ject Manager the documents listed in Appendix-7 (List of Documents for Approval or Review)
to the Contract Agreement for its approval or review as specified and as in accordance with
the requirements of GC Sub-Clause 18.2 (Program of Performance).
Any part of the Facilities covered by or related to the documents to be approved by the Pro-
ject Manager shall be executed only after the Project Manager's approval thereof.
GC Sub-Clauses 20.3.2 through 20.3.7 shall apply to those documents requiring the Project
Manager's approval, but not to those furnished to the Project Manager for its review only.
GC 20.3.2 The text “fourteen (14) days” is replaced by “twenty-one (21) days”
Replacing Sub-Clause GC 20.3.4
If the Project Manager disapproves the document, the Contractor shall modify the document
and resubmit it for the Project Manager's approval in accordance with GC Sub-Clause
20.3.2. If the Project Manager approves the document subject to modification(s), the Con-
tractor shall make the required modification(s), and upon resubmission with the required
modifications the document shall be deemed to have been approved.
The procedure for submission of the documents by the Contractor and their approval by the
Project Manager shall be discussed and finalized with the Contractor.
The following Sub-Clauses are added after Sub-Clause 20.3.7
20.3.8 Drawings are to be submitted for approval as printouts folded to A4 size, with the project title
block and drawing numbers fully visible.
20.3.9 The Contractor shall mention the Employer's drawing numbers on all drawings prior to sub-
mission. Following award of the contract, the Employer and Contractor will review the num-
bering system, familiarize each other with the requirements and agree on the numbering
system to be applied.
Comprehensive cross-references are to be included on drawings, and the Contractor shall

include the Employer's drawing numbers in the cross-references. At each and every issue of
a drawing, the revision shall be shown and details given in revision boxes on the drawing.
Comprehensive details of revisions must be given; phrases such as "revised", "updated",
"modified" or similar are not acceptable. Reference to any drawing in communications shall
include the Employer's drawing number.
20.3.10 The Contractor shall submit to the Employer four (4) copies of drawings of the plant and
works for formal approval. A program of "drawing submission" shall be agreed with the Con-
tractor following contract award. Drawings issued in accordance with this program shall take
account of the time periods necessary for postage and approval by the Employer, to ensure
that approved drawings are available prior to manufacture. For site construction works, 4
copies of "construction issue" drawings have to be submitted and made available on site at
least 21 days prior to the commencement of the works.
Where appropriate, the drawings shall be accompanied by supporting calculations. The Con-
tractor shall ensure that drawings of a specific aspect of the works are fully co-ordinated and
submitted together in a logical sequence.
Should the Contractor revise a drawing for any reason after the approval by the Employer,
the revised drawing has to be resubmitted for re-approval by the Employer, the original ap-
proval automatically being void.
20.3.11 During the construction works on the site, the Contractor shall ensure that all departures,
modifications and corrections to the approved drawings are recorded. All such changes to
the drawings have to be marked in red to show the "as-built" state. One set of "as-built"
drawings have to be available on the site at all times.
On completion of construction and commissioning, the Contractor shall provide four (4) cop-
ies of any drawing that has been amended to show the "as-built" state to the Employer's
Representative. These drawings shall be issued by the Contractor prior to the issue of the
completion certificate.
Following examination of the "as-built" drawings, the Employer's Representative shall return
one copy to the Contractor indicating his approval of the construction modifications or further
modifications required to satisfy the requirements of the specifications.
21. Procurement
Clauses 21.1 and 21.4 are amended as follows:
The text "Sub-Clause-14.2" is replaced by "Sub-Clause-14".
The following text is added at the end of Sub-Clause 21.1 Materials:
The Contractor shall adequately record the condition of roads, agricultural land and other infrastruc-
ture prior to the start of transporting materials, goads and equipment, and construction."
22. Installation
The following text is added at the end of Sub-Clause 22.2.4:
c) The Contractor shall:

(i) comply with all applicable labour laws and related international treaty obligations of
the Employer and shall not employ child labour, as defined under Bangladeshi law;
(ii) provide safe working conditions for male and female workers;
(iii) carry out HIV/AIDS and human trafficking prevention and awareness campaigns in
the campsites and corridors of influence;
(iv) engage women workers as wage labourers depending on their skill; and
(iv) provide equal wages for equal work between men and women.
The following text is added at the end of Sub-Clause 22.2.5:
d) Normal working hours are from 9:00 am to 5:00 pm.
22.2.7 Health and Safety
(d) The Contractor shall throughout the contract (including the Defect Liability Period):
(i) conduct Information, Education and Consultation Communication (IEC) campaigns,

at least every other month, addressed to all the Site staff and labour (including all
the Contractor's employees, all Sub-Contractors and Employer's and Project Man-
ager's employees, and all truck drivers and crew making deliveries to Site for con-
struction activities) and to the immediate local communities, concerning the risks,
dangers and impact, and appropriate avoidance behaviour with respect to of Sex-
ually Transmitted Diseases (STD) - or Sexually Transmitted Infections (STI) in
general and HIV/AIDS in particular;
(ii) provide male or female condoms for all Site staff and labour as appropriate; and
(iii) provide for STI and HIV/AIDS screening, diagnosis, counselling and referral to a
dedicated national STI and HIV/AIDS program, (unless otherwise agreed) of all
Site staff and labour.
The Contractor shall include in the program to be submitted for the execution of the Facilities
under Sub-clause 18.2 an alleviation program for Site staff and labour and their families in re-
spect of Sexually Transmitted Infections (STI) and Sexually Transmitted Diseases (STD) includ-
ing HIV/AIDS. The STI, STD and HIV/AIDS alleviation program shall indicate when, how and at
what cost the Contractor plans to satisfy the requirements of this Sub-clause and the related
specification. For each component, the program shall detail the resources to be provided or uti-
lized and any related sub-contracting proposed. The program shall also include provision of a
detailed cost estimate with supporting documentation. Payment to the Contractor for the prepa-
ration and implementation this program shall not exceed the amount dedicated for this purpose.
Sub-Clause 22.6 is amended as follows:
In the last sentence of the second paragraph, the word "Otherwise" is replaced by "In case such
work is not in the scope of the Contractor".
The following Sub-Clause 22.9 is added at the end of Sub-Clause 22:
22.9 The Contractor shall:
(a) comply with the measures and requirements relevant to the Contractor set forth in
the IEE, the EMP, the present national resettlement policy and any small ethnic
community peoples plan (to the extent they concern impacts on affected people
during construction), and any corrective or preventative actions set out in a safe-
guards monitoring report;
(b) make available a budget for all such environmental and social measures;
(c) provide the Employer with a written notice of any unanticipated environmental, re-
settlement or small ethnic community peoples risks or impacts that arise during
construction, implementation or operation of the project that were not considered in
the IEE, the EMP, the present national resettlement policy or any small ethnic
community peoples plan;
(d) adequately record the condition of roads, agricultural land and other infrastructure
prior to starting to transport materials and construction; and
(e) fully reinstate pathways, other local infrastructure, and agricultural land to at least
their pre-project condition upon the completion of construction.
23. Test and Inspection

Sub-Clause 23.2 is replaced by the following:
The Employer’s Engineers are entitled to attend the Factory Acceptance Tests, which
shall be performed at the Manufacturer's works/testing laboratories. Factory acceptance
tests shall be organized for each equipment and shall be performed for the following
equipment, before each shipment:
a) DWDM Equipment
b) Battery, Inverter and Charger/Rectifier
The Contractor is responsible for bearing the costs for the above-mentioned factory ac-
ceptance tests for 3 (three) Employer's Engineers in each visit, considering visa fees and
health insurance to cover all medical costs that may be required during the visits, return
economy-class air fare, hotel charges, travelling expenses from airport to hotel and hotel
to place of testing and return, together with a per diem allowance of USD 100 for at least
07 (seven) days excluding travelling time, for each visit and for each of the Employer's
Engineers. All costs for the above visits are deemed to be included in the Contract Price
The following sentence is added at the end of Sub-Clause 23.3:
The advance notification period for testing is four weeks.
24. Completion of the Facilities

Sub-Clause 24.2
The second paragraph of GC Sub-clause 24.2 is deleted.
A new Sub-clause 24.9 is added
Upon the completion of construction, the Contractor shall fully reinstate pathways, other local
infrastructure, and agricultural land to at least their pre-project condition as recorded by the
Contractor in consonance with its obligation in Clause 21.1.
25. Commissioning and Operational Accept-

ance
Sub-clause 25.1.2 is replaced by the following:
The Employer shall deploy the operating and maintenance personnel pursuant to GC
Sub-clause 10.5 and the Contractor shall provide all materials and support services pur-
suant to GC Sub-clause 9.9 as required for Commissioning.
The following paragraph is added at the end of Sub-Clause 25.1.3:
Immediately after the Commissioning, the Contractor shall so notify the Project Manager
in writing.
Sub-Clause GC 25.3.3 is replaced by the following:
The Project Manager shall, after consultation with the Employer, and within twenty-one
(21) days after receipt of the Contractor's notice, issue an Operational Acceptance Certif-
icate.
After the Operational Acceptance Certificate has been issued, the Contractor and the Em-
ployer shall remain liable for the fulfilment of any obligation, which remains unperformed
at that time. For the purposes of determining the nature and extent of any such obligation,
the contract is deemed to remain in force.
Sub-Clause 25.3.4 is replaced by the following:
If within twenty one (21) days after receipt of the Contractor's notice, the Project Manager
fails to issue the Operational Acceptance Certificate or fails to inform the Contractor in
writing of the justifiable reasons why the Project Manager has not issued the Operational
Acceptance Certificate, the facilities or the relevant part thereof are deemed to have been
accepted as at the date of the Contractor's said notice.
New Sub-Clause 25.6 is added:
25.6 Provisional Acceptance Test (PAT) and Provisional Acceptance Certificate (PAC)
i) Before acceptance of the installed system/ equipment, PGCB representa-

tives/consultant shall carryout, on site, detailed tests of all equipment to ascertain
their working reliability, concurrence to agree technical and other specifications,
inter-working ability with relevant equipment of the other manufacture, inventory
checking of installed equipment etc. Such tests shall be termed as “Provisional
Acceptance Test (PAT)”. Prior to commencement of such tests, the contractor
shall submit a proposed procedure for the PAT at least 1 (one) month before PAT
to be subsequently approved by the concerned Project Director/ Design Depart-
ment of PGCB. The contractor shall be solely responsible for the test and the test
results. The PAT will be done by a joint team of PGCB Engineers and Contrac-
tor’s Engineers.
ii) On completion of installation and self-testing of any system/ equipment, the

Contractor shall submit 3 (three) copies of self-test results to PGCB and offer that
system/ equipment for PAT. PGCB shall start such test within one month upon re-
ceipt of the complete request. The contractor may, upon agreement by the both
parties, offer PAT for any part or parts of the total system. Such request for partial
PAT may also be asked for by PGCB.
iii) The contractor shall provide testing instruments, equipment, tools, test gears
required for such test and take back above-mentioned things after completion of
such tests. PGCB, except where otherwise specified, shall provide, electricity,
generator fuel and water free of charge, as may be required and as may be rea-
sonably demanded by the contractor to carry out such tests efficiently, when such
tests are being carried out at PGCB premises.
iv) The contractor’s engineer shall be liable to make necessary arrangement to

complete any kinds of tests requested by PGCB PAT members during PAT.
v) In addition, the contractor shall have to provide per diem costs to PAT engi-
neers as per the following:
a) Number of PGCB’s PAT Engineers for all equipment sites covered by

this purchase: At least 02 (Two) and Maximum 03 (Three) in 01 (one) team.
b) PAT Team will be formed by 01 (One) Executive/ Superintending En-
gineer, 01 (one) Assistant/Sub Divisional Engineer, 01 (one) Sub-Assistant
Engineer or according to the guidelines of Project Director.
c) Number of days allowed for per diem charge for each person: 02
(Two) working days per site
d) Per diem charge to PGCB’s PAT Engineers: Taka 1,500 (Fifteen
Hundred) per person per day.
e) Other facilities: Transportation to the site and any other facilities relat-
ed to PAT.
However, the bidder shall note that, if necessary, any or all PAT can continue for
more than the above scheduled period; but, in such case, the bidder shall not be
liable to pay per diem for those additional days.
vi) The contractor shall notify PGCB in writing of the commencement date of the
PAT. Such a notification shall be issued at least 15 (FIFTEEN) working days prior
to the suggested date of PAT. The contractor shall submit the self-test results of
the sites proposed for PAT to the convener of the PAT team at least 7 (seven)
days before the proposed commencement date of PAT. PGCB will not accept the
PAT report and issue PAC on the basis of the PAT report submitted by the con-
tractor if there is any test performed in absence of PGCB Engineers.
vii) After successful completion of the PAT, the PAT committee members shall
submit the signed PAT report to the Project Director within 15 (FIFTEEN) work-
ings days of completion of PAT. If PAT is not successful due to any major defect
or major deficit which may affect the performance of system/equipment substan-
tially or deviates substantially from the agreed technical specification(s), the con-
vener of the PAT committee will report the matter to the Project Director in writing
along with the cause(s) of unsuccessful PAT within 7 (SEVEN) working days from
the day of finding the cause(s) for which the PAT is unsuccessful and will give a
copy of the written notification to the contractor.
viii) Within 15 (FIFTEEN) working days from the date of the submission of the
PAT report by the PAT committee as per sub-clause (vi) above, the PAC shall be
issued by PGCB or PGCB shall notify the contractor the valid reason of not issu-
ing the PAC. The PAC will be made effective from the date of completion of the
PAT.
ix) Minor defects or minor deficits described in the PAT report not affecting sub-
stantially the operational use of the system/equipment/Works shall not give rise to
rejection of the system/equipment/Works concerned. In such case, the PAC shall
be issued within 15 (FIFTEEN) working days from the submission of PAT report,
with effect from the date of completion of the PAT. The contractor shall take
prompt action to make remedy of such defects and/or deficits within 03 (THREE)
months from the date of issuance of the PAC.
x) The contractor shall make remedy of all the Major defect(s) or major defi-
cit(s) affecting substantially the operational use of the system/equipment/works or
of any major deviation from the agreed technical specifications mentioned in the
written report of the convener of the PAT committee as mentioned in sub-clause
(vii) above, within a mutually agreed period of time. After completion of the reme-
dies, the PAT shall be re-conducted at the written request of the contractor. The
major defects or major deficits or major deviations described in the report of the
convener of PAT committee shall be re-tested and, if required, other directly relat-
ed test(s) can be re-conducted.
If in any case, PGCB put the equipment or system/equipment/Works with major

defects/deficits/deviations into partial or total use/operation for business purpose,
PAC shall be issued as per sub-clause (ix). However, the issuance of such PAC
shall not relieve the contractor from making remedy of the major de-
fects/deficits/deviations and the contractor will make remedy of the major de-
fects/deficits/deviations within 6 (Six) months from the date of commercial
use/operation.
xi) There shall be no partial or total use or commercial launching of the Sys-
tem/equipment/Works by PGCB prior to PAT. However, if any such partial or total
use or commercial launching of the system/equipment/Works occurs, PGCB shall
be deemed to have accepted the system/equipment/Works concerned, and the
PAC of such system/equipment/Works shall be issued within 15 (FIFTEEN) work-
ing days from the date of use or commercial launching, with effect from the date of
use or commercial launching. If, within the elapse of such 15 (FIFTEEN) working
days, PGCB does not issue the PAC, the contractor shall issue a notification letter
to PGCB claiming issuance of PAC. If PGCB does not issue the PAC within
7(seven) working days from the receipt of the notification letter then the notifica-
tion letter shall be deemed as PAC, with effect from the date of use or commercial
launching.
However, in such case, PAT shall be conducted within 15 (Fifteen) days after the
date of use or commercial launching and the contractor shall be liable to make
remedy of any defect/deficit/deviation if identified during such PAT.
xii) Before performing PAT, the contractor shall prepare PAT document, detailed
BoQ along with as-built drawing for each site. PAT Team shall make physical veri-
fication of the BoQ.
xiii) The contractor shall deliver the equipment as per the approved Implementa-
tion Schedule. If the equipment cannot be installed as per the Implementation
Schedule due to the reasons attributable to PGCB, the contractor shall issue a no-
tification letter requesting PGCB to take over the equipment immediately. If within
30 (THIRTY) days from the issuance date of such notification letter, the equip-
ment is not handed over, such notification letter shall be deemed as PAC, with ef-
fect from the issuance date of such notification letter. But such deemed PAC shall
not relieve the contractor from the responsibility of installing the equipment and
conducting PAT.
The contractor shall install this equipment, if any, only before Completion Date of
the contract. Upon installation, PAT of the equipment will be conducted and the
contractor will make remedy of all the defects/deficits/deviations, if found during
the PAT. If the equipment functions normally, the warranty period shall be 02
(Two) years counting from the date of deemed PAC.
xiv) The contractor shall develop the Software system according to the approved
Tender documents/BOQ of PGCB, and PGCB shall conduct the PAT as per the
approved Tender documents/BOQ after the system has been delivered. Any addi-
tional feature of the system which is not included in the Tender document shall not
affect the conduct of PAT and the issuance of PAC.
xv) The contractor shall hand over the items listed in BoQ to representative(s) of
PGCB during the PAT or the start of commercial operation (whichever comes ear-
lier). The handing over document shall be signed by representative(s) of both Par-
ties.
xvi) The deemed PAC shall have the same force and effect as the PAC. The
deemed PAC shall not relieve the contractor’s responsibility of installing, testing
and commissioning such Equipment within 24 (Twenty-Four) months from the is-
suance of PAC.
New Sub-Clause 25.7 is added:
25.7 Final Acceptance Test and Final Acceptance Certificate (FAC)
i) After completion of the PAT and cut-over of the respective systems, the Engi-
neers of the Contractor will take prompt necessary steps to remove all types
of faults and replace all types of faulty equipment at the cost of the contractor.
At the end of the “Performance Guarantee Period” for the respective sys-
tems, the overall performance of all equipment will be reviewed and this re-
view shall be termed as “Final Acceptance Test”.
ii) The review shall include the required working reliability and performance
standards of the equipment to meet tender specifications, the contractor’s re-
sponsiveness to resolve all shortcomings mentioned in PAT reports and the
contractor’s removal of all pending & outstanding faults or shortages encoun-
tered during the Performance Guarantee Period for the Contract. When this
“Final Acceptance Test” becomes due, the contractor shall make an official
request to PGCB for starting of the test and PGCB shall start the “Final Ac-
ceptance Test” within 15 (FIFTEEN) working days after receipt the request
from the contractor.
iii) The contractor shall be responsible for arrangement of all equipment, con-
sumables, test gears and measuring equipment required (if any) for such re-
view tests. All cost for material and service shall be borne by contractor.
iv) In addition, the bidder shall have to provide per diem costs to “Final Ac-
ceptance Test” engineers as per the following:
a)Number of PGCB’s “Final Acceptance Test” Engineers for all equipment
sites covered by this purchase: 02 (Two) in 1 (one) team.
b)Number of days allowed for per diem charge for each person: 1 (one) work-
ing day per site
c) Per diem charge to PGCB’s Engineers: Taka 1,500 per person
d)Other facilities: Transportation to the site and any other facilities related to
Final Acceptance Test.
v) However, the bidder shall note that, if necessary, any or all “Final Acceptance
Test” can continue for more than the above scheduled period; but, in such
case, the bidder shall not be liable to pay per diem for those additional days.
vi) When the FAT becomes due, the contractor shall make an official request to
PGCB to start “Final Acceptance Test” and PGCB shall start “Final Ac-
ceptance Test” within 15 (FIFTEEN) working days from the date of receipt of
the contractor’s request. The “Final Acceptance Test” committee of PGCB
shall complete all the reviews mentioned in clause 7.6 (ii) in collaboration of
the contractor and submit a “Final Acceptance Test” report within 30 (THIR-
TY) working days from the date of start of the “Final Acceptance Test”.
vii) If any defect in Equipment, Software or in installation is detected during “Final

Acceptance Test”, this shall be noted down in the test report. This defect must
be removed by the Supplier, before issuance of FAC. Without resolving the
raised issue, FAC will not be issued. Purchaser will issue the FAC within 15
(Fifteen) days of successful completion of “Final Acceptance Test”.
viii) In spite of successful “Final Acceptance Test” and report signed by both the
parties, the Purchaser has not issued the FAC within 15 (Fifteen) days, FAC
shall be deemed to have been issued by PGCB in all respect and the contrac-
tor may claim payment by issuing Payment Claim Letter for the said part.
26. Completion Time Guarantee

26.2 Applicable rate for liquidated damages: 0.5% (zero-point five percent) of the contract price
per week.
Maximum deduction for liquidated damages: 10% (ten percent) of the contract price
26.3 No bonus will be given for earlier completion of the facilities or part thereof.
27. Defect Liability

The first paragraph of Sub-Clause 27.2 is replaced by the following:
The Defect Liability Period shall be twenty-four (24) months from the date of Operational Ac-
ceptance of facilities for all equipment/materials.
If the repair, replacement or making good is of such character that it may affect the efficiency of the
Facilities or any part thereof, the Employer may give to the Contractor a notice requiring that tests of
the defective part of the Facilities shall be made by the Contractor immediately upon completion of
such remedial work, whereupon the Contractor shall carry out such tests.
If such part fails the tests, the Contractor shall carry out further repair, replacement or making good
(as the case may be) until that part of the Facilities passes such tests.
The tests in character for repaired equipment / facilities, shall be in accordance with the provisions of
the Technical Specifications / Employer’s Requirements. However, for replaced equipment / facilities,
the tests in character shall in any case be not less than what has already been agreed by the Em-
ployer and the Contractor for the original equipment/part of the Facilities.
If the Facilities or any part thereof cannot be used by reason of such defect and/or making good of
such defect, the Defect Liability Period of the Facilities or such part, as the case may be, shall be ex-
tended by a period equal to the period during which the Facilities or such part cannot be used by the
Employer because of any of the aforesaid reasons.
Upon correction of the defects in the Facilities or any part thereof by repair/replacement, such re-
pair/replacement shall have the Defect Liability Period extended by a period mentioned in GC Sub-
Clause 27.2 from the time such replacement/repair of the facilities or any part thereof".
Sub-Clause 27.9
Replace "completion of facilities" with "commissioning" in line 5.
30. Limitation of Liability

30.1 (b) The multiplier of the contract price is: 1 (one)
34. Insurance
A new Sub-Clause is added at the end of Clause 34:
34.8 The Contractor shall follow the existing import act including insurance act and related
acts of the Government of Bangladesh.
As per the Insurance Corporation Act (Amendment) 1990, all insurance coverage (100%)
required for this contract shall be done with Sadharan Bima Corporation, Bangladesh,
who are the sole public sector general insurance organization in the country.
37. Force Majeure

Sub-Clause 37.1.d) is replaced by following:
d) Embargo, import restriction, port congestion, lack of usual means of public transportation
and communication, industrial dispute, shipwreck, shortage or restriction of power supply,
epidemics, quarantine and plague'
Sub-Clause 37.1.f) is deleted.
A new Sub-Clause 37.1.g) is added as follows.
g) In case of occurrence of strike, sabotage, lockout, shortage of labour, material or utility,

such event will be treated as ''special risk'' and shall be discussed and resolved mutually.''
39. Change in the Facilities

A new Sub-Clause is added at the end of Clause 39:
39.4 The following provisions shall supplement the provisions of Sub-Clauses 39.1, 39.2 and
39.3:
The contract price for:
(i) the items for which quantities have been indicated as lump sum or lot or set and/or
(ii) quantities that are to be estimated by the Contractor
shall remain constant unless the Employer makes a change in the scope of works.
The quantities and unit prices:
(i) subsequently arrived at while approving the BoQ / billing breakdown of lump sum
quantities / lot / set and/or
(ii) estimated by the Contractor
shall be for on-account payment purposes only.
In case additional quantities over and above the quantities in BoQ / billing breakdown
and / or estimated by the Contractor are required for successful completion of the scope
of work as per the technical specifications, the Contractor shall execute additional quanti-
ties of these items for which no additional payment shall be made over and above the
lump sum contract price.
In case quantities of these items supplied at site are in excess of those required for the
successful completion of the scope of work, such additional quantities shall be the prop-
erty of the Employer.
Furthermore, in case the actual requirement of quantities for the successful completion of
scope of works is less than the quantities identified in the approved BoQ / billing break-
down and/or estimated by the Contractor, the lump sum contract price shall remain un-
changed, and no deduction shall be made from the lump sum price due to such reduction
of quantities.
It shall be the responsibility of the Contractor to pay all statutory taxes, duties and levies
to the concerned authorities for such surplus material which would otherwise have been
lawfully payable in case of non-deemed export contracts. The Contractor shall submit an
indemnity bond to keep the Employer harmless from any liability prior to the release of
such material to the Contractor by Employer.
Sets / lots / lump sums shall be governed by the requirements of the corresponding item
description read in conjunction with relevant provisions of the technical specifications.
45. Disputes and Arbitration

45.1 The Dispute Board shall be appointed within 30 (thirty) days. after the effective date.
The Dispute Board shall consist of 3 (three) members. The list of potential dispute board mem-
bers is:
(i) The President of the Institution of Engineers, Bangladesh (IEB)

(ii) The President of the Institute of Chartered Accountants of Bangladesh (ICAB)
(iii) The President of the Institute of Project Management Bangladesh (IPMB)
45.2 Appointment (if not agreed) to be made by:
Head, Department of Electrical & Electronics Engineering, Bangladesh University of Engineer-

ing & Technology, Bangladesh
45.5 Arbitration proceedings shall be conducted by the following rules:
(a) Contracts with foreign Contractors:

International Chamber of Commerce
(b) Contracts with Contractors being nationals of the Employer's country:

The Arbitration Act, 2001 (Act. No. 1 of 2001)
(c) Location of arbitration:

Contracts with foreign Contractors: Singapore
Contracts with Contractors being nationals of the Employer's country: Dhaka, Bangladesh
Section 9: Contract Forms
Section 9
Contract Forms
Section 9: Contract Forms
1. Notification of Award 9-1

2. Contract Agreement 9-3
Appendix 1 - Terms and Procedures of Payment 9-7
Appendix 2 - Price Adjustment/Escalation 9-10
Appendix 3 - Insurance Requirements 9-11
Appendix 4 - Time Schedule 9-14
Appendix 5 - List of Major Items of Plant and Services and List of Approved
Subcontractors 9-15
Appendix 6 - Scope of Works and Supply by the Employer 9-16
Appendix 7 - List of Documents for Approval or Review 9-17
Appendix 8 - Functional Guarantees 9-18
Section 9: Contract Forms Page 9-1
1. Notification of Award
[Employer's letterhead]
To,
(Name and Address of the Contractor)
Ref: Invitation for Bids No.……………..….dated …………. and Bid Proposal of the Bidder
………..…….dated ……
Dear Sirs,
With reference to the bidding document for the above contract and your bid proposal submitted on
(Date of Bid Submission) as well as the subsequent clarifications (if any), letter of discount on Price
on the proposal (if any) submitted by you, Power Grid Company of Bangladesh Ltd. (PGCB) in-
tends to award you the Contract No. ………………………..for ........... (Project Name) with the follow-
ing terms and conditions:
1. Contract Price
The contract price shall be ...................................(amount in foreign currency plus local cur-
rency) (in words……………………………).
2. Completion Period
Time for completion of whole facilities (excluding Guarantee and Post Guarantee Annual
Maintenance Period) shall be ……….months from the effective date as described in the Volume
1, Section 8 - Special Conditions of Contract, Sub-Clause8.2of the bidding documents.
3. Tax & VAT
Tax and VAT shall be payable as per Clause 14: Taxes and Duties, Volume 1, Section 7 - Gen-
eral Conditions of Contract and Section 8 - Special Conditions of Contract of the bidding docu-
ments.
4. Performance Security
A performance security amounting to ………. percent of the contract price has to be submitted
by you within twenty-eight (28) days of the receipt of this Notification of Award in accordance
with Sub-clause ITB 45.1 and GCC 13.3, Volume 1 of the bidding documents.
5. The execution of the contract agreement shall be in accordance with the terms and conditions
laid down in the bidding documents and subsequent addendum & clarification.
You are, therefore, requested to convey your written and unconditional acceptance of this Notification
of Award until……………..(deadline) and submit ………….. sets of the Draft Contract Documents until
........(date).
You are also requested to send your authorized representative(s) until ........(date) for finalization of
the contract documents.
A copy of the unsigned Contract Agreement is enclosed for your necessary actions as per Volume 1,
Section 1, Instructions to Bidders, ITB 44 of the Bidding Documents.
Thanking you, we remain.
Yours sincerely,
Company Secretary
Copy to:
1. Managing Director, PCCB, Dhaka.

2. Executive Director O&M/P&D/HRM/Finance, PCCB, Dhaka.
3. Director (OPGW), PCCB, Dhaka.
4. SE (OFCN/OFCL/Contract/TLD/SSD/Communication Circle), PCCB, Dhaka.
5. Project Director (Concerned Project), PGCB, Dhaka.
Attachment: Contract Agreement
2. Deed of Agreement
THIS AGREEMENT made at Dhaka on this the …….day of ……., 201
BETWEEN
Power Grid Company of Bangladesh LTD. (PGCB),

an Enterprise of Bangladesh Power Development Board, duly incorporated under the Company's Act,
1994 of Bangladesh, having its principal place of business at Institution of Engineers Bangladesh
Bhaban 3rd and 4th Floor, Ramna, Dhaka-1000, Bangladesh represented by its ……………………, Mr.
………………., hereinafter referred to as the "Employer" (which expression shall unless excluded by or
repugnant to the context, mean and include its legal representatives, successors-in-interests, adminis-
trators, and assignees of the FIRST PART)
AND
M/s. .......,
a company limited by shares duly incorporated under the relevant laws of …… and having its regis-
tered office at ………….represented by its ……….. Mr.……., Passport No…………….., Nationali-
ty…………….. hereinafter referred to as the "Contractor" (which expression shall unless excluded by
or repugnant to the context, mean and include its legal representatives, successors-in-interests, ad-
ministrators, and assignees of the SECOND PART).
WHEREAS, the Employer has invited tenders for ………. (Contract No. …………..) ("the Facilities").
AND WHEREAS, the Contractor became the lowest responsive bidder for providing the aforesaid Fa-
cilities.
AND WHEREAS, the Contractor has presented to the Employer that he hasthe required professional
skills, personnel and technical resources as per the requirements of the Employer.
AND WHEREAS, relying upon the presentation made by the Contractor, the Employer has decided to
engage the Contractor to provide the aforesaid facilities in accordance with terms and conditions set
out below.
NOW IT IS HEREBY AGREED as follows:
Article 1 1.1 Contract Documents (Reference GCC Clause 2)

Contract Docu-
The following documents shall constitute the Contract between the Employ-
ments
er and the Contractor, and each shall be read and construed as an integral
part of the Contract:
(a) This Contract Agreement and the Appendices hereto
(b) Power of Attorney issued by Contractor for signing the Contract.

(c) Performance Security
(d) Price Schedules including arithmetic correction and/or discount (if
any)
(e) Letter of price bid and Price Schedules submitted by the Contractor
(f) Vetting from relevant departments (if required)
(g) Minutes of Pre-Contract Meeting(s)
(h) Letter of written and Unconditional Acceptance of the Notification of
Award
(i) Notification of Award
(j) Letter of Technical Bid.
(k) All Addenda and Clarifications
(l) Special Conditions of Contract
(m) General Conditions of Contract
(n) Remaining portion of Volume 1 of the Bidding Document
(o) Volume 2 of the Bidding Document
(p) Replies against PGCB's Clarification (if any).
(q) Clarification sought by the Employer (if any).
(r) Bid Proposal of Bidder (Contractor).
1.2 Order of Precedence (Reference GCC Clause 2)
In the event of any ambiguity or conflict between the Contract Documents
listed above, the order of precedence shall be the order in which the Con-
tract Documents are listed in Article 1.1 (Contract Documents) above.
1.3 Definitions (Reference GCC Clause 1)
Capitalized words and phrases used herein shall have the same meanings
as are ascribed to them in the General Conditions.
Article 2 2.1 Contract Price (Reference GCC Clause 11)
Contract Price
The Employer hereby agrees to pay to the Contractor the Contract Price in
and Terms of
consideration of the performance by the Contractor of its obligations here-
Payment
under. The Contract Price shall be the aggregate of: [amounts of foreign
currency in words][amounts in figures] as specified in Price Schedule No. 5
(Grand Summary), [amounts of local currency in words], [amounts in fig-
ures] or such other sums as may be determined in accordance with the
terms and conditions of the Contract.
2.2 Terms of Payment (Reference GCC Clause 12)
The terms and procedures of payment according to which the Employer will
reimburse the Contractor are given in Appendix 1 (Terms and Procedures of
Payment) hereto.
The Employer shall instruct its bank to issue an irrevocable documentary credit made
available to the Contractor in a bank in the country of the Contractor. The credit shall
be for an amount of (-------------------------------------------) only ; and shall be subject to

the Uniform Customs and Practice for Documentary Credits 1993 Revision, ICC Pub-
lication No. 600.
In the event that the amount payable under Schedule No. 1 and/or Schedule No. 2 is
adjusted in accordance with GCC 11.2 or with any of the other terms of the Contract,
the Employer shall arrange for the documentary credit to be amended accordingly.
Article 3 3.1 Effective Date (Reference GCC Clause 1)

Effective Date
The Effective Date is the Contract Signing Date
Article 4 4.1 The address of the Employer for notice purposes, pursuant to GCC 4.1 is:
Communications Project Director, Power Grid Company of Bangladesh Limited.
4.2 The address of the Contractor for notice purposes, pursuant to GCC 4.1
is:…..
Article 5 5.1 The Appendices listed in the attached List of Appendices are deemed to
Appendices form an integral part of this Contract Agreement.
5.2 Reference in the Contract to any Appendix shall mean the Appendices at-
tached hereto, and the Contract shall be read and construed accordingly.
IN WITNESS WHEREOF the Employer and the Contractor have caused this Agreement to be duly
executed by their duly authorized representatives the day and year first above written.
Signed by, for and on behalf of Signed by, for and on behalf of the
M/s. Power Grid Company of Bangladesh Limited M/s. …………………………………..
………………………………………… …………………………………………
in the presence of in the presence of
………………………………………… …………………………………………
………………………………………… …………………………………………
List of Appendices
Appendix 1 - Terms and Procedures of Payment

Appendix 2 - Price Escalation
Appendix 3 - Insurance Requirements
Appendix 4 -Time Schedule
Appendix 5 - List of Major Items of Plant and Services and List of Approved Subcontractors
Appendix 6 - Scope of Works and Supply by the Employer
Appendix 7 - List of Documents for Approval or Review
Appendix 8 - Functional Guarantees
Appendix 1 - Terms and Procedures of Payment
In accordance with the provisions of GCC Clause 12 (Terms of Payment), the Employer shall pay the
Contractor in the following manner and at the following times, on the basis of the price breakdown giv-
en in the below section on price schedules. Payments will be made in the currencies quoted by the
Bidder unless otherwise agreed between the parties. Applications for payment in respect of part deliv-
eries may be made by the Contractor as work proceeds.
If the bidder quotes its price in EXW column but the proposed local manufacturer found technically
non-responsive and foreign manufacturer found technically responsive then such equipment/plant/item
will be supplied from technically responsive outside Employers country manufacturer. But, as there will
be no price quoted in CIP column for such equipment/plant/item hence the CIP price for such item will
be the quoted EXW price and it will be presumed that there was no EXW quoted price and the Custom
Duties & Value Added Tax (CD & VAT) and associated other taxes for such plant/equipment shall be
paid by the Contractor.
On the other hand, in case, such bidder quotes price in price schedule of outside Employer’s country
(CIP price) but the proposed foreign manufacturer found technically non-responsive and local manu-
facturer found technically responsive, then such equipment/plant/item will be supplied from technically
responsive local manufacturer. But, as there would be no price quoted in EXW column for such
equipment/plant/item, hence EXW price for such item will be the quoted CIP price.
A. Terms of Payment
Schedule No. 1 - Plant and Equipment Supplied from Abroad:
In respect of plant and equipment supplied from abroad, the following payments shall be made:
• Ten percent (10%) of the CIP amount as an advance payment against receipt of invoice and an ir-
revocable advance payment security for the equivalent amount made out in favour of the Employer.
The advance payment security may be reduced in proportion to the value of the plant and equip-
ment delivered to the site, as evidenced by shipping and delivery documents.
• Fifty percent (50%) of the total or pro rata CIP or amount upon Incoterm "CIP," upon delivery to
Site, as evidenced by Post Landing Inspection (PLI) Report and within forty-five (45) days after re-
ceipt of invoice.
• Thirty percent (30%) of the total or pro rata CIP or amount upon issue of the Provisional Ac-
ceptance Certificate (PAC), within forty-five (45) days after receipt of invoice.
• Ten percent (10%) of the total or pro rata CIP or amount upon issue of the Final Acceptance Certif-
icate (FAC), within forty-five (45) days after receipt of invoice.
Schedule No. 2 - Plant and Equipment Supplied from within the Employer's Country:
In respect of plant and equipment supplied from within the Employer's country, the following payments
shall be made:
• Ten percent (10%) of the EXW amount as an advance payment against receipt of invoice and an
irrevocable advance payment security for the equivalent amount made out in favour of the Employ-
er. The advance payment security may be reduced in proportion to the value of the plant and
equipment delivered to the site, as evidenced by shipping and delivery documents.
• Fifty percent (50%) of the total or pro rata EXW or amount upon Incoterm "CIP," upon delivery to
Site, as evidenced by Post Landing Inspection (PLI) Report and within forty-five (45) days after re-
ceipt of invoice.
• Thirty percent (30%) of the total or pro rata EXW or amount upon issue of the Provisional Ac-
ceptance Certificate (PAC), within forty-five (45) days after receipt of invoice.
• Ten percent (10%) of the total or pro rata EXW or amount upon issue of the Final Acceptance Cer-
tificate (FAC), within forty-five (45) days after receipt of invoice.
Schedule No. 3 - Design Services
In respect of design services for both the foreign currency and the local currency portions, the follow-
ing payments shall be made:
• Ten percent (10%) of the total design services amount as an advance payment against receipt of
invoice and an irrevocable advance payment security for the equivalent amount made out in favour
of the Employer.
• Ninety percent (90%) of the total or pro rata design services amount upon acceptance of design by
the Project Manager within forty-five (45) days after receipt of invoice.
Schedule No. 4 - Installation and other Services
In respect of installation services for both the foreign and local currency portions, the following pay-
ments shall be made:
• Ten percent (10%) of the total installation and other services amount as an advance payment
against receipt of invoice and an irrevocable advance payment security for the equivalent amount
made out in favour of the Employer. The advance payment security may be reduced in proportion
to the value of work performed by the Contractor as evidenced by the invoices for installation ser-
vices.
• Fifty percent (50%) of the measured value of work performed by the Contractor, as identified in the
said Program of Performance, during the preceding month, as evidenced by the Employer's author-
ization of the Contractor's application, will be made after successful completion of all the scopes
mentioned in this bid document within forty-five (45) days after receipt of invoice.
• Thirty percent (30%) of the total or pro rata value of installation services performed by the Contrac-
tor as evidenced by the Employer's authorization of the Contractor's monthly applications, upon is-
sue of the Provisional Acceptance Certificate (PAC), within forty-five (45) days after receipt of in-
voice.
• Ten percent (10%) of the total or pro rata value of installation services performed by the Contractor
as evidenced by the Employer's authorization of the Contractor's monthly applications, upon issue
of the Final Acceptance Certificate (FAC), within forty-five (45) days after receipt of invoice.
B. Payment Procedures
The procedures to be followed in applying for certification and making payments shall be as fol-
lows:
Foreign Currency Portion:
Foreign currency portion of the Contract Price shall be made through an irrevocable commer-
cial letter of credit to be opened by the Employer in favor of the Contractor as appropriate. All
costs in connection with Letter of Credit within Bangladesh shall be borne by the Employer and
outside Bangladesh shall be borne by the Contractor.
Local Currency Portion:
The Employer will pay the Contractor against Interim Payment Certificate issued by the Engi-
neer/Employer for the cost of all local Works value of the Contract for EXW, local handling, and
storage, transportation to site, insurance and erection including local construction materials.
The Taka payments will be as per the Power Grid Company Financial and Accounts Rules or
any other Accounts Rules in force and adopted by the Employer.
Appendix 2 - Price Adjustment/Escalation
- Not Applicable.
Appendix 3 - Insurance Requirements
1. Insurances to be taken out by the Contractor
In accordance with the provisions of GCC Clause 34, the Contractor shall at its expense take out and
maintain in effect, or cause to be taken out and maintained in effect, during the performance of the
contract, the insurances set forth below in the sums and with the deductibles and other conditions
specified. The identity of the insurers and the form of the policies shall be subject to the approval of
the Employer, such approval not to be unreasonably withheld.
100% of the insurances in the Employer's country shall be made by the Sadharan Bima Corporation,
Bangladesh.
The Contract has to follow the existing insurance act and related acts of the Government of Bangla-
desh.
a) Cargo Insurance
The cargo insurance covers losses or damages occurring to the facilities (including spare parts there-
fore) and to the construction equipment to be provided by the Contractor or its Subcontractors while in
transit from the Supplier's or Manufacturer's works or stores until arrival at the site.
Amount Deductible Limits Parties Insured From To

[in Currency(ies)] [in Currency(ies)] [Names] [Place] [Place]
Power Grid Company

Supplier's or Manu-
110% of the of Bangladesh Limited
- facturer's works or The site
contract price and
stores
Contractor
b) Installation All Risks Insurance
The Installation All Risks Insurance covers physical losses or damages to the facilities at the site, oc-
curring prior to completion of the facilities, with an extended maintenance coverage for the Contrac-
tor's liability in respect of any loss or damage occurring during the defect liability period while the Con-
tractor is on the site for the purpose of performing its obligations during the defect liability period.
Amount Deductible Limits Parties Insured

[in Currency(ies)] [in Currency(ies)] [Names]

100% of the
- and
contract price
Contractor / Subcontractor
c) Third Party Liability Insurance
The Third Party Liability Insurance covers bodily injury or death suffered by third parties (including the
Employer's personnel) and loss of or damage to property (including the Employer's property and any
parts of the facilities that have been accepted by the Employer) occurring in connection with the sup-
ply and installation of the facilities.

Power Grid Company of
Bangladesh Limited
USD 2.0 million - and - -
Contractor / Subcontractor
d) Automobile Liability Insurance
The Automobile Liability Insurance covers the use of all vehicles used by the Contractor or his Sub-
contractors (whether or not owned by them) in connection with the supply and installation of the facili-
ties. It shall be a comprehensive insurance in accordance with the statutory requirements.
e) Workers' Compensation
It shall be in accordance with the statutory requirements applicable in any country where the facilities
or any part thereof are executed.
f) Employer's Liability
It shall be in accordance with the statutory requirements applicable in any country where the facilities
or any part thereof are executed.
g) Other Insurances
The Contractor is also required to take out and maintain at his own cost the following insurances:
Details:

- - - - -
In all insurance policies taken out by the Contractor pursuant to GCC Sub-Cause 34.1, the Employer
shall be named as co-insured, except the third party liability, workers' compensation and employer's
liability insurances.In all insurance policies taken out by the Contractor pursuant to GCC Sub-Clause
34.1, the Contractor's Subcontractors shall be named as co-insured, except the cargo, workers' com-
pensation and employer's liability insurances. In these policies, all insurer's rights of subrogation
against such co-insured for losses or claims arising from the performance of the contract shall be
waived.
2. Insurances to be taken out by the Employer
The Employer shall at his expense take out and maintain in effect during the performance of the con-
tract the following insurances.
None.
Appendix 4 - Time Schedule
Time for completion of the whole facilities (Excluding Maintenance in Guarantee Period and Post
Guarantee Maintenance Support) shall be 06 (Six) months from the effective date as described in
Volume 1, Section 8 - Special Conditions of Contract, Sub-Clause 8.2 and as per Schedule- C Article
3 of this contract agreement.
Appendix 5 - List of Major Items of Plant and Services and

List of Approved Subcontractors
A list of major items of plant and services is provided below.
The following Subcontractors and/or Manufacturers are approved for carrying out the indicated items
of the facilities. Where more than one Subcontractor is listed, PGCB is free to choose between them,
but the contractor must notify the Employer about the choice in good time prior to appointing any se-
lected Subcontractor.
In accordance with GCC Sub-Clause 19.1, the Contractor is free to submit proposals for Subcontrac-
tors for additional items from time to time. However, no subcontracts shall be placed with any Subcon-
tractor for additional items until the Subcontractor has been approved in writing by the Employer and
the Subcontractor's name has been added to this list of approved Subcontractors.
Major Items of Approved

Nationality
Plant and Services Subcontractors/Manufacturers
Appendix 6 - Scope of Works and Supply by the Employer
The following personnel, facilities, works and supplies will be provided / supplied by the Employer, and
the provisions of GCC Clauses 10, 21 and 24 shall apply as appropriate.
All personnel, facilities, works and supplies will be provided by the Employer in good time so as not to
delay the performance of the Contractor, in accordance with the approved Time Schedule and Pro-
gram of Performance pursuant to GCC Sub-Clause 18.2.
Unless otherwise indicated, all personnel, facilities, works and supplies will be provided free of charge
to the Contractor.
Personnel Charge to Contractor (if any)
Employer's personnel will be engaged to supervise and

certify the works and tests. Names of personnel will be No charge to Contractor.
communicated later.
Facilities Charge to Contractor (if any)
- -
Works Charge to Contractor (if any)
Employer will not do any works. In case the Contractor does

Will be deducted from Contractor's
not re-instate the Employer's existing facilities (civil, fencing
payment.
etc.), the Employer will complete it.
Supplies Charge to Contractor (if any)
The Employer will not generally supply any machinery /

equipment and materials to the Contractor. In the event of
The Contractor will be required to pay
any such requirement and subject to availability, the
the amount to be determined by the
Employer may extend the facilities to use such machinery
Employer for such facilities.
and materials by the Contractor on rental charge/cost under
normal terms and conditions.
Appendix 7 - List of Documents for Approval or Review
Pursuant to GCC Sub-Clause 20.3.1, the Contractor shall prepare, or make his Subcontractor prepare
and present to the Project Manager, in accordance with the requirements of GCC Sub-Clause 18.2
(Program of Performance), the following documents for
1. Approval
• …………………………
• …………………………
• …………………………
• …………………………
• …………………………
2. Review
As per contract documents.
Appendix 8. Functional Guarantees

1. General
This Appendix sets out
(a) the functional guarantees referred to in GCC Clause 28 (Functional Guarantees)

(b) the preconditions to the validity of the functional guarantees, either in production and/or
consumption, set forth below
(c) the minimum level of the functional guarantees
(d) the formula for calculating liquidated damages for failure to attain the functional guaran-
tees.
2. Preconditions
The Contractor gives the functional guarantees (specified herein) for the facilities, subject to the fol-
lowing preconditions being fully satisfied:
2.1 The Employer's advisory personnel shall attend the commissioning, including the guarantee
test, and shall advise and assist the Contractor.
2.2 The Employer shall promptly provide the Contractor with such information as the Contractor
may reasonably require in relation to the conduct and results of the guarantee test and any
repetitions thereof.
3. Functional Guarantees
Subject to compliance with the foregoing preconditions, the Contractor guarantees as follows:
3.1 Testing & commissioning of all the equipment & materials performed and test results in the
standard limits
3.2 Plant & equipment and making ready for commercial operation of the facilities.
4. Failure in Guarantees and Liquidated Damages
4.1 Failure to Attain Guaranteed Capacity
If the production capacity of the facilities attained in the guarantee test, pursuant to GCC Sub-
Clause 25.2, is less than the guaranteed figure specified in para. 3.1 above, but the actual pro-
duction capacity attained in the guarantee test is not less than the minimum level specified in
para. 4.3 below, and the Contractor elects to pay liquidated damages to the Employer in lieu of
making changes, modifications and/or additions to the Facilities, pursuant to GCC Sub-Clause
28.3, then the Contractor shall pay liquidated damages at the rate of 0.5% of the Contract
Price per week, in the proportions of currencies in which the Contract Price is payable.
4.2 Raw Materials and Utilities Consumption in Excess of Guaranteed Level
Not Applicable
4.3 Minimum Levels
Notwithstanding the provisions of this paragraph, if as a result of the guarantee test(s), the fol-
lowing minimum levels of performance guarantees (and consumption guarantees) are not at-
tained by the Contractor, the Contractor shall at its own cost make good any deficiencies until
the Facilities reach any of such minimum performance levels, pursuant to GCC Sub-clause 28.2:
(a) Commissioning of the Facilities attained in the guarantee test: 100 % (one hundred percent) of
the facility
4.4 Limitation of Liability
Subject to para. 4.3 above, the Contractor’s aggregate liability to pay liquidated damages for
failure to attain the functional guarantees shall not exceed ten percent (10%) of the Contract
price.

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POWER GRID COMPANY OF BANGLADESH LIMITED

Issued on: January 27, 2020

Section 1 Scope of Works and General Information

Schedule A Introduction & Preamble to the Price & Technical Schedules

INSTRUCTIONS TO BIDDERS (ITB)

Section 1 - Instructions to Bidders

1. Scope of Bid .................................................................................................................... 3

B. Contents of Bidding Document ...................................................................................................... 5

6. Sections of Bidding Document ....................................................................................... 5

C. Preparation of Bids .......................................................................................................................... 7

9. Cost of Bidding ................................................................................................................ 7

D. Submission and Opening of Bids................................................................................................. 14

23. Submission, Sealing and Marking of Bids ...................................................................... 14

24. Deadline for Submission of Bids ................................................................................... 14

E. Evaluation and Comparison of Bids.............................................................................................17

28. Confidentiality ............................................................................................................... 17

F. Award of Contract ..........................................................................................................................21

42. Award Criteria ............................................................................................................... 21

Section 1 - Instructions to Bidders

2. Source of 2.1 Government of Bangladesh (GoB) and Power Grid Company of

3.2 Furthermore, Bidders shall be aware of the provision stated in the

4. Eligible 4.1 A Bidder may be a private entity or a government-owned entity - subject to

whether such sanction was directly imposed by United Nation Security

4.5 Government-owned entities in the Borrower’s country shall be eligible only

4.6 Bidders shall provide such evidence of their continued eligibility

4.7 Firms of a country shall be excluded if, by an act of compliance with a

B. Contents of Bidding Document

PART I Bidding Procedures

PART III Conditions of Contract and Contract Forms

7.5 The Bidder is requested, as far as possible, to submit any questions in

7.7 Nonattendance at the pre-bid meeting will not be a cause for

8.3 To give prospective Bidders reasonable time in which to take an

alternative bid, if permitted, are eligible;

16.2 In order to facilitate evaluation of Technical Bids, deviations, if any, from

Schedule No. 3: Design Services

(e) Recommended spare parts shall be quoted separately (Schedule 6) as

18.5 The current edition of Incoterms, published by the International Chamber

variation on any account. A bid submitted with an adjustable price

21.3 The bid security shall be a demand guarantee in following form:

(a) an unconditional bank guarantee;

21.4 If a bid security is specified, any bid not accompanied by a substantially

signed or initialed by the person signing the bid.

22.3 A bid submitted by a JV shall be signed so as to be legally binding on all

D. Submission and Opening of Bids

23.2 The inner and outer envelopes shall:

27.3 Second, outer envelopes marked “SUBSTITUTION” shall be opened. The

27.4 Next, outer envelopes marked “MODIFICATION” shall be opened. No

E. Evaluation and Comparison of Bids

35.2 The determination shall be based upon an examination of the documentary

35.3 An affirmative determination shall be a prerequisite for the opening and

signing the Contract, the corresponding Appendix to the Contract Agreement

a debriefing seeking explanations on the grounds on which their bids were

45.2 Failure of the successful Bidder to submit the above-mentioned

Bid Data Sheet

Table of Contents Page

27.21.0000.101.07.215.20.546, Dated January 27, 2020

The Employer is:

Power Grid Company of Bangladesh Limited

The name of the International Competitive Bidding (ICB) is: