Rerec Vol 1

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RURAL ELECTRIFICATION AND RENEWABLE ENERGY CORPORATION
KENYA OFF-GRID SOLAR ACCESS PROJECT

FOR UNDERSERVED COUNTIES
(KOSAP)
Volume I (Part 1 & 3)
REQUEST FOR BIDS FOR

Design, Supply, Installation and Commissioning of Solar Photovoltaic
Generation Plants with Associated Power Distribution Network (Mini-
Grids) in Turkana, Marsabit, Samburu & Isiolo Counties in Kenya with 7
Years Operations and Maintenance (O&M) Services
RFB: KE-REA-373014-CW-RFB
Credit No. 6135: Project ID No P160009
Volume I (Part 1 & 3): Bidding Procedures and Conditions of Contract and Contract
Forms
Volume II (Part 2): Employer’s Requirements, Technical Specifications and Drawings
Volume III: Schedule of Rates and Prices
Volume IV: Technical Specifications Documents
AUGUST 2023
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449
Sec%on I - Instruc%ons to Bidders
Table of Contents
PART 1 – Bidding Procedures .................................................................................................. 3
Section I - Instructions to Bidders ....................................................................................... 4
Section II - Bid Data Sheet ................................................................................................. 35
Section III - Evaluation and Qualification Criteria ............................................................. 45
Section IV - Bidding Forms ................................................................................................. 68
Section V - Eligible Countries ........................................................................................... 127
Section VI - Fraud and Corruption ................................................................................... 129
PART 2 - Employer’s Requirements .................................................................................... 131
Section VII - Employer’s Requirements........................................................................... 133
PART 3 – Conditions of Contract and Contract Forms ....................................................... 157
Section VIII - General Conditions of Contract ................................................................. 159
Section IX - Particular Conditions of Contract ................................................................ 264
Section X - Contract Forms .............................................................................................. 269
PART 1 – Bidding Procedures

Section I - Instructions to Bidders

Contents
A. General .......................................................................................................................... 6
1. Scope of Bid .................................................................................................................. 6
2. Source of Funds ............................................................................................................ 6
3. Fraud and Corruption ................................................................................................... 7
4. Eligible Bidders ............................................................................................................. 7
5. Eligible Plant and Installation Services ...................................................................... 10
B. Contents of Bidding Document ................................................................................. 10
6. Sections of Bidding Document ................................................................................. 10
7. Clarification of Bidding Document, Site Visit, Pre-Bid Meeting ................................ 11
8. Amendment of Bidding Document............................................................................ 12
C. Preparation of Bids ..................................................................................................... 12
9. Cost of Bidding ........................................................................................................... 12
10. Language of Bid ..................................................................................................... 12
11. Documents Comprising the Bid ............................................................................ 13
12. Letter of Bid and Price Schedules ......................................................................... 14
13. Alternative Bids ..................................................................................................... 14
14. Documents Establishing the Eligibility of the Plant and Installation Services .... 14
15. Documents Establishing the Eligibility and Qualifications of the Bidder ............ 14
16. Documents Establishing the Conformity of the Plant and Installation Services15
17. Bid Prices and Discounts ....................................................................................... 15
18. Currencies of Bid and Payment ............................................................................. 18
19. Period of Validity of Bids ....................................................................................... 18
20. Bid Security ............................................................................................................ 19
21. Format and Signing of Bid ..................................................................................... 20
D. Submission and Opening of Bids ............................................................................... 21
22. Submission, Sealing and Marking of Bids ............................................................. 21
23. Deadline for Submission of Bids ........................................................................... 22
24. Late Bids................................................................................................................. 22
25. Withdrawal, Substitution, and Modification of Bids ............................................ 22
26. Bid Opening ........................................................................................................... 23
Section I – Instructions to Bidders (ITB)
E. Evaluation and Comparison of Bids ........................................................................... 24
27. Confidentiality........................................................................................................ 24
28. Clarification of Bids ................................................................................................ 25
29. Deviations, Reservations, and Omissions ............................................................. 25
30. Determination of Responsiveness ....................................................................... 25
31. Nonmaterial Nonconformities .............................................................................. 26
32. Correction of Arithmetical Errors ......................................................................... 26
33. Conversion to Single Currency .............................................................................. 27
34. Margin of Preference ............................................................................................ 27
35. Evaluation of Bids .................................................................................................. 27
36. Comparison of Bids................................................................................................ 29
37. Abnormally Low Bids ............................................................................................. 29
38. Unbalanced or Front Loaded Bids ........................................................................ 29
39. Eligibility and Qualification of the Bidder ............................................................. 29
40. Employer’s right to Accept Any Bid and to Reject Any or All Bids ...................... 30
41. Standstill Period ..................................................................................................... 30
42. Notification of Intention to Award ....................................................................... 31
F. Award of Contract .......................................................................................................... 31
43. Award Criteria ........................................................................................................ 31
44. Notification of Award ............................................................................................ 31
45. Debriefing by the Employer .................................................................................. 32
46. Signing of Contract ................................................................................................ 33
47. Performance Security ............................................................................................ 33
48. Procurement Related Complaint .......................................................................... 34
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Section I - Instructions to Bidders

A. General
1. Scope of Bid 1.1 In connection with the Specific Procurement Notice -

Request for Bids (RFB), specified in the Bid Data Sheet
(BDS), the Employer, as specified in the BDS, issues this
bidding document for the Design, Supply and Installation of
Plant as specified in Section VII, Employer’s Requirements.
The name, identification and number of lots (contracts) of
this RFB are specified in the BDS.
1.2 Throughout this bidding document:
(a) the term “in writing” means communicated in written form
(e.g. by mail, e-mail, fax, including if specified in the BDS,
distributed or received through the electronic-procurement
system used by the Employer) with proof of receipt;
(b) if the context so requires, “singular” means “plural” and vice
versa;
(c) “Day” means calendar day, unless otherwise specified as
“Business Day.” A Business Day is any day that is an official
working day of the Borrower. It excludes the Borrower’s official
public holidays;
(d) “ES” means environmental and social (including Sexual
Exploitation and Abuse (SEA), and Sexual Harassment (SH));
(e) “Sexual Exploitation and Abuse” “(SEA)” means the following:
1.1.1 Sexual Exploitation is defined as any actual or attempted abuse of
position of vulnerability, differential power or trust, for sexual purposes,
including, but not limited to, profiting monetarily, socially or politically from the
sexual exploitation of another.
1.1.2 Sexual Abuse is defined as the actual or threatened physical intrusion
of a sexual nature, whether by force or under unequal or coercive conditions.
(f) “Sexual Harassment” “(SH)” is defined as unwelcome sexual
advances, requests for sexual favors, and other verbal or
physical conduct of a sexual nature by the Contractor’s
Personnel with other Contractor’s or Employer’s Personnel.
(g) “Contractor’s Personnel” is as defined in GCC Sub-Clause 1; and
(h) “Employer’s Personnel” is as defined in GCC Sub-Clause 1.
A non-exhaustive list of (i) behaviors which constitute SEA
and (ii) behaviors which constitute SH is attached to the
Code of Conduct form in Section IV.
2. Source of 2.1 The Borrower or Recipient (hereinafter called “Borrower”)
Funds indicated in the BDS has applied for or received financing
(hereinafter called “funds”) from the World Bank
(hereinafter called “the Bank”) in an amount specified in
BDS, toward the project named in BDS. The Borrower
intends to apply a portion of the funds to eligible payments
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under the contract(s) for which this bidding document is
issued.
2.2 Payment by the Bank will be made only at the request of the
Borrower and upon approval by the Bank in accordance with
the terms and conditions of the Loan (or other financing)
Agreement. The Loan (or other financing) Agreement
prohibits a withdrawal from the loan account for the
purpose of any payment to persons or entities, or for any
import of goods, equipment, plant, or materials, if such
payment or import is prohibited by a decision of the United
Nations Security Council taken under Chapter VII of the
Charter of the United Nations. No party other than the
Borrower shall derive any rights from the Loan (or other
financing) Agreement or have any claim to the proceeds of
the Loan (or other financing).
3. Fraud and 3.1 The Bank requires compliance with the Bank’s Anti-
Corruption Corruption Guidelines and its prevailing sanctions policies
and procedures as set forth in the WBG’s Sanctions
Framework, as set forth in Section VI.
3.2 In further pursuance of this policy, bidders shall permit and
shall cause their agents (where declared or not),
subcontractors, subconsultants, service providers, suppliers,
and personnel, to permit the Bank to inspect all accounts,
records and other documents relating to any initial selection
process, prequalification process, bid submission, proposal
submission and contract performance (in the case of
award), and to have them audited by auditors appointed by
the Bank.
4. Eligible Bidders 4.1 A Bidder may be a firm that is a private entity, a state-owned
enterprise or institution subject to ITB 4.6, or any
combination of such entities in the form of a joint venture
(JV) under an existing agreement or with the intent to enter
into such an agreement supported by a letter of intent. In
the case of a joint venture, all members shall be jointly and
severally liable for the execution of the entire Contract in
accordance with the Contract terms. The JV shall nominate a
Representative who shall have the authority to conduct all
business for and on behalf of any and all the members of the
JV during the Bidding process and, in the event the JV is
awarded the Contract, during contract execution. Unless
specified in the BDS, there is no limit on the number of
members in a JV.
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4.2 A Bidder shall not have a conflict of interest. Any Bidder
found to have a conflict of interest shall be disqualified. A
Bidder may be considered to have a conflict of interest for
the purpose of this Bidding process, if the Bidder:
(a) directly or indirectly controls, is controlled by or is under
common control with another Bidder; or
(b) receives or has received any direct or indirect subsidy from
another Bidder; or
(c) has the same legal representative as another Bidder; or
(d) has a relationship with another Bidder, directly or through
common third parties, that puts it in a position to influence the
Bid of another Bidder, or influence the decisions of the
Employer regarding this Bidding process; or
(e) or any of its affiliates participated as a consultant in the
preparation of the design or technical specifications of the Plant
and Installation Services that are the subject of the Bid; or
(f) or any of its affiliates has been hired (or is proposed to be hired)
by the Employer or Borrower as Project Manager for the
Contract implementation; or
(g) would be providing goods, works, or non-consulting services
resulting from or directly related to consulting services for the
preparation or implementation of the project specified in the
BDS ITB 2.1 that it provided or were provided by any affiliate
that directly or indirectly controls, is controlled by, or is under
common control with that firm; or
(h) has a close business or family relationship with a professional
staff of the Borrower (or of the project implementing agency, or
of a recipient of a part of the loan) who: (i) are directly or
indirectly involved in the preparation of the bidding document
or specifications of the Contract, and/or the Bid evaluation
process of such Contract; or (ii) would be involved in the
implementation or supervision of such contract unless the
conflict stemming from such relationship has been resolved in a
manner acceptable to the Bank throughout the Bidding process
and execution of the Contract.
4.3 A firm that is a Bidder (either individually or as a JV member)
shall not participate as a Bidder or as JV member in more
than one Bid except for permitted alternative Bids. Such
participation shall result in the disqualification of all Bids in
which the firm is involved. However, this does not limit the
participation of a Bidder as subcontractor in another Bid or
of a firm as a subcontractor in more than one Bid.
4.4 A Bidder may have the nationality of any country, subject to
the restrictions pursuant to ITB 4.8. A Bidder shall be
deemed to have the nationality of a country if the Bidder is
constituted, incorporated or registered in and operates in
conformity with the provisions of the laws of that country,
as evidenced by its articles of incorporation (or equivalent
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documents of constitution or association) and its
registration documents, as the case may be. This criterion
also shall apply to the determination of the nationality of
proposed subcontractors or subconsultants for any part of
the Contract including related Services.
4.5 A Bidder that has been sanctioned by the Bank, pursuant to
the Bank’s Anti-Corruption Guidelines, in accordance with its
prevailing sanctions policies and procedures as set forth in
the WBG’s Sanctions Framework as described in Section VI
paragraph 2.2 d., shall be ineligible to be prequalified for,
initially selected for, bid for, propose for, or be awarded a
Bank-financed contract or benefit from a Bank-financed
contract, financially or otherwise, during such period of time
as the Bank shall have determined. The list of debarred firms
and individuals is available at the electronic address
specified in the BDS.
4.6 Bidders that are state-owned enterprises or institutions in
the Employer’s Country may be eligible to compete and be
awarded a Contract(s) only if they can establish, in a manner
acceptable to the Bank, that they (i) are legally and
financially autonomous (ii) operate under commercial law,
and (iii) are not under supervision of the Employer.
4.7 A Bidder shall not be under suspension from Bidding by the
Employer as the result of the operation of a Bid-Securing
Declaration or Proposal-Securing Declaration.
4.8 Firms and individuals may be ineligible if so indicated in
Section V and (a)as a matter of law or official regulations,
the Borrower’s country prohibits commercial relations with
that country, provided that the Bank is satisfied that such
exclusion does not preclude effective competition for the
supply of goods or the contracting of works or services
required; or (b)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 or contracting of works or
services from that country, or any payments to any country,
person, or entity in that country. Where the procurement is
implemented across jurisdictional boundaries (and more
than one country is a Borrower, and is involved in the
procurement), then exclusion of a firm or individual on the
basis of ITB 4.8 (a) above by any country may be applied to
that procurement across other countries involved, if the
Bank and the Borrowers involved in the procurement agree.
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4.9 A Bidder shall provide such documentary evidence of
eligibility satisfactory to the Employer, as the Employer shall
reasonably request.
4.10 A firm that is under a sanction of debarment by the
Borrower from being awarded a contract is eligible to
participate in this procurement, unless the Bank, at the
Borrower’s request, is satisfied that the debarment; (a)
relates to fraud or corruption, and (b) followed a judicial or
administrative proceeding that afforded the firm adequate
due process.
5. Eligible Plant 5.1 The Plant and Installation Services to be supplied under the
and Installation Contract and financed by the Bank may have their origin in
Services any country in accordance with Section V, Eligible Countries.
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 different 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 1, 2, and 3, which
Bidding include all the sections indicated below, and should be read
Document in conjunction with any Addenda issued in accordance with
ITB 8.
PART 1. Bidding Procedures
• Section I - Instructions to Bidders (ITB)
• Section II - Bid Data Sheet (BDS)
• Section III - Evaluation and Qualification Criteria
• Section IV - Bidding Forms
• Section V - Eligible Countries
• Section VI - Fraud and Corruption
PART 2. Employer’s Requirements
• Section VII -Employer’s Requirements
PART 3. Conditions of Contract and Contract Forms
• Section VIII - General Conditions of Contract (GCC)
• Section IX -Particular Conditions of Contract (PCC)
• Section X -Contract Forms
6.2 The Specific Procurement Notice-Request for Bids (RFB)
issued by the Employer is not part of the bidding document.
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6.3 Unless obtained directly from the Employer, the Employer is
not responsible for the completeness of the document,
responses to requests for clarification, the Minutes of the
pre-Bid meeting (if any), or Addenda to the bidding
document in accordance with ITB 8. In case of any
contradiction, documents obtained directly from the
Employer shall prevail.
6.4 The Bidder is expected to examine all instructions, forms,
terms, and specifications in the bidding document and to
furnish with its Bid all information or documentation as is
required by the bidding document.
7. Clarification of 7.1 A Bidder requiring any clarification of the bidding document
Bidding shall contact the Employer in writing at the Employer’s
Document, Site address indicated in the BDS or raise his enquiries during the
Visit, Pre-Bid pre-Bid meeting if provided for in accordance with ITB 7.4.
Meeting The Employer will respond in writing to any request for
clarification, provided that such request is received prior to
the deadline for submission of Bids within a period specified
in the BDS. The Employer shall forward copies of its
response 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. If so
specified in the BDS, the Employer shall also promptly
publish its response at the web page identified in the BDS.
Should the clarification result in changes to the essential
elements of the bidding document, the Employer shall
amend the bidding document following the procedure
under ITB 8 and ITB 23.2.
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 Installation 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.
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7.4 If so specified in the BDS, the Bidder’s designated
representative is invited to attend a pre-Bid meeting and/or
a site visit. 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 to submit any questions in writing,
to reach the Employer not later than one week before the
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. If so specified in the BDS, the
Employer shall also promptly publish the Minutes of the pre-
Bid meeting at the web page identified in the BDS. 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. 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
Bidding Employer may amend the bidding document by issuing
Document addenda.
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. The Employer shall also promptly
publish the addendum on the Employer’s web page in
accordance with ITB 7.1.
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 23.2.
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
Bid relating to the Bid exchanged by the Bidder and the
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Employer, shall be written in the language specified in the
BDS. 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 in the language specified in the BDS, in which case,
for purposes of interpretation of the Bid, such translation
shall govern.
11. Documents 11.1 The Bid shall comprise the following:
Comprising the (a) Letter of Bid prepared in accordance with ITB12.1;
Bid (b) Price Schedules completed in accordance with ITB 12
and ITB 17;
(c) Bid Security or Bid Securing Declaration, in accordance
with ITB 20;
(d) Alternative Bid, if permissible, in accordance with ITB
13;
(e) Authorization: written confirmation authorizing the
signatory of the Bid to commit the Bidder, in
accordance with ITB 21.3;
(f) Eligibility of Plant and Installation Services:
documentary evidence established in accordance with
ITB 14.1 that the Plant and Installation Services offered
by the Bidder in its Bid or in any alternative Bid, if
permitted, are eligible;
(g) Bidder’s Eligibility and Qualifications: documentary
evidence in accordance with ITB 15.1 establishing the
Bidder’s eligibility and qualifications to perform the
Contract if its Bid is accepted;
(h) Conformity: documentary evidence in accordance to
ITB 16that the Plant and Installation Services offered by
the Bidder conform to the bidding document;
(i) Subcontractors: list of subcontractors in accordance
with ITB 16.2; and
(j) any other document required in the BDS.
11.2 In addition to the requirements under ITB 11.1, Bids submitted
by a JV shall include a copy of the Joint Venture Agreement
entered into by all members. Alternatively, a letter of intent
to execute a Joint Venture Agreement in the event of a
successful Bid shall be signed by all members and submitted
with the Bid, together with a copy of the proposed
Agreement.
11.3 The Bidder shall furnish in the Letter of Bid information on
commissions and gratuities, if any, paid or to be paid to
agents or any other party relating to this Bid
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12. Letter of Bid 12.1 The Letter of Bid and Price Schedules shall be prepared,
and Price using the relevant forms furnished in Section IV, Bidding
Schedules Forms. The forms must be completed as instructed in each
form without any alterations to the text, and no substitutes
shall be accepted except as provided under ITB 21.3. All
blank spaces shall be filled in with the information
requested.
13. Alternative 13.1 Unless otherwise specified in the BDS, alternative Bids shall
Bids not be considered.
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 III, 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 Bidder with the Most
Advantageous Bid 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 will be identified in the BDS, as will the method for their
evaluation, and described in Section VII, Employer’s
Requirements.
14. Documents 14.1 To establish the eligibility of the Plant and Installation
Establishing Services in accordance with ITB 5, Bidders shall complete the
the Eligibility country of origin declarations in the Price Schedule Forms,
of the Plant included in Section IV, Bidding Forms.
and Installation
Services
15. Documents 15.1 To establish its eligibility and qualifications to perform the
Establishing Contract in accordance with Section III, Evaluation and
the Eligibility Qualification Criteria, the Bidder shall provide the
and
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Qualifications information requested in the corresponding information
of the Bidder sheets included in Section IV, Bidding Forms.
16. Documents 16.1 The Bidder shall furnish the information stipulated in Section
Establishing IV, Bidding Forms in sufficient detail to demonstrate
the Conformity substantial responsiveness of the Bidders’ proposal to the
of the Plant work requirements and the completion time.
and 16.2 For major items of Plant and Installation Services as listed by
Installation the Employer in Section III, Evaluation and Qualification
Services 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. 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.
16.3 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 16.1.
17. Bid Prices and 17.1 Unless otherwise specified in the BDS, Bidders shall quote
Discounts for the entire Plant and Installation Services on a “single
responsibility” basis. The total Bid price shall include 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 specified in the bidding document, all in
accordance with the requirements of the General Conditions
of Contract. 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.
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17.2 Bidders are required to quote the price for the commercial,
contractual and technical obligations outlined in the bidding
document.
17.3 Bidders shall give a breakdown of the prices in the manner
and detail called for in the Price Schedules included in
Section IV, Bidding Forms.
Depending on the scope of the Contract, the Price Schedules
may comprise up to the six (6) schedules listed below.
Separate numbered Schedules included in Section IV, Bidding
Forms, from those numbered 1 to 4 below, shall be used for
each of the elements of the Plant and Installation Services.
The total amount from each Schedule corresponding to an
element of the Plant and Installation Services shall be
summarized in the schedule titled Grand Summary, (Schedule
5), giving the total Bid price(s) to be entered in the Letter of
Bid. Bidders shall note that the plant and equipment included
in Schedule Nos. 1 and 2 below exclude materials used for
civil, building and other construction works. All such
materials shall be included and priced under Schedule No. 4,
Installation Services. The Schedules comprise:
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 Services
Schedule No. 5: Grand Summary (Schedule Nos.1 to 4)
Schedule No. 6: Recommended Spare Parts
17.5. 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):
The price of the Plant shall be quoted on CIP-named
place of destination basis as specified in the BDS.
(b) Plant manufactured within the Employer’s Country
(Schedule No. 2):
(i) The price of the Plant shall be quoted on an EXW
Incoterm basis (such as “ex-works,” “ex-
factory,” “ex-warehouse” or “off-the-shelf,” as
applicable), including all customs duties, sales
and other taxes already paid or payable on the
components and raw materials used in the
manufacture or assembly of the Plant;
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(ii) Sales tax and all other taxes payable in the
Employer’s Country on the Plant if the contract is
awarded to the Bidder;
(c) Design Services (Schedule No. 3);
(d) Installation Services shall be quoted separately
(Schedule No. 4) and shall include rates or prices for
local transportation to named place of final destination
as specified in the BDS, 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.
17.6 The terms EXW, CIP, and other similar terms shall be
governed by the rules prescribed in the current edition of
Incoterms, published by the International Chamber of
Commerce, as specified in the BDS.
17.7 The prices shall be either fixed or adjustable as specified in
the BDS.
17.8 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.
17.9 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 IV, Bidding Forms.
Page 17 of 449
17.10 If so indicated in ITB 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 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.
17.11 Bidders wishing to offer any unconditional discount shall
specify in their Letter of Bid the offered discounts and the
manner in which price discounts will apply.
18. Currencies of 18.1 The currency(ies) of the Bid and the currency(ies) of
Bid and payments shall be the same. The Bidder shall quote in the
Payment currency of the Employer’s country the portion of the Bid
price that corresponds to expenditures incurred in the
currency of the Employer’s Country, unless otherwise
specified in the BDS.
18.2 The Bidder may express the Bid price in any currency. If the
Bidder wishes to be paid in a combination of amounts in
different currencies, it may quote its price accordingly but
shall use no more than three foreign currencies in addition
to the currency of the Employer’s Country.
19. Period of 19.1 Bids shall remain valid until the date specified in the BDS or
Validity of Bids any extended date if amended by the Employer in
accordance with ITB 8. A Bid that is not valid until the date
specified in the BDS, or any extended date if amended by
the Employer in accordance with ITB 8, shall be rejected by
the Employer as nonresponsive.
19.2 In exceptional circumstances, prior to the date of expiration
of the Bid validity, 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 20, the Bidder granting
the request shall also extend the Bid Security for twenty-
eight (28) days beyond the deadline of the extended validity
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, except as provided
in ITB 19.3.
19.3 If the award is delayed by a period exceeding fifty-six (56)
days beyond the expiry of the initial Bid validity specified in
accordance with ITB 19.1, the Contract price shall be
determined as follows:
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(a) in the case of fixed price contracts, the Contract price
shall be the Bid price adjusted by the factor or factors
specified in the BDS;
(b) in the case of adjustable price contracts, no adjustment
shall be made; or
(c) in any case, Bid evaluation shall be based on the Bid
price without taking into consideration the applicable
correction from those indicated above.
20. Bid Security 20.1 The Bidder shall furnish as part of its Bid, either a Bid-
Securing Declaration or a Bid Security as specified in the
BDS, in original form and, in the case of a Bid Security, in the
amount and currency specified in the BDS.
20.2 A Bid-Securing Declaration shall use the form included in
Section IV Bidding Forms.
20.3 If a Bid Security is specified pursuant to ITB 20.1, the Bid
security shall be a demand guarantee in any of the following
forms at the Bidder’s option:
(a) an unconditional guarantee issued by a bank or non-
bank financial institution (such as an insurance,
bonding or surety company);
(b) an irrevocable letter of credit;
(c) a cashier’s or certified check; or
(d) another security indicated in the BDS,
from a reputable source from an eligible country. If an
unconditional guarantee is issued by a non-bank financial
institution located outside the Employer’s Country the
issuing non-bank financial institution shall have a
correspondent financial institution located in the Employer’s
Country to make it enforceable unless the Employer has
agreed in writing, prior to Bid submission, that a
correspondent financial institution is not required. In the
case of a bank guarantee, the Bid Security shall be
submitted either using the Bid Security Form included in
Section IV, Bidding Forms, or in another substantially similar
format approved by the Employer prior to Bid submission.
The Bid Security shall be valid for twenty-eight (28) days
beyond the original date of expiry of the Bid validity, or
beyond any extended date if requested under ITB 19.2.
20.4 If a Bid Security or a Bid-Securing Declaration is specified
pursuant to ITB 20.1, any Bid not accompanied by a
substantially responsive Bid Security or Bid-Securing
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Declaration shall be rejected by the Employer as
nonresponsive.
20.5 If a Bid Security is specified pursuant to ITB 20.1, the Bid
Security of unsuccessful Bidders shall be returned as
promptly as possible upon the successful Bidder’s furnishing
of the Performance Security pursuant to ITB 47.
20.6 The Bid Security of the successful Bidder shall be returned as
promptly as possible once the successful Bidder has signed
the Contract and furnished the required Performance
Security.
20.7 The Bid Security may be forfeited:
(a) if a Bidder withdraws its Bid prior to the expiry date of
the Bid validity specified by the Bidder on the Letter of
Bid or any extended date provided by the Bidder; or
(b) if the successful Bidder fails to:
(i) sign the Contract in accordance with ITB 46; or
(ii) furnish a Performance Security in accordance
with ITB 47.
20.8 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 into a legally enforceable JV at
the time of bidding, the Bid Security or the Bid Securing
Declaration shall be in the names of all future members as
named in the letter of intent referred to in ITB 4.1 and ITB
11.2.
20.9 If a Bid Security is not required in the BDS: and
(a) if a Bidder withdraws its Bid prior to the expiry date of
the Bid validity specified by the Bidder on the Letter of
Bid or any extended date provided by the Bidder; or
(b) if the successful Bidder fails to:
(i) sign the Contract in accordance with ITB 46; or
(ii) furnish a Performance Security in accordance
with ITB 47;
the Borrower may, if provided for in the BDS, declare the
Bidder disqualified to be awarded a contract by the
Employer for a period of time as stated in the BDS.
21. Format and 21.1 The Bidder shall prepare one original of the documents
Signing of Bid comprising the bid as described in ITB 11 and clearly mark it
“Original.” Alternative Bids, if permitted in accordance with
Page 20 of 449
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 them “Copy.” In the
event of any discrepancy between the original and the
copies, the original shall prevail.
21.2 Bidders shall mark as “CONFIDENTIAL” information in their
Bids which is confidential to their business. This may include
proprietary information, trade secrets or commercial or
financially sensitive information.
21.3 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.
21.4 In the case that the Bidder is a JV, the Bid shall be signed by
an authorized representative of the JV on behalf of the JV,
and so as to be legally binding on all the members as
evidenced by a power of attorney signed by their legally
authorized representatives.
21.5 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
22. Submission, 22.1 The Bidder shall deliver the Bid in a single, sealed envelope
Sealing and (one (1) envelope process). Within the single envelope the
Marking of Bidder shall place the following separate, sealed envelopes:
Bids (a) in an envelope marked “ORIGINAL”, all documents
comprising the Bid, as described in ITB 11; and
(b) in an envelope marked “COPIES”, all required copies of
the Bid; and
(c) if alternative Bids are permitted in accordance with ITB
13, and if relevant:
(i) in an envelope marked “ORIGINAL–ALTERNATIVE BID”
the alternative Bid; and
(ii) in the envelope marked “COPIES – ALTERNATIVE BID”
all required copies of the alternative Bid.
22.2 The inner and outer envelopes shall:
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(a) bear the name and address of the Bidder;
(b) be addressed to the Employer in accordance with ITB
23.1;
(c) bear the specific identification of this Bidding process
indicated in accordance with ITB 1.1; and
(d) bear a warning not to open before the time and date
for Bid opening.
22.3 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.
23. Deadline for 23.1 Bids must be received by the Employer at the address and
Submission of no later than the date and time indicated in the BDS. When
Bids so specified in the BDS, Bidders shall have the option of
submitting their Bids electronically. Bidders submitting Bids
electronically shall follow the electronic Bid submission
procedures specified in the BDS.
23.2 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.
24. Late Bids 24.1 The Employer shall not consider any Bid that arrives after
the deadline for submission of Bids, in accordance with ITB
23. Any Bid received by the Employer after the deadline for
submission of Bids shall be declared late, rejected, and
returned unopened to the Bidder.
25. Withdrawal, 25.1 A Bidder may withdraw, substitute, or modify its bid after it
Substitution, has been submitted by sending a written notice, duly signed
and by an authorized representative, and shall include a copy of
Modification of the authorization in accordance with ITB 21.3, (except that
Bids withdrawal notices do not require copies). The
corresponding substitution or modification of the Bid must
accompany the respective written notice. All notices must
be:
(a) prepared and submitted in accordance with ITB 21 and
ITB 22 (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 23.
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25.2 Bids requested to be withdrawn in accordance with ITB 25.1
shall be returned unopened to the Bidders.
25.3 No Bid may be withdrawn, substituted, or modified in the
interval between the deadline for submission of Bids and the
date of expiry of the Bid validity specified by the Bidder on
the Letter of Bid or any extended date thereof.
26. Bid Opening 26.1 Except as in the cases specified in ITB 24 and ITB 25.2, the
Employer shall publicly open and read out in accordance
with ITB 26.5 all Bids received by the deadline at the date,
time and place specified in the BDS in the presence of
Bidders’ designated representatives and anyone who
choose to attend. Any specific electronic Bid opening
procedures required if electronic Bidding is permitted in
accordance with ITB 23.1, shall be as specified in the BDS.
26.2 First, the written notice of withdrawal in the 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.
26.3 Next, envelopes marked “Substitution” shall be opened and
read out and exchanged with the corresponding Bid being
substituted, and the substituted Bid shall not be opened,
but returned to the Bidder. No Bid substitution shall be
permitted unless the corresponding substitution notice
contains a valid authorization to request the substitution
and is read out at Bid opening.
26.4 Next, envelopes marked “Modification” shall be opened and
read out with the corresponding Bid. No Bid modification
shall be permitted unless the corresponding modification
notice contains a valid authorization to request the
modification and is read out at Bid opening.
26.5 Next, all remaining envelopes shall be opened one at a time,
reading out: the name of the Bidder and the Bid Price(s),
including any discounts and alternative Bids, and indicating
whether there is a modification; the presence or absence of
a Bid Security or Bid-Securing Declaration, if required; and
any other details as the Employer may consider appropriate.
26.6 Only Bids, alternative Bids and discounts that are opened
and read out at Bid opening shall be considered further. The
Letter of Bid and the Price Schedules are to be initialed by
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representatives of the Employer attending Bid opening in
the manner specified in the BDS.
26.7 The Employer shall neither discuss the merits of any Bid nor
reject any Bid (except for late Bids, in accordance with ITB
24.1).
26.8 The Employer shall prepare a record of the Bid opening that
shall include, as a minimum:
(a) the name of the Bidder and whether there is a
withdrawal, substitution, or modification;
(b) the Bid Price, per lot if applicable, including any
discounts;
(c) any alternative Bids; and
(d) the presence or absence of a Bid Security or a Bid-
Securing Declaration.
26.9 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.
E. Evaluation and Comparison of Bids
27. Confidentiality 27.1 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
the Bidding process until information on Intention to Award
the Contract is transmitted to all Bidders in accordance with
ITB 42.
27.2 Any effort 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.
27.3 Notwithstanding ITB 27.2, 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.
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28. Clarification of 28.1 To assist in the examination, evaluation, and comparison of
Bids the 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 prices or
substance of the 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 32.
28.2 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.
29. Deviations, 29.1 During the evaluation of Bids, the following definitions
Reservations, apply:
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.
30. Determination 30.1 The Employer’s determination of a Bid’s responsiveness is to
of be based on the contents of the Bid itself, as defined in
Responsivenes ITB11.
s 30.2 A substantially responsive 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 Installation
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.
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30.3 The Employer shall examine the technical aspects of the Bid
in particular, to confirm that all requirements of Section VII,
Employer’s Requirements have been met without any
material deviation, reservation, or omission.
30.4 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.
31. Nonmaterial 31.1 Provided that a Bid is substantially responsive, the Employer
Nonconformiti may waive any nonconformity in the Bid that does not
es constitute a material deviation, reservation or omission.
31.2 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 of the Bid.
Failure of the Bidder to comply with the request may result
in the rejection of its Bid.
31.3 Provided that a Bid is substantially responsive, the Employer
shall rectify quantifiable 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, by
adding the average price of the item or component quoted
by substantially responsive Bidders. If the price of the item
or component cannot be derived from the price of other
substantially responsive Bids, the Employer shall use its best
estimate.
32. Correction of 32.1 Provided that the Bid is substantially responsive, the
Arithmetical Employer shall correct arithmetical errors on the following
Errors basis:
(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
Page 26 of 449
(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 arithmetic error, in
which case the amount in figures shall prevail subject to
(a) and (b) above.
32.2 Bidders shall be requested to accept correction of
arithmetical errors. Failure to accept the correction in
accordance with ITB 32.1, shall result in the rejection of the
Bid.
33. Conversion to 33.1 For evaluation and comparison purposes, the currency(ies)
Single of the Bid shall be converted into a single currency as
Currency specified in the BDS.
34. Margin of 34.1 No margin of domestic preference shall apply.
Preference
35. Evaluation of 35.1 The Employer shall use the criteria and methodologies listed
Bids in this ITB and Section III, Evaluation and Qualification
criteria. No other evaluation criteria or methodologies shall
be permitted. By applying the criteria and methodologies
the Employer shall determine the Most Advantageous Bid.
This is the Bid of the Bidder that meets the qualification
criteria and that has been determined to be:
(a) substantially responsive to the bidding document; and
(b) the lowest evaluated cost.
35.2 Technical Evaluation. The Employer will carry out a detailed
technical evaluation of the Bids not previously rejected to
determine whether the technical aspects are in compliance
with the bidding document. The Bid that does not meet
minimum acceptable standards of completeness, consistency
and detail, and the specified minimum (or maximum, as the
case may be) requirements for specified functional
guarantees, will be rejected for non-responsiveness. In order
to reach its 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; conformity of the Plant and
Installation Services offered with specified
performance criteria, including conformity with the
specified minimum (or maximum, as the case may be)
requirement corresponding to each functional
guarantee, as indicated in the Specification and in
Section III, Evaluation and Qualification Criteria;
Page 27 of 449
suitability of the Plant and Installation 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;
(b) type, quantity and long-term availability of mandatory
and recommended spare parts and maintenance
services, as appplicable; and
(c) other relevant factors, if any, listed in Section III,
Evaluation and Qualification Criteria.
35.3 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.
35.4 Economic Evaluation. To evaluate a 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 arithmetic errors in
(c) price adjustment due to discounts offered in
(d) price adjustment due to quantifiable nonmaterial
nonconformities in accordance with ITB 31.3;
(e) converting the amount resulting from applying (a) to
(c) above, if relevant, to a single currency in accordance
with ITB 33; and
(f) the evaluation factors specified in the BDS and in
Section III, Evaluation and Qualification Criteria.
35.5 If price adjustment is allowed in accordance with ITB 17.7,
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.
35.6 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 cost of the lot (contract)
combinations, including any discounts offered in the Letter
of Bid, is specified in Section III, Evaluation and Qualification
Criteria.
Page 28 of 449
36. Comparison of 36.1 The Employer shall compare the evaluated costs of all
Bids substantially responsive Bids established in accordance with
ITB 35.4 to determine the Bid that has the lowest evaluated
cost.
37. Abnormally 37.1 An Abnormally Low Bid is one where the Bid price, in
Low Bids combination with other elements of the Bid, appears so low
that it raises material concerns as to the capability of the
Bidder to perform the Contract for the offered Bid Price.
37.2 In the event of identification of a potentially Abnormally
Low Bid, the Employer shall seek written clarifications from
the Bidder, including detailed price analyses of its Bid price
in correlation to the subject matter of the contract, scope,
proposed methodology, schedule, allocation of risks and
responsibilities and any other requirements of the bidding
document.
37.3 After evaluation of the price analyses, in the event that the
Employer determines that the Bidder has failed to
demonstrate its capability to deliver the contract for the
offered tender price, the Employer shall reject the Bid.
38. Unbalanced or 38.1 If the Bid that is evaluated as the lowest evaluated cost is, in
Front Loaded the Employer’s opinion, seriously unbalanced or front
Bids loaded the Employer may require the Bidder to provide
written clarifications. Clarifications may include detailed
price analyses to demonstrate the consistency of the Bid
prices with the scope of works, proposed methodology,
schedule and any other requirements of the bidding
document.
38.2 After the evaluation of the information and detailed price
analyses presented by the Bidder, the Employer may:
(a) accept the Bid; or
(b) if appropriate, require that the total amount of the
Performance Security be increased, at the expense of
the Bidder, to a level not exceeding twenty percent
(20%) of the Contract Price; or
(c) reject the Bid.
39. Eligibility and 39.1 The Employer shall determine to its satisfaction whether the
Qualification of Bidder that is selected as having submitted the lowest
the Bidder evaluated cost and substantially responsive Bid is eligible
and meets the qualifying criteria specified in Section III,
Evaluation and Qualification Criteria.
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39.2 The determination shall be based upon an examination of
the documentary evidence of the Bidder’s qualifications
submitted by the Bidder, pursuant to ITB 15.1. The
determination shall not take into consideration the
qualifications of other firms such as the Bidder’s
subsidiaries, parent entities, affiliates, subcontractors (other
than Specialized Subcontractors if permitted in the bidding
document) or any other firm(s) different from the Bidder.
39.3 An affirmative determination shall be a prerequisite for
award of the Contract to the Bidder. A negative
determination shall result in disqualification of the Bid, in
which event the Employer shall proceed to the Bidder who
offers a substantially responsive Bid with the next lowest
evaluated cost to make a similar determination of that
Bidder’s qualifications to perform satisfactorily.
39.4 The capabilities of the manufacturers and subcontractors
proposed in its Bid to be used by the Bidder with the Most
Advantageous Bid for identified major items of supply or
services will also be evaluated for acceptability in
accordance with Section III, 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.
40. Employer’s 40.1 The Employer reserves the right to accept or reject any Bid,
right to Accept and to annul the Bidding process and reject all Bids at any
Any Bid and to time prior to Contract Award, without thereby incurring any
Reject Any or liability to Bidders. In case of annulment, all Bids submitted
All Bids and specifically, Bid securities shall be promptly returned to
the Bidders.
41. Standstill 41.1 The Contract shall not be awarded earlier than the expiry of
Period the Standstill Period. The Standstill Period shall be ten (10)
Business Days unless extended in accordance with ITB 45.
The Standstill Period commences the day after the date the
Employer has transmitted to each Bidder the Notification of
Intention to Award the Contract. Where only one Bid is
submitted, or if this contract is in response to an emergency
Page 30 of 449
situation recognized by the Bank, the Standstill Period shall
not apply.
42. Notification of 42.1 The Employer shall send to each Bidder the Notification of
Intention to Intention to Award the Contract to the successful Bidder. The
Award Notification of Intention to Award shall contain, at a
minimum, the following information:
(a) the name and address of the Bidder submitting the
successful Bid;
(b) the Contract price of the successful Bid;
(c) the names of all Bidders who submitted Bids, and their
Bid prices as readout, and as evaluated;
(d) a statement of the reason(s) the Bid (of the unsuccessful
Bidder to whom the notification is addressed) was
unsuccessful, unless the price information in c) above
already reveals the reason;
(e) the expiry date of the Standstill Period; and
(f) instructions on how to request a debriefing and/or
submit a complaint during the standstill period.
F. Award of Contract
43. Award Criteria 43.1 Subject to ITB 40, the Employer shall award the Contract to
the successful Bidder. This is the Bidder whose Bid has been
determined to be the Most Advantageous Bid. This is the Bid
of the Bidder that meets the qualification criteria and whose
Bid has been determined to be:
44. Notification of 44.1 Prior to the date of expiry of the bid validity, and upon
Award expiry of the Standstill Period, specified in ITB 41.1 or any
extension thereof, and upon satisfactorily addressing any
complaint that has been filed within the Standstill Period,
the Employer shall notify the successful Bidder, in writing,
that its Bid has been accepted. The notification of award
(hereinafter and in the Contract Forms called the “Letter of
Acceptance”) shall specify the sum that the Employer will
pay the Contractor in consideration of the execution of the
contract (hereinafter and in the Conditions of Contract and
Contract Forms called “the Contract Price”).
44.2 Within ten (10) Business Days after the date of transmission
of the Letter of Acceptance, the Employer shall publish the
Page 31 of 449
Contract Award Notice which shall contain, at a minimum,
the following information:
(a) name and address of the Employer;
(b) name and reference number of the contract being
awarded, and the selection method used;
(c) names of all Bidders that submitted Bids, and their
Bid prices as read out at Bid opening, and as
evaluated;
(d) names of all Bidders whose Bids were rejected
either as nonresponsive or as not meeting
qualification criteria, or were not evaluated, with
the reasons therefor;
(e) the name of the successful Bidder, the final total
contract price, the contract duration and a
summary of its scope; and
(f) successful Bidder’s Beneficial Ownership Disclosure
Form, if specified in BDS ITB 46.1.
44.3 The Contract Award Notice shall be published on the
Employer’s website with free access if available, or in at
least one newspaper of national circulation in the
Employer’s Country, or in the official gazette. The Employer
shall also publish the contract award notice in UNDB online.
44.4 Until a formal contract is prepared and executed, the Letter
of Acceptance shall constitute a binding Contract
45. Debriefing by 45.1 On receipt of the Employer’s Notification of Intention to
the Employer Award referred to in ITB 42, an unsuccessful Bidder has
three (3) Business Days to make a written request to the
Employer for a debriefing. The Employer shall provide a
debriefing to all unsuccessful Bidders whose request is
received within this deadline.
45.2 Where a request for debriefing is received within the
deadline, the Employer shall provide a debriefing within five
(5) Business Days, unless the Employer decides, for
justifiable reasons, to provide the debriefing outside this
timeframe. In that case, the standstill period shall
automatically be extended until five (5) Business Days after
such debriefing is provided. If more than one debriefing is
so delayed, the standstill period shall not end earlier than
five (5) Business Days after the last debriefing takes place.
The Employer shall promptly inform, by the quickest means
available, all Bidders of the extended standstill period.
45.3 Where a request for debriefing is received by the Employer
later than the three (3)-Business Day deadline, the Employer
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should provide the debriefing as soon as practicable, and
normally no later than fifteen (15) Business Days from the
date of publication of Public Notice of Award of contract.
Requests for debriefing received outside the three (3)-day
deadline shall not lead to extension of the standstill period.
45.4 Debriefings of unsuccessful Bidders may be done in writing
or verbally. The Bidder shall bear their own costs of
attending such a debriefing meeting.
46. Signing of 46.1 The Employer shall send to the successful Bidder the Letter
Contract of Acceptance including the Contract Agreement, and, if
specified in the BDS, a request to submit the Beneficial
Ownership Disclosure Form providing additional information
on its beneficial ownership. The Beneficial Ownership
Disclosure Form, if so requested, shall be submitted within
eight (8) Business Days of receiving this request.
46.2 The successful Bidder shall sign, date and return to the
Employer, the Contract Agreement within twenty-eight (28)
days of its receipt.
46.3 Notwithstanding ITB 46.2 above, in case signing of the
Contract Agreement is prevented by any export restrictions
attributable to the Employer, to the country of the
Employer, or to the use of the Plant and Installation Services
to be supplied, where such export restrictions arise from
trade regulations from a country supplying those Plant and
Installation Services, the Bidder shall not be bound by its
Bid, always provided, however, that the Bidder can
demonstrate to the satisfaction of the Employer and of the
Bank that signing of the Contact Agreement has not been
prevented by any lack of diligence on the part of the Bidder
in completing any formalities, including applying for permits,
authorizations and licenses necessary for the export of the
Plant and Installation Services under the terms of the
Contract.
47. Performance 47.1 Within twenty-eight (28) days of the receipt of the Letter of
Security Acceptance from the Employer, the successful Bidder shall
furnish the Performance Security in accordance with the
General Conditions of Contract GCC 13.3, subject to ITB 38,
using for that purpose the Performance Security Form
included in Section X, Contract Forms, or another form
acceptable to the Employer. If the Performance Security
furnished by the successful Bidder is in the form of a bond, it
shall be issued by a bonding or insurance company that has
been determined by the successful Bidder to be acceptable
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to the Employer. A foreign institution providing a bond shall
have a correspondent financial institution located in the
Employer’s Country, unless the Employer has agreed in
writing that a correspondent financial institution is not
required.
47.2 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. In that event the
Employer may award the Contract to the Bidder offering the
next Most Advantageous Bid.
48. Procurement 48.1 The procedures for making a Procurement-related
Related Complaint are as specified in the BDS.
Complaint
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Sec%on II – Bid Data Sheet (BDS) 35
Section II - Bid Data Sheet

The following specific data for the Facilities to be procured shall complement, supplement, or
amend the provisions in the Instructions to Bidders (ITB). Whenever there is a conflict, the
provisions herein shall prevail over those in ITB.
A. General
ITB 1.1 The reference number of the Request for Bids (RFB) is: KE-REA-373014-CW-
Scope of Bid RFB
The Employer is: Rural Electrification and Renewable Energy Corporation
The name of the RFB is: Design, Supply, Installation and Commissioning of Solar
Photovoltaic Generation Plants with Associated Power Distribution Network
(Mini-Grids) in Turkana, Marsabit, Samburu & Isiolo Counties in Kenya with 7
Years Operations and Maintenance (O&M) Services
The number and identification of lots (contracts) comprising this RFB is: Six (6)
KE-REA-373014-CW-RFB Lot 1: Design, Supply, Installation and Commissioning
of 6No. Solar Photovoltaic Generation Plants with Associated Power
Distribution Network (Mini-Grids) in parts of Turkana County (Turkana North
and West Constituencies) with 7 Years Operations and Maintenance (O&M)
Services
Distribution Network (Mini-Grids) in parts of Turkana County (Turkana East,
Turkana Central, Turkana South & Loima Constituencies) with 7 Years
Operations and Maintenance (O&M) Services
Distribution Network (Mini-Grids) in parts of Marsabit County (Moyale and
Saku Constituencies) with 7 Years Operations and Maintenance (O&M)
Distribution Network (Mini-Grids) in parts of Marsabit County (Laisamis and
North Horr Constituencies) with 7 Years Operations and Maintenance (O&M)
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449
Distribution Network (Mini-Grids) in parts of Samburu County (Samburu West,
Samburu North and Samburu East Constituencies) with 7 Years Operations and
Maintenance (O&M) Services
Distribution Network (Mini-Grids) in parts of Isiolo County (Isiolo North & Isiolo
South Constituencies) with 7 Years Operations and Maintenance (O&M)
Services
ITB 1.2 (a) Electronic –Procurement System
The Employer shall not use electronic-procurement system to manage this
Bidding process.
ITB 2.1 The Borrower is: Government of Kenya
Source of Funds The amount of the financing borrowed by GoK for the whole project is: Eur
133.8 Million
The name of the Project is: Kenya Off-Grid Solar Access Project for
Underserved Counties (KOSAP)
ITB 4.1 Maximum number of members in the Joint Venture (JV) shall be: Three (3)
Eligible Bidders The individuals or firms in a joint venture, consortium or association Shall be
jointly and severally liable.
Add the following at the end of ITB Clause 4.1
The joint venture agreement should indicate precisely the responsibility of all
members of JV in respect of planning, design, manufacturing, supply,
installation, commissioning and training. All members of JV should have active
participation in execution during the currency of the contract. This should not
be varied/modified subsequently without prior approval of the Employer.
ITB 4.5 A list of debarred firms and individuals is available on the Bank’s external
website: http://www.worldbank.org/debarr.
B. Bidding Document
ITB 7.1 For Clarification of Bid purposes only, the Employer’s address is:
Clarification of Attention: Project Manager
Bidding Rural Electrificaiton and Renewable Energy
Document, Site Corporation
Visit, Pre-Bid Street Address: Kawi House,South C
Meeting Floor/Room number: Ground Floor
City: Nairobi
ZIP Code: 00100
Country: Kenya
Telephone: +254-709193000/3600
Electronic mail address: procurement@rerec.co.ke
And copy to: tenders@rerec.co.ke
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Requests for clarifications should be received by the Purchaser no later than
14 days, prior to the deadline for submission of Bids.
ITB 7.4 A Pre-Bid meeting shall take place at the following date, time and place:
Date: 15th September, 2023
Time: 1030H East Africa Time
Place: Room 1, Kawi House auditorium, South C, Nairobi
There shall be no mandatory site visit. However
Interested bidders are strongly advised to visit all the sites and familiarize
themselves fully with the site conditions before bidding. Non-familiarity with
the site conditions will not be acceptable for any type of extra claims or for not
carrying out the construction and installation of mini-grids in strict conformity
with the Employer’s Requirement and Technical Specification or for any delay
in date of Commissioning.
ITB 7.6 Web page for publishing Minutes of Pre-Bid Meeting: www.rerec.co.ke
C. Preparation of Bids
ITB 10.1 The language of the Bid is: English.
Language of Bid All correspondence exchange shall be in English language.
Any document in a language other than English must be translated into
English by a certified and recognized body.
ITB 11.1 (j) The Bidder shall submit the following additional documents in its Bid for the
Documents following major items as listed below:
Comprising the 1) Manufacturer’s Authorization addressed to Rural Electrification and
Bid Renewable Energy Corporation (REREC) incase the bidder is not a
manufacturer
2) Manufacturer’s Warranty as stipulated in the Technical Specifications
(Volume II).
(Note: The Bidder shall use for the purpose of No. 1&2 above, the
‘Manufacturer’s Authorization and Warranty Form’ provided in Section
IV).
3) Guaranteed Technical Particulars (GTPs) duly completed and signed by
the Manufacturer as per Volume II, Employers Requirements and
Technical Specifications (Appendix 2).
4) Manufacturers shall submit ISO 9001:2015 or equivalent or higher
quality assurance certifications. A copy of such certificates shall be
submitted with the bid.
5) Type Test Reports and certificates from accredited laboratories as
required in the technical specifications
Copies of Type Test Reports shall meet the following requirements:

i. Type Test Reports shall have been carried out by a laboratory
independent from the manufacturer or with the witness of
independent laboratory. Accreditation certificate for the
testing laboratory shall be presented.
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ii. Type Test Reports shall include all items tested and results
confirming that they meet the requirements of applied
standards as stipulated in Tender Documents.
iii. Type Test reports shall have Report Numbers for authentication
6) Accreditation Certificate of the testing Laboratory that issued the type
test certificate
7) Technical data sheet (brochures, catalogues, drawings) describing in
the details the offered items.
8) Documentary Evidence indicating manufacturers Supplies record as
follows;
i. List of manufacturer’s customer sales records submitted to
support the offer.
ii. Details of the previous supply contracts:
a. The Client’s name, address and contact person as well as its
location.
b. Copies of signed contracts, award letters, and Purchase
Orders indicating quantity supplied under the contract
9) Forced Labor Performance Declaration as per section III Evaluation
and Qualification Criteria (The bidder as well as subcontractors,
suppliers and/or manufacturers proposed by the bidder must also
make the declaration)
The major items in this project are:

No Major equipment
1 Solar Photovoltaic Modules
2 Battery Energy Storage System
3 PV Inverter
4 Battery Inverter
5 Diesel Generator
6 Transformers (step up and step down transformers)
7 Concrete Poles (10m, 11m, 12m)
8 Conductors (75 Sqmm ACSR, 100 Sqmm bare All Aluminium, 50
Sqmm bare All Aluminium)
Additional MANDATORY documents that the Bidder MUST submit with its
bid are;
a) Forced Labor Declaration (The Bidder shall use for this purpose the
‘Forced Labor Declaration’ form provided in Section IV - Bidding
Forms)
b) Forced Labor Performance Declaration as per section III Evaluation
and Qualification Criteria (The bidder as well as subcontractors,
suppliers and/or manufacturers proposed by the bidder must also
make the declaration)
c) Site organization chart
d) Method statement/work methodology
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e) Implementation schedule comprising; mobilization program,
manufacturing program and construction schedule with start and
finish dates.
f) Management Strategies and Implementation Plans (MSIP) to manage
the (ES) risks.
The Bidder shall submit Management Strategies and Implementation
Plans (MSIP) to manage all the Environmental, Social, Health and
Safety (ES) risks;
i. The Construction and Community Health and Safety Management
Plans to ensure the safety all construction workers and the project
host local communities from construction hazards;
ii. Environmental and Social Management Plans to safeguard against
environmental pollution and construction induced social impacts;
iii. HR and Labour Influx Management Plans to help manage all the
related social impact
iv. Sexual Exploitation, and Abuse (SEA) prevention and response
action plan
v. Stakeholder Engagement Plan to help guide communication with all
stakeholders including engagement with, and inclusion of the project
affected persons (PAPs), the Vulnerable and Marginalised Groups
(VMGs/IPs) as defined by the World Bank’s Operational Policy 4.10 (OP
4.10) to maintain the required social capital to implement the project
and to ensure that VMGs are included in project benefits;
g) Code of Conduct for Contractor’s Personnel (ES)
The Bidder shall submit its Code of Conduct that will apply to the
Contractor’s Personnel (as defined in GCC Sub- Clause 1) employed for
the execution of Installation Services (defined in GCC Sub- Clause 1) at
the Site (or other places in the country where the Site is located), to
ensure compliance with the Contractor’s Environmental and Social
(ES) obligations under the Contract.
The Bidder shall use for this purpose the Code of Conduct form
provided in Section IV. No substantial modifications shall be made to
this form, except that the Bidder may introduce additional
requirements, including as necessary to take into account specific
Contract issues/risks.
h) Grievance Redress Mechanism
i) Bidder’s audited financial statements for the last five (5) years as
stipulated in Section III of the Evaluation criteria.
j) Documentary evidence to support previous experience:
i. The Client’s name, email and physical address as well as name and
telephone number of the contact person.
ii. Copies of signed contracts, award letters with the contract amount.
iii. Completion/commisioning and operational/ take-over certificates
provided.
Page 39 of 449
Note: Upon award of contract, the contractor shall be required to meet the class
registration requirements for Energy and Petroleum Regulatory Authority
(EPRA) and National Construction Authority (NCA)
ITB 13.1 Alternative Bids shall not be considered.

Alternative Bids
ITB 13.2 Alternatives to the Time Schedule shall not be permitted.
ITB 13.4 Alternative technical solutions shall be permitted for the following parts of
the Plant and Installation Services: Not Applicable
ITB 17.1 Bidders shall quote for the following components or services on a single
Bid Prices and responsibility basis: Lot 1, Lot 2, Lot 3, Lot 4, Lot 5, Lot 6.
Discounts
ITB 17.5 (a) and (a) Place of destination: CIP Mombasa
(d) CIP for goods to be procured from abroad and Exworks for goods to be
supplied from within the country.
For Goods to be supplied from abroad, the supplier shall be responsible for
clearance of the equipment. However, REREC shall make direct payment to Kenya
Revenue Authority (KRA) for the cost of the following;
i) Custom Duties
ii) Import Declaration Fees
iii) Value Added Tax (VAT)
iv) Kenya Railway Development Levy (KRDL)
The bidders shall include in their Bid the agency fees for clearing and forwarding
charges for Mombasa Port, Inland Container Depots and border points. The
clearing and forwarding charges shall be included in the Price Schedule for Plant
to be supplied from abroad (Schedule No1).
(d) Final destination: Project Site - As specified in the description of each Lot.
ITB 17.6 The Incoterms edition is: Incoterms 2020
ITB 17.7 Phase 1: Supply & Installation
The prices/costs quoted by the Bidder shall be fixed and not be subject to
adjustment during the performance of the Contract.
Phase 2: Operations & Maintenance
The prices/costs quoted by the Bidder shall be subject to adjustment during
the performance of the Contract.
ITB 17.10 Conditional discounts shall be allowed
ITB 18.1 The currencies of the bid shall be any easily convertible currencies but no
Currencies of Bid more than three foreign currencies in addition to the currency of the
and Payment Employer’s Country.
The unit rates and prices shall be quoted by the Bidder in the Schedules
separately in the following currencies:
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(i) For those inputs to the Works that the Bidder expects to supply from
within the Employer’s country, in Kenya Shillings (KES), which is the “local
currency”; and
(ii) For those inputs to the Works that the Bidder expects to supply from
outside the Employer’s country (referred to as “the foreign currency
requirements”), in any easily convertible currencies but no more than three
foreign currencies.
ITB 19.1 The Bid validity period shall be 120 days from the date of tender opening.
Period of Validity
of Bids
ITB 19.3 (a) The Bid price shall be adjusted by the following factor(s): Not Applicable
ITB 20.1 The Bidder shall furnish, as part of its Bid, a Bid security in the form of a Bank
Bid Security Guarantee Only for the amount as specified below, or in their equilvalents
based on associated Lot (s).
Lot No Bid Security Amount in KES or
equivalent in a freely
convertible currency
KE-REA-373014-CW-RFB LOT 1 8,000,000.00
KE-REA-373014-CW-RFB LOT 2 9,500,000.00
KE-REA-373014-CW-RFB LOT 3 5,000,000.00
KE-REA-373014-CW-RFB LOT 4 6,250,000.00
KE-REA-373014-CW-RFB LOT 5 5,000,000.00
KE-REA-373014-CW-RFB LOT 6 6,250,000.00
Note:
Bid Security is required for each lot as per amounts indicated against each lot.
ITB 20.3 (d) Other types of acceptable securities: None
ITB 21.1 The Bidder shall enclose the original and all copies of the bid, in separate sealed
Format and envelopes, duly marking the envelopes as “ORIGINAL”, “COPY 1”, “COPY 2,” and a
Signing of Bid Soft Copy in a Flash Disk.
In the event of any discrepancy between the original and the hard/soft copies,
the original shall prevail.
These inner envelopes containing the original and the copies shall then be
enclosed in one single Outer envelope.
ITB 21.3 The written confirmation of authorization to sign on behalf of the Bidder shall
consist of:
(a) A written Power of Attorney, stamped and signed by their legally
authorized representatives/company directors including the
specimen signature of the Authorized person. The power of attorney
shall be commissioned by a Commissioner of Oaths, or equivalent.
(b) In the case of Bids submitted by an existing or intended JV an

undertaking signed by all parties (i) stating that all parties shall be
Page 41 of 449
jointly and severally liable, if so required in accordance with ITB 4.1,
and (ii) nominating a Representative who shall have the authority to
conduct all business for and on behalf of any and all the parties of the
JV during the bidding process and, in the event the JV is awarded the
Contract, during contract execution.
D. Submission and Opening of Bids
ITB 23.1 For bid submission purposes only, the Employer’s address is:
Deadline for Attention: Chief Executive Officer
Submission of Rural Electrification & Renewable Energy Corporation
Bids
Kawi House, Ground floor, South C, Bellevue
Nairobi, Kenya
The deadline for bid submission is:

Date: 17th October, 2023
Time: 10.00 a.m
Bidders shall not have the option of submitting their bids electronically
ITB 26.1 The bid opening shall take place at:
Bid Opening Street Address: Kawi House Auditorium, South C, Nairobi
Floor/Room number: Room 1/ Mezzanine Floor
City: Nairobi
Country: Kenya
Date: 17th October, 2023
Time: 10.30a.m
ITB 26.6 The Letter of Bid and Price Schedules shall be initialed by representatives of
the Employer conducting Bid opening.
[Procedure: Each Bid shall be initialed by all representatives and shall be
numbered]
E. Evaluation, and Comparison of Bids
ITB 33.1 The currency that shall be used for Bid evaluation and comparison purposes
Conversion to to convert (at the selling exchange rate) all Bid prices expressed in various
Single Currency currencies into a single currency is: Kenya Shillings (KES)
The source of exchange rate shall be: The Central Bank of Kenya
The date for the exchange rate shall be: Selling Rate at the deadline date for
submission of bids.
ITB 35.4 (f) The adjustments shall be determined using the following criteria, from
Evaluation amongst those set out in Section III, Evaluation and Qualification Criteria:
factors [refer to Section III, Evaluation and Qualification Criteria; insert
complementary details if necessary]
(a) Deviation in Time for Completion: No.
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(b) Life cycle costs: the projected operating and maintenance costs during
the life of the Facilities: yes, See Methodology and criteria in Section
III, Evaluation and Qualification Criteria
(c) Functional Guarantees of the Facilities: No
(d) Work, services, facilities, etc., to be provided by the employer: No
ITB 46.1 The successful Bidder shall submit the Beneficial Ownership Disclosure Form.
Signing of
Contract
ITB 48.1 The procedures for making a Procurement-related Complaint are detailed in
Procurement the “Procurement Regulations for IPF Borrowers (Annex III).” If a Bidder
Related wishes to make a Procurement-related Complaint, the Bidder should submit
Complaint its complaint following these procedures, in writing to:
Attention: Chief Executive Officer
Rural Electrification & Renewable Energy Corporation
Street Address: Kawi House, South C, Bellevue

Floor/Room number: 4th Floor
City: Nairobi
Country: KENYA
Telephone: +254-709-193000/3600
Email address: procurement@rerec.co.ke
NOTE:
Since this procurement is an international competitive bidding, following the
Financing Agreement that the GoK entered with the World Bank, it is applying
the World Bank Procurement Regulations for IPF Borrowers and therefore
using the World Bank’s Standard Procurement Document. Any procurement
related complaint shall be logged and governed consistent to the World Bank’s
“Procurement Regulations for IPF Borrowers (Annex III).
Page 43 of 449
Sec%on III – Evalua%on and Qualifica%on Criteria 45
Section III - Evaluation and Qualification

Criteria
This Section contains all the criteria that the Employer shall use to evaluate Bids and
qualify Bidders. No other factors, methods or criteria shall be used other than those
specified in this bidding document.
The Bidder shall provide all the information requested in the forms included in Section IV,
Bidding Forms.
Page 5 of
449
Table of Criteria
1. Evaluation ........................................................................................................................... 47
1.1 Technical Evaluation ...................................................................................................... 47
1.2 Economic Evaluation .................................................................................................... 47
1.3 Multiple Contracts (ITB 35.6) ....................................................................................... 48
2. Qualification ....................................................................................................................... 52
1 Eligibility ........................................................................................................................... 52
2. Historical Contract Non-Performance ........................................................................... 53
3 Financial Situation ........................................................................................................... 57
4 Experience....................................................................................................................... 59
2.5 Contractor’s Representative and other Key Personnel per Lot ................................ 65
2.6 Equipment .................................................................................................................... 66
Page 46 of 449
The Employer shall use the criteria and methodologies listed in this Section to evaluate
Bids. By applying the criteria and methodologies, the Employer shall determine the Most
Advantageous Bid. This is the Bid of the Bidder that meets the qualification criteria and
whose Bid has been determined to be:
1. Evaluation
1.1 Technical Evaluation
In addition to the criteria listed in ITB 35.2 (a) and (b), the following factors shall apply:
Technical analysis as per Bid Response Sheet 1 (Employer’s requirements -Technical
Specifications) shall be met.
1.2 Economic Evaluation
The following factors and methods will apply:

(a) Time Schedule
Time to complete the i) Solar Power Generation Plant and Installation Services and
ii) PDN and its installation from the effective date specified in Article 3 of the Contract
Agreement for determining time for completion of pre-commissioning activities is:
twelve (12) months for all the mini-grids under Lots 1-6. No credit will be given for
earlier completion and the Defect Liability Period shall be five hundred and forty
(540) days from the date of Completion of the Facilities (or any part thereof) or one
year from the date of Operational Acceptance of the Facilities (or any part thereof),
whichever first occurs. Bids offering a completion date beyond the maximum
designated period shall be rejected.
(b) Life Cycle Costs

Since the costs of operating and maintenance services of the facilities being
procured form a major part of the life cycle cost of the facilities, these costs will be
evaluated according to the principles given hereafter, based on prices furnished by
each Bidder in the Schedule of Rates and Prices provided in this Bidding Document
(schedule No. 6).
Refer to the Determination of the Evaluated Bid Price (EBP) methodology specified
in the subsequent section of this bidding document.
The price of recommended spare parts quoted in Price Schedule No. 8 shall not be
considered for evaluation except for information purpose. O&M will be the
responsibility of the contractor.
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(c) Functional Guarantees of the Facilities-N/A

The minimum (or maximum) requirements stated in the Specification for
functional guarantees required in the Specification are: N/A
(d) Work, services, facilities, etc., to be provided by the Employer

N/A
(e) Sustainable procurement

N/A
(f) Alternative technical solutions for specified parts
N/A
(g) Specific additional criteria

The relevant evaluation method, if any, shall be as follows:
1) It is mandatory that a bidder is to quote for all mini grids in the selected lots. If a
bidder does not quote for all mini-grids in a particular lot, the offer will be
considered as non-responsive for that lot.
2) It is mandatory to quote for power generation, distribution network and 7 Years

Operations and Maintenance (O&M) Services for all mini-grids in a particular lot.
1.3 Multiple Contracts (ITB 35.6)
If in accordance with ITB 1.1, Bids are invited for more than one lot, the contract will be
awarded to the Bidder or Bidders offering a substanFally responsive Bid(s) and the lowest
evaluated cost to the Employer for combined lots (maximum two (2) lots, subject to the
selected Bidder(s) meeFng the required qualificaFon criteria for a lot or combinaFon of lots
as the case may be.
In determining the Bidder or Bidders that offer the total lowest evaluated cost to the Employer,
aPer considering all possible combinaFon of lots, the Employer shall apply the following steps
in sequence:
(a) evaluate individual lots to determine the substanFally responsive Bids and
corresponding evaluated costs;
(b) for each lot, rank the substanFally responsive Bids starFng from the lowest
evaluated cost for the lot;
(c) apply to the evaluated costs listed in (b) above, any applicable discounts/price
reducFons offered by a bidder (s) for the award of mulFple contracts based on
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the discounts and the methodology for their applicaFon offered by the
respecFve Bidder; and
(d) determine contract award on the basis of the combinaFon of lots that offer the
total lowest evaluated cost to the Employer.
Bidders have the opFon to bid for more than one lot, the contract will be awarded to the
Bidder or Bidders offering a substanFally responsive Bid(s) and the lowest evaluated cost to
the Employer for combined lots, subject to the selected Bidder(s) meeFng the required
qualificaFon criteria for a lot or combinaFon of lots as the case may be. However, the
maximum number of lots a bidder may be awarded shall be two (2) lots. The criteria to be
used in arriving at the lots to be awarded for any bidder evaluated as the lowest in more
than one lot shall be the lots combinaFon that gives the employer the lowest total cost
across the respecFve lots.
Bidders may bid for any lot but award will be limited to a maximum of two lots.
For Multiple Contracts (2 or more lots – see BDS, ITB 1.1), the criteria for qualification are
the cumulative minimum requirements for respective lots under items 3.1, 3.2, 4.2 (a) and
4.2 (b).
The bidders shall note that Each lot shall constitute one contract
NB: The general geographical locations of the lots are detailed under Section VII of this
bidding document (Work Requirements) complete with details relating to the scope.
In determining Bidder or Bidders that offer the total lowest evaluated cost to the
Employer, after considering all possible combination of lots, the Employer shall apply the
following steps in sequence:
(a) Step 1: Conduct preliminary evaluation to determine responsiveness of each bid
with regards to terms of legal, eligibility and completeness to the requirements
of the issued bidding document.
(b) Step 2: Evaluate completeness and responsiveness of individual Mini-grids for

each lot for which bids are submitted independently to determine substantial
responsiveness to technical requirements and schedule of requirements for
each mini grid.
(c) Step 3: Evaluate financial proposal for supply and installation - Phase I plus
operations and maintenance – Phase 2 - and apply any discounts or price
reductions offered by the Bidder to the evaluated prices, if applicable.
(d) Step 4: Award contract on the basis of the lowest evaluated bid price for Lot 1,
Lot 2, Lot 3, Lot 4, Lot 5 and Lot 6 taking into account the composite bid analysis
for all mini-grids in each lot.
Page 49 of 449
All prices quoted by bidders for O&M Services will be evaluated using a Net Present Value
(NPV) analysis. The discount rate (“r”) will be 8%. For simplicity, although the O&M
payments to the contractor will be paid quarterly, the bidder will quote annual amounts
for each of 7 Years of Operations and Maintenance (O&M) Services.
Determination of the Evaluated Bid Price (EBP)
The financial proposal of each bidder will include the following items:
1- Price for all items in the scope of bid: Design, supply and installation of the Mini
grid SPGP and PDN: Supply and Installation Cost (SIC)
2- Annual price of Operation and Maintenance services (O&M Cost):
The O&M contract payments will be made as follows:

(i) During first four years of the O&M period, 11.5% of the contract price will be paid
yearly for O&M costs.
(ii) 18% of the contract price shall be paid annually during the year 5 to 7 for O&M.
Therefore, the price quotation for the O&M should vary based on these ratios as
indicated in price schedule No. 6. (The supply and installation (SIC) portion of the contract
shall be paid upon completion of facilities certified by Project Manager through a
progressive payment schedule as described in the PCC).
The Evaluated Bid Price (EBP) to determine the lowest evaluated bid will be computed
as:
EBP = SIC + NPV of O&M Cost, where:
- NPV is the Net Present Value of the O&M Cost (over the 7 years of O&M.)
- SIC and O&M Cost are the values quoted by the bidders in their financial
proposal;
Evaluated Bid price shall be calculated using the following method:

Total sum of:
STEPS Cost
For each mini-grid
1 Supply of Plant and Mandatory Spare Parts (SPGP, PDN, DG, A1
and BESS) Supplied from Abroad (Schedule 1)
2 Supply of Plant and Mandatory Spare Parts (SPGP, PDN, DG, A2
and BESS) Supplied from Within the Employer’s Country
(Schedule 2)
3 Survey & Design services of SPGP, PDN, DG, and BESS A3
(Schedule 3)
4 Installation, commissioning and other services for SPGP, A4
PDN, DG, and BESS (Schedule 4)
Page 50 of 449
5 Environmental, Social, Health and Safety (ESHS) Services A5

(schedule 5)
6 Net Present Value of annual fees for Operation and A6
Maintenance (including supply and installation of all
necessary replacement equipment and materials) of SPGP,
PDN, DG, and BESS (Schedule 6) for 7 Years of Operations
and Maintenance (O&M) Services, following
commissioning, computed using 8% discount rate
7 Evaluated bid price of mini-grid (A1+A2+A3+A4+A5+A6) A7
In the event the successful bidder is not able to sign a contract with the employer the
award shall be annulled and the employer may award to the next lowest evaluated
bidder of that particular Lot whose offer is substantially responsive and is determined by
the employer to be qualified to perform the contract satisfactorily.
Page 51 of 449
Sec%on III - Evalua%on and Qualifica%on Criteria
2. Qualification
Factor 1 Eligibility
Criteria
Bidder
Joint Venture(existing or Documentation
Sub-Factor
Requirement intended) Required
Single
All At least
Entity Each
members one
Partner
combined Partner
1.1 Na&onality Nationality in accordance with ITB 4.4. Must meet must meet Must meet N/A Form ELI –1.1 and
requirement requirement requirement 1.2, with
attachments
1.2 Conflict of Interest No- conflicts of interests as described in Must meet must meet Must meet N/A Letter of Bid
ITB 4.2 requirement requirement requirement
1.3 Bank Ineligibility Not having been declared ineligible by Must meet must meet Must meet N/A Letter of Bid
the Bank as described in 4.5. requirement requirement requirement
1.4 State Owned Compliance with conditions of ITB 4.6 Form ELI –1.1 and
Enterprise or Ins&tu&on Must meet Must meet Must meet
N/A 1.2, with
requirement requirement requirement
attachments
1.5 Ineligibility based on Not having been excluded as a result of Must meet must meet Must meet N/A Letter of Bid
a United Na&ons the Borrower’s country laws or official requirement requirement requirement
resolu&on or Borrower’s regulations, or by an act of compliance
country law with UN Security Council resolution, in
accordance with ITB 4.8and Section V.
Page 52 of 449
Factor 2. Historical Contract Non-Performance
Criteria
Bidder
Sub-Factor Joint Venture (existing or Documentatio
Requirement intended) n Required
Single Entity All Each At least
members member one
combined member
2.1 History of non- Non-performance1of a contract did not Must meet N/A Must meet N/A Form CON - 2
performing contracts occur within the last five (5) years prior requirement by requirement2
to the deadline for application itself or as
submission, based on all information on member to past
fully settled disputes or litigation. A fully or existing JV
settled dispute or litigation is one that
has been resolved in accordance with the
Dispute Resolution Mechanism under the
respective contract, and where all appeal
instances available to the Bidder have
been exhausted.
2.2 Suspension Not under suspension based on Must meet Must meet Must meet Must meet Letter of Bid
execution of a Bid Securing Declaration requirement requiremen requirement requiremen
or Proposal Securing Declaration t t
pursuant to ITB 4.7 and ITB 20.9
2.3 Pending Li&ga&on 1.1.3 Bid’s financial position and Must meet N/A Must meet N/A Form CON – 2
prospective long term profitability still requirement requirement
sound according to criteria established in
3.1 below and assuming that all pending
litigation will be resolved against the
Bidder
2.4 Li&ga&on History No consistent history of court/arbitral Must meet Must meet Must meet N/A Form CON – 2
award decisions against the Bidder3since requirement requiremen requirement
1st January 2015 t
2.1.1
Page 53 of 449
1
Nonperformance, as decided by the Employer, shall include all contracts where (a) nonperformance was not challenged by the contractor, including through referral to the dispute resolu;on
mechanism under the respec;ve contract, and (b) contracts that were so challenged but fully se=led against the contractor. Nonperformance shall not include contracts where Employers decision
was overruled by the dispute resolu;on mechanism. Nonperformance must be based on all informa;on on fully se=led disputes or li;ga;on, i.e. dispute or li;ga;on that has been resolved in
accordance with the dispute resolu;on mechanism under the respec;ve contract and where all appeal instances available to the Bidder have been exhausted.
2 This requirement also applies to contracts executed by the Bidder as JV member.
3
The Bidder shall provide accurate informa;on on the related Le=er of Bid about any li;ga;on or arbitra;on resul;ng from contracts completed or ongoing under its execu;on over the last five
years. A consistent history of awards against the Bidder or any member of a joint venture may result in failure of the Bid.
Page 54 of 449
Factor 2. Historical Contract Non-Performance
Criteria
Bidder
Sub-Factor Joint Venture (existing or Documentatio
Requirement intended) n Required
Single Entity All Each At least
members member one
combined member
2.5 Declara&on: Declare any contract that has been Must make the Each must make Form CON-3 ES
Environmental and suspended or terminated and/or declaration. the declaration. Performance
Social (ES) past performance security called by an Where there are Where there are Declaration
performance employer for reasons of breach of Specialized Specialized
environmental, or social (including Sexual Subcontractor/s, Subcontractor/s N/A
Exploitation, and Abuse) contractual the Specialized , the Specialized
obligations in the past five years.4 Subcontractor/s Subcontractor/s
N/A
must also make must also make
the declaration. the declaration.
2.6 Forced Labor past Declare any contracts that have been Must make the N/A Each must make N/A Forced Labor
performance suspended or terminated, and/or other declaration. the declaration. Performance
declara&on contractual remedies applied including Where there are Declaration Form
Where there are
calling of performance security by an subcontractors,
subcontractors,
employer, for reasons of breach of suppliers and/or
suppliers and/or
forced labor obligations in the past five manufacturers
manufacturers
years. proposed by the
proposed by the
bidder, the bidder, the
subcontractors, subcontractors,
suppliers and/or suppliers and/or
manufacturers manufacturers
must also make must also make
the declaration. the declaration.
4
The Employer may use this informa3on to seek further informa3on or clarifica3ons in carrying out its due diligence.
Page 55 of 449
Page 56 of 449
Factor 3 Financial Situation
Criteria
Bidder Documentati
Sub-Factor Joint Venture (existing or intended) on
Requirement Single Required
All
Entity Each At least one
members
member member
combined
3.1 Financial Submission of audited balance sheets or if Must meet N/A Must meet N/A Form FIN – 3.1
Capabili&es not required by the law of the Bidder’s requirement requirement with attachments
Country, other financial statements
acceptable to the Employer, for the last five
[5] years to demonstrate the current
soundness of the Bidders financial position
and its prospective long-term profitability.
3.2 Average Annual 3.3.1 Minimum average annual turnover Must meet Must meet Must meet at Must meet at Form FIN –3.2
Turnover of calculated as total certified payments requirement requirement least least
received for contracts in progress or Thirty Seventy percent
completed, within the last five (5) years percent (70%) of the
(30%) of the requirement
Amount (Million requirement
Lot USD)
Lot 1 4.5
Lot 2 5.5
Lot 3 2.5
Lot 4 3.5
Lot 5 3.0
Lot 6
3.3.2 3.5
Page 57 of 449
Factor 3 Financial Situation
Criteria
Bidder Documentati
Sub-Factor Joint Venture (existing or intended) on
Requirement Single Required
All
Entity Each At least one
members
member member
combined
3.3 Financial The Bidder must demonstrate access to, or Must meet Must meet Must meet Must meet Form FIN –3.3
Resources availability of, financial resources such as requirement requirement Thirty Seventy percent
liquid assets, unencumbered real assets, percent (70%) of the
lines of credit, and other financial means, (30%) of the requirement
other than any contractual advance requirement
payments to meet:
(i) the following cash-flow requirement:
Amount (Million
Lot USD)
Lot 1 1.00
Lot 2 1.00
Lot 3 0.50
Lot 4 0.75
Lot 5 0.70
Lot 6 0.75
and
(ii) the overall cash flow requirements for
this contract and its current
commitments.
Page 58 of 449
Factor 4 Experience
Criteria
Bidder Documentati
Sub-Factor on
Requirement Joint Venture (existing or intended)
Single Required
Entity All members Each At least one
combined member member
4.1 General 4.1.1 Experience in solar energy Must meet Must meet N/A Must meet Form EXP-4.1
Experience under contracts in the role of requirement requirement requirement
contractor, subcontractor, or
management contractor for at
least the last 7 years starting 1st
January 2016.
4.2(a) Specific 4.2.1 (a)Participation as Must meet Must meet N/A N/A Form EXP 4.2(a)
Experience contractor, joint venture requirement requirements7
member5, management
contractor, or subcontractor, in
at least one (1) or two (2)
contracts within the last Seven
(7) years, each with a value of at
least the amount shown below,
that have been successfully and
substantially6completed and
that are similar to the proposed
Plant and Installation Services.
Number of Minimum
contracts value of
the
Mini- contracts
Grid (Million
Lot USD)
5
For contracts under which the Bidder par;cipated as a joint venture member or sub-contractor, only the Bidder’s share, by value, shall be considered to meet this requirement
6 Substan;al comple;on shall be based on 80% or more Plant and installa;on completed under the contract.
7 In the case of JV, the value of contracts completed by its members shall not be aggregated to determine whether the requirement of the minimum value of a single contract has been met. Instead,
each contract performed by each member shall sa;sfy the minimum value of a single contract as required for single en;ty. In determining whether the JV meets the requirement of total number
of contracts, only the number of contracts completed by all members each of value equal or more than the minimum value required shall be aggregated.
Page 59 of 449
Factor 4 Experience
Criteria
Bidder Documentati
Sub-Factor on
Single Required
1 0.4
Lot 1 2 0.4
1 0.4
Lot 2 2 0.4
1 0.3
Lot 3 2 0.3
Lot 1 0.4
4 2 0.4
1 0.5
Lot 5 2 0.5
Lot 1 0.5
6 2 0.5
The similarity of the contracts
shall be based on the physical
size, complexity,
methods/technology or other
characteristics as described in
Section VII, Employer’s
Requirements.
Note: Similar contracts should
include design, supply,
installation and commissioning
of Solar PV power plants/ Solar
grids tied/ Stand Alone Solar
systems and Solar Mini-grids.
Page 60 of 449
4.2(b) Specific (b) For the above and any other Must meet Must meet N/A N/A Form EXP-4.2(b)
requirements8
Experience contracts completed and under
implementation as prime
requirements
contractor, joint venture

member, management
contractor or sub-contractor on
or after the first day of the
calendar year during the period
stipulated in 4.2 (a) above, a
minimum construction
experience in the following key
activities successfully completed
in any one (1) year.
For Award of Lot 1

The contractor must have been
involved in design, supply,
of at least 2 Solar Mini grids each
with a minimum capacity of at
least 30kWp in multiple sites and
in different geographical
locations and must have been in
satisfactory operation for at
least Twelve (12) months from
the date of commissioning.
For Award of Lot 2
Page 61 of 449
Factor 4 Experience
Criteria
Bidder Documentati
Sub-Factor on
Single Required
For Award of Lot 3
For Award of Lot 4
8
In the case of JV, the value of contracts completed by its members shall not be aggregated to determine whether the requirement of the minimum value of a single contract has been met. Instead,
each contract performed by each member shall sa;sfy the minimum value of a single contract as required for single en;ty. In determining whether the JV meets the requirement of total number of
contracts, only the number of contracts completed by all members each of value equal or more than the minimum value required shall be aggregated.
Page 62 of 449
Factor 4 Experience
Criteria
Bidder Documentati
Sub-Factor on
Single Required
For Award of Lot 5
For Award of Lot 6

Page 63 of 449
Factor 4 Experience
Criteria
Bidder Documentati
Sub-Factor on
Single Required
4.2 (c) For the contracts in 4.2 (a) above Must meet Must meet N/A N/A Form EXP – 4.2
and/or any other contracts requirements requirements (c)
[substantially completed and
under implementation] as prime
contractor, joint venture
member, or Subcontractor
between 1st January 2016 and
Application submission deadline,
experience in managing ES risks
and impacts in the following
aspects:
involved in at least 1 solar project
with environmental and social
risk management actions by the
contractor.
Copy of the Construction ESMPs
produced by the contractor shall
be submitted.
Note: 1. [For Multiple lots (contracts) specify financial and experience criteria for each lot under Sub-Factors 3.1, 3.2, 4.2(a) and
4.2(b)]
2. For Multiple Contracts (2 or more lots – see BDS, ITB 1.1), the criteria for qualification are the cumulative minimum
requirements for respective lots under items 3.1, 3.2, 4.2 (a) and 4.2 (b).
Page 64 of 449
Sec%on IV – Bidding Forms 65
2.5 Contractor’s Representative and other Key Personnel per Lot
The Bidder must demonstrate that they will have suitably qualified Contractor’s
Representative and other suitably qualified (and in adequate numbers) key
personnel per lot, as described in the Specification.
The Bidder shall provide details of the Contractor’s Representative and other key
personnel per lotthat the Bidder considers appropriate to perform the Contract,
together with their academic qualifications and work experience. The Bidder shall
complete the relevant Forms in Section IV, Bidding Forms.
Ite Number Minimum Minimum

m Position/ Relevant academic of General work Specific work
No Specialization qualifications Personne experience experience
. l (years) (years)
1. Resident Degree in Electrical or Mechanical 1 10 5
Project Engineering or Renewable Energy.
Manager Professional Engineer (EBK)
2. Resident Degree/Higher National Diploma 1 7 4
Construction in Civil Engineering
Engineer Registered with the relevant
body
3. Design Degree in Electrical/Mechanical 1 7 4 (In solar
Engineer Engineering. projects)
Graduate Engineer (EBK)
Energy and Energy & Petroleum
Regulatory Authority (EPRA)
Solar PV System Class T3 license
or equivalent
4. Resident Solar Degree in Electrical /Mechanical/ 1 7 4
PV Specialist Renewable Energy and Energy &
Petroleum Regulatory Authority
(EPRA) Solar PV System Class T3
license or equivalent
5. Power Degree or Higher National 1 7 4
Distribution Diploma in Electrical
Engineer Registered with the relevant
body
6. Environmental Environmental/ Safety/Health 1 5 3
Social, Health /Social sciences or other relevant
and Safety Degree
(ESHS)
specialist
Page 65 of 449
2.6 Equipment
The Bidder must demonstrate that it will have access to the key Contractor’s
equipment listed hereafter:
No. Equipment Type and Characteristics Minimum Number required
1 5 Ton Crane 1 crane per lot.
2 Forklift 1 Forklift per lot.
3 Licensed Solar PV Design Software (capable of One license (bidder to
designing a minigrid) specify)
4 Construction Tools (List and provide
details in the relevant form in section iv)
• Portable earthing equipent One per site
• Auto-range voltage indicator One per site
• Phasing voltmeter tester One per site
• Hotstick tester One per site
• Phasing tester One per site
• Phase rotation tester One per site
• Insulation resistance test set One per site
• Earth resistance test set (electronic) One per site
• Digital multimeter One per technician
• Digital clamp on meter One per technician
• Cable height meter One per site
• Polarity tester/ earth leakage meter One per site
• Voltage tester One per site
• Climbers/ safety belts and other PPEs One set per site
• Link stick One per site
5 Licensed CAD software One license (bidder to
specify)
6 Appropriate hand-held digital equipment with One per technician
capacity to pick coordinates for meter validation
(e.g GPS)
7 Compressors and jack hammers One per Lot
8 Solar tools
• Tool box ( Solar PV technician tool box) One per site
• IR thermometer One per site
• IV curve tracer /analyser kit One per site
• Battery capacity tester One per site
• Loop impedance tester One per site
Page 66 of 449
• Insulation resistance tester One per site

• Cordless drill One per site
• Electric hand air blower One per site
• PPE and safety gear One set per technician
• Pyranometer One per lot
• PV testing kit One per site
The Bidder shall provide further details of proposed items of equipment using the
relevant Form in Section IV.
In the case of a Bidder who offers to supply and install major items of supply under the
contract that the Bidder did not manufacture or otherwise produce, the Bidder shall
provide the manufacturer’s authorization and warranty using the forms provided in
Section IV, 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 criteria
listed above for that item.
Page 67 of 449
Section IV - Bidding Forms

Table of Forms
Letter of Bid ............................................................................................................................................................................................ 70
Schedule of Rates and Prices ..................................................................................................................... Error! Bookmark not defined.
Price Adjustment ........................................................................................................................................ Error! Bookmark not defined.
Price Adjustment ..................................................................................................................................................................................... 82
Technical Proposal .................................................................................................................................................................................. 84
Site Organization Chart ...................................................................................................................................................................... 85
Method Statement/ work methodology ........................................................................................................................................... 86
Implementation Schedule .................................................................................................................................................................. 87
Management Strategies and Implementation Plans (MSIP) to manage (ES) risks ......................................................................... 88
Code of Conduct for Contractor’s Personnel (ES) Form ................................................................................................................... 89
Grievance Redress Mechanism .......................................................................................................................................................... 93
Contractor’s Equipment ......................................................................................................................................................................... 94
Personnel ................................................................................................................................................................................................ 95
Resume of Proposed Personnel......................................................................................................................................................... 97
Proposed Subcontractors for Major Items of Plant and Installation Services .................................................................................... 98
Functional Guarantees ........................................................................................................................................................................... 99
Bidders Qualification without prequalification ................................................................................................................................... 100
Bidder Information Sheet .................................................................................................................................................................... 101
Party to JV Information Sheet ............................................................................................................................................................. 102
Page 68 of 449
Historical Contract Non-Performance ................................................................................................................................................. 103

Current Contract Commitments / Works in Progress ......................................................................................................................... 109
Financial Situation ................................................................................................................................................................................ 110
Historical Financial Performance ..................................................................................................................................................... 110
Average Annual Turnover ................................................................................................................................................................. 112
Financial Resources .......................................................................................................................................................................... 113
Experience ............................................................................................................................................................................................ 114
General Experience ........................................................................................................................................................................... 114
Specific Experience ........................................................................................................................................................................... 115
Specific Experience in Key Activities ................................................................................................................................................ 117
Form of Bid Security ............................................................................................................................................................................. 120
Form of Bid Security – Bank Guarantee ........................................................................................................................................... 120
Manufacturer’s Authorization and Warranty Form ............................................................................................................................ 122
Forced Labor Declaration .................................................................................................................................................................... 123
Forced Labor Performance Declaration .............................................................................................................................................. 125
Page 69 of 449
Letter of Bid
INSTRUCTIONS TO BIDDERS: DELETE THIS BOX ONCE YOU HAVE COMPLETED THE
DOCUMENT
The Bidder must prepare this Letter of Bid on stationery with its letterhead clearly
showing the Bidder’s complete name and business address.
Note: All italicized text is to help Bidders in preparing this form.
Date of this Bid submission: [insert date (as day, month and year) of Bid submission]
RFB No.: [insert number of RFB process]
Alternative No.:[insert identification No if this is a Bid for an alternative]
To: [insert complete name of Employer]
We, the undersigned, declare that:
(a) No reservations: We have examined and have no reservations to the bidding document, including Addenda issued in
accordance with ITB 8;
(b) Eligibility: We meet the eligibility requirements and have no conflict of interest in accordance with ITB 4;
(c) Bid-Securing Declaration: We have not been suspended nor declared ineligible by the Employer based on execution of a
Bid Securing Declaration or Proposal-Securing Declaration in the Employer’s Country in accordance with ITB 4.7;
(d) Conformity: We offer to provide design, supply and installation services in conformity with the bidding document of the
following: [insert a brief description of the Plant, Design, Supply and Installation Services];
(e) Bid Price: The total price of our Bid, excluding any discounts offered in item (f) below is: [Insert one of the options below as
appropriate]
Option 1, in case of one lot:
Lot No:________
Page 70 of 449
(i) Price Phase 1 - Supply and Installation is: [insert the total price of the Bid in words and figures, indicating the various
amounts and the respective currencies];
(ii) Price Phase 2 - Operations and Maintenance is: [insert the total price of the Bid in words and figures, indicating the
various amounts and the respective currencies];
Total price is: [insert the total price of the Bid in words and figures, indicating the various amounts and the respective
currencies];
Or
Option 2, in case of multiple lots: Total price of each lot:
Lot No: _________
(i) Price Phase 1 - Supply and Installation is: [insert the total price of the Bid in words and figures, indicating the various
amounts and the respective currencies];
(ii) Price Phase 2 - Operations and Maintenance is: [insert the total price of the Bid in words and figures, indicating the
various amounts and the respective currencies];
(iii) Total price is: [insert the total price of the Bid in words and figures, indicating the various amounts and the respective
currencies];
Note: The above (option 2) shall be repeated for each respective lot.
(f) Discounts: The discounts offered and the methodology for their application are:
(i) The discounts offered are: [Specify in detail each discount offered.]
(ii) The exact method of calculations to determine the net price after application of discounts is shown below: [Specify in
detail the method that shall be used to apply the discounts];
Page 71 of 449
(g) Bid Validity: Our Bid shall be valid until [insert day, month and year in accordance with ITB 19.1], and it shall remain binding
upon us and may be accepted at any time before the expiration of that period;
(h) Performance Security: If our Bid is accepted, we commit to obtain a Performance Security in accordance with the bidding
document;
(i) One Bid Per Bidder: We are not submitting any other Bid(s) as an individual Bidder, and we are not participating in any
other Bid(s) as a Joint Venture member, and meet the requirements of ITB 4.3, other than alternative Bids submitted in
accordance with ITB 13;
(j) Suspension and Debarment: We, along with any of our subcontractors, suppliers, consultants, manufacturers, or service
providers for any part of the contract, are not subject to, and not controlled by any entity or individual that is subject to, a
temporary suspension or a debarment imposed by the World Bank Group or a debarment imposed by the World Bank
Group in accordance with the Agreement for Mutual Enforcement of Debarment Decisions between the World Bank and
other development banks. Further, we are not ineligible under the Employer’s Country laws or official regulations or
pursuant to a decision of the United Nations Security Council;
(k) State-owned enterprise or institution: [select the appropriate option and delete the other] [We are not a state-owned
enterprise or institution] / [We are a state-owned enterprise or institution but meet the requirements of ITB 4.6];
(l) Commissions, gratuities and fees: We have paid, or will pay the following commissions, gratuities, or fees with respect to
the Bidding process or execution of the Contract: [insert complete name of each Recipient, its full address, the reason for
which each commission or gratuity was paid and the amount and currency of each such commission or gratuity]
Name of Recipient Address Reason Amount
(If none has been paid or is to be paid, indicate “none.”)

(m) Binding Contract: We understand that this Bid, together with your written acceptance thereof included in your Letter of
Acceptance, shall constitute a binding contract between us, until a formal contract is prepared and executed;
Page 72 of 449
(n) Not Bound to Accept: We understand that you are not bound to accept the lowest evaluated cost Bid, the Most
Advantageous Bid or any other Bid that you may receive; and
(o) Fraud and Corruption: We hereby certify that we have taken steps to ensure that no person acting for us or on our behalf
engages in any type of Fraud and Corruption.
Name of the Bidder: *[insert name of the Bidder]

Name of the person duly authorized to sign the Bid on behalf of the Bidder: **[insert complete name of person duly authorized
to sign the Bid]
Title of the person signing the Bid: [insert complete title of the person signing the Bid]
Signature of the person named above: [insert signature of person whose name and capacity are shown above]
Date signed [insert date of signing] day of [insert month], [insert year]
*: In the case of the Bid submitted by joint venture specify the name of the Joint Venture as Bidder
**: Person signing the Bid shall have the power of attorney given by the Bidder to be attached with the Bid
Page 73 of 449
Schedule of Rates and Prices

Schedule No. 1. Plant and Mandatory Spare Parts Supplied from Abroad
Item Descrip%on Code1 Qty. Unit Price2 Total Price2
CIP
(1) (2) (3) (1) x (3)
TOTAL (to Schedule No. 5. Grand Summary)

Name of Bidder
Signature of Bidder
1 Bidders shall enter a code represen3ng the country of origin of all imported plant and equipment.
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2 Specify currency. Create and use as many columns for Unit Price and Total Price as there are currencies.
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Country of Origin Declara?on Form
Item Descrip%on Code Country
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Schedule No. 2. Plant and Mandatory Spare Parts Supplied from
Within the Employer’s Country
Item Descrip3on Qty. EXW Unit Price1 Sales and other EXW Total
taxes payable Price1
per line item if
Contract is
awarded (in
accordance
with ITB 17.5
(b) (ii)
(1) (2) (3) (1) x (2)
Name of Bidder
Signature of Bidder
1 Specify currency in accordance with specifica3ons in Bid Data Sheet under ITB 18.1
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Schedule No. 3. Design Services
Item Descrip%on Qty. Unit Price1 Total Price1

Local Currency Foreign Currency
Por%on Por%on
(1) (2) (op-onal) (1) x (2)
Name of Bidder
Signature of Bidder
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Schedule No. 4. Installa?on and Other Services
Item Descrip%on Qty. Unit Price1 Total Price1

Foreign Local Foreign Local
Currency Currency
Por%on Por%on
(1) (2) (3) (1) x (2) (1) x (3)
Name of Bidder
Signature of Bidder
1 Specify currency in accordance with ITB 18
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Schedule No. 5. Grand Summary
Item DescripFon Total Price1

Foreign Local
Total Schedule No. 1. Plant, and Mandatory Spare

Parts Supplied from Abroad
Total Schedule No. 2. Plant, and Mandatory Spare
Parts Supplied from Within the Employer’s Country
Total Schedule No. 3. Design Services
Total Schedule No. 4. InstallaFon and Other Services
TOTAL (to Leèr of Bid)
Name of Bidder
Signature of
Bidder
1
Specify currency in accordance with ITB 18. Create and use as many columns for Foreign Currency
requirement as there are foreign currencies
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Schedule No. 6. Recommended Spare Parts
Item Descrip%on Qty. Unit Price Total Price

CIF or CIP EXW
(foreign parts) (local parts)
(1) (2) (3) (1) x (2) or(3)
Name of Bidder
Signature of Bidder
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Price Adjustment
Where the Contract Period (excluding the Defects Liability Period) exceeds twelve (12)
months, it is normal procedure that prices payable to the Contractor shall be subject to
adjustment during the performance of the Contract to reflect changes occurring in the cost
of labor and material components. In such cases the bidding document shall include in this
form a formula of the following general type, pursuant to PCC Sub-Clause 11.2.
Where Contracts are of a shorter duraFon than twelve (12) months or in cases where there
is to be no Price Adjustment, the following provision shall not be included. Instead, it shall
be indicated under this form that the prices are to remain firm and fixed for the duraFon of
the Contract.
Sample Price Adjustment Formula

If in accordance with GCC 11.2, prices shall be adjustable, the following method shall be used
to calculate the price adjustment:
Prices payable to the Contractor, in accordance with the Contract, shall be subject to
adjustment during performance of the Contract to reflect changes in the cost of labor and
material components, in accordance with the following formula:
L1 M1
P1 = P0 × ( a + b +c ) − P0
L0 M0
in which:
P1 = adjustment amount payable to the Contractor
P0 = Contract price (base price)
a = percentage of fixed element in Contract price (a = %)
b = percentage of labor component in Contract price (b= %)
c = percentage of material and equipment component in Contract price (c= %)
L0 , L1 = labor indices applicable to the appropriate industry in the country of origin

on the base date and the date for adjustment, respecFvely
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M0, M1= material and equipment indices in the country of origin on the base date and
the date for adjustment, respecFvely
N.B. a+b+c= 100%.
CondiDons Applicable To Price Adjustment
The Bidder shall indicate the source of labor, source of exchange rate and materials indices
and the base date indices in its bid.
Item Source of Indices Used Base Date Indices
The base date shall be the date thirty (30) days prior to the Bid closing date.
The date of adjustment shall be the mid-point of the period of manufacture or installaFon of
component or Plant.
The following condiFons shall apply:
(a) Phase 1: Supply & InstallaFon
The prices/costs quoted by the Bidder shall be fixed and not be subject to adjustment during
the performance of the Contract.
(b) Phase 2: OperaFons & Maintenance
The prices/costs quoted by the Bidder shall be subject to adjustment during the
performance of the Contract.
(c) No price adjustment shall be payable on the porFon of the Contract price paid to the
Contractor as an advance payment.
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Technical Proposal
Technical proposal shall consist of the documents listed below, that shall be submitted
with the bid.
a) Site Organization chart/ organogram
b) Method Statement / work methodology
c) Implementation schedule comprising; mobilization program, manufacturing
program and construction schedule with start and finish dates.
d) Management Strategies and Implementation Plans (MSIP) to manage the (ES)
risks
e) Code of Conduct for Contractor’s Personnel (ES)
f) Grievance Redress Mechanism (GRM)
g) Contractor’s Equipment
h) Personnel
i) Proposed Subcontractors for Major Items of Plant and Installation Services
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Site Organization Chart
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Method Statement/ work methodology
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Implementation Schedule
Implementation schedule comprising; mobilization program, manufacturing program and
construction schedule with start and finish dates.
The Bidder shall set out a detailed mobilization program and construction of the Works
to be performed, including estimated starting and finishing dates for individual
components and identification of major milestones and critical path. The proposed
Schedule shall be developed according to Works Requirements and shall include the
following:
(a) Details of the proposed schedule for obtaining permits that may be necessary in
order to commence the Works, including the preparation of required studies.
(b) Details of the proposed timeline for carrying out the Works within the Time for
Completion (including progress reports), in the form of a chart showing notably
the critical path.
(c) Details of the proposed timeline for the installation, testing, commissioning and
start of O&M.
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Management Strategies and Implementation Plans (MSIP) to
manage (ES) risks
The Bidder shall submit comprehensive and concise Environmental and Social
Management Strategies and Implementation Plans (ES-MSIP) as required by ITB 11.1 (j) of
the Bid Data Sheet. These strategies and plans shall describe in detail the actions,
materials, equipment, management processes etc. that will be implemented by the
Contractor, and its subcontractors.
In developing these strategies and plans, the Bidder shall have regard to the ES
provisions of the contract including those as may be more fully described in the
Employer’s Requirements in Section VII.
The Bidder shall submit the following Management Strategies and Implementation Plans
(MSIP) to manage all the Environmental, Social, Health and Safety (ES) risks;
1) The Construction and Community Health and Safety Management Plans to
ensure the safety all construction workers and the project host local
communities from construction hazards;
2) Environmental and Social Management Plans to safeguard against
environmental pollution and construction induced social impacts;
3) HR and Labour Influx Management Plans to help manage all the related social
impact
4) Sexual Exploitation, and Abuse (SEA) prevention and response action plan
5) Stakeholder Engagement Plan to help guide communication with all
stakeholders including engagement with, and inclusion of the project affected
persons (PAPs), the Vulnerable and Marginalised Groups (VMGs/IPs) as
defined by the World Bank’s Operational Policy 4.10 (OP 4.10) to maintain the
required social capital to implement the project and to ensure that VMGs are
included in project benefits.
The Bidder shall submit a Stakeholder Engagement Plan that details:
§ How the various stakeholders including VMGs will be identified and
categorized;
§ The consultation and communication plan for each stakeholder
category;
§ How VMGs will be informed of, and included in project benefits such as
employment opportunities etc;
§ How the views of stakeholders, especially VMGs will be taken into
account in project implementation.
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Code of Conduct for Contractor’s Personnel (ES) Form
Note to the Bidder:

The minimum content of the Code of Conduct form as set out by the Employer shall
not be substanDally modified. However, the Bidder may add requirements as
appropriate, including to take into account Contract-specific issues/risks.
The Bidder shall iniFal and submit the Code of Conduct form as part of its bid.
CODE OF CONDUCT FOR CONTRACTOR’S AND SUBCONTRACTOR’s

PERSONNEL
We are the Contractor, [enter name of Contractor]. We have signed a contract with [enter
name of Employer] for [enter description of the Facilities]. The Plant for the Facilities will
be installed at [enter the Site]. Our contract requires us to implement measures to
address environmental and social risks, related to the Installation Services i.e. services
ancillary to the supply of the Plant for the Facilities, such as inland transportation, site
preparation works/ associated civil works, installation, testing, precommissioning,
commissioning, operations and maintenance etc. as the case may require.
This Code of Conduct is part of our measures to deal with environmental and social risks
related to the Installation Services.
All personnel that we utilize in the execution of the Contract, including staff, labor and
other employees of us and of each Subcontractor, and any other personnel assisting us in
the execution of the Contract, are referred to as Contractor’s personnel.
This Code of Conduct identifies the behavior that we require from the Contractor’s
Personnel employed for the execution of Installation Services at the Site (or other places
in the country where the Site is located).
Our workplace is an environment where unsafe, offensive, abusive or violent behavior

will not be tolerated and where all persons should feel comfortable raising issues or
concerns without fear of retaliation.
REQUIRED CONDUCT
Contractor’s Personnel employed for the execution of Installation Services at the Site (or
other places in the country where the Site is located) shall:
1. carry out his/her duties competently and diligently;
2. comply with this Code of Conduct and all applicable laws, regulations and other
requirements, including requirements to protect the health, safety and well-being
of other Contractor’s and Subcontractor’s personnel and any other person;
3. maintain a safe working environment including by:
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a. ensuring that workplaces, machinery, equipment and processes under each
person’s control are safe and without risk to health;
b. wearing required personal protective equipment;
c. using appropriate measures relating to chemical, physical and biological
substances and agents; and
d. following applicable emergency operating procedures.
4. report work situations that he/she believes are not safe or healthy and remove
himself/herself from a work situation which he/she reasonably believes presents an
imminent and serious danger to his/her life or health;
5. treat other people with respect, and not discriminate against specific groups such
as women, people with disabilities, migrant workers or children;
6. not engage in any form of sexual harassment including unwelcome sexual
advances, requests for sexual favors, and other verbal or physical conduct of a
sexual nature with other Contractor’s or Employer’s Personnel;
7. not engage in Sexual Exploitation, which means any actual or attempted abuse of
position of vulnerability, differential power or trust, for sexual purposes, including,
but not limited to, profiting monetarily, socially or politically from the sexual
exploitation of another;
8. not engage in in Sexual Abuse, which means the actual or threatened physical
intrusion of a sexual nature, whether by force or under unequal or coercive
conditions;
9. not engage in any form of sexual activity with individuals under the age of 18,
except in case of pre-existing marriage;
10. complete relevant training courses that will be provided related to the
environmental and social aspects of the Contract, including on health and safety
matters, and Sexual Exploitation and Abuse, and Sexual Harassment (SH);
11. report violations of this Code of Conduct; and
12. not retaliate against any person who reports violations of this Code of Conduct,
whether to us or the Employer, or who makes use of the grievance mechanism for
Contractor’s Personnel or the project’s Grievance Redress Mechanism.
RAISING CONCERNS
If any person observes behavior that he/she believes may represent a violation of this
Code of Conduct, or that otherwise concerns him/her, he/she should raise the issue
promptly. This can be done in either of the following ways:
1. Contact [enter name of the Contractor’s Social Expert with relevant experience in
handling sexual exploitation, sexual abuse and sexual harassment cases, or if such
person is not required under the Contract, another individual designated by the
Contractor to handle these matters] in writing at this address [ ] or by telephone at [
] or in person at [ ]; or
2. Call [ ] to reach the Contractor’s hotline (if any) and leave a message.
The person’s identity will be kept confidential, unless reporting of allegations is
mandated by the country law. Anonymous complaints or allegations may also be
submitted and will be given all due and appropriate consideration. We take seriously all
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reports of possible misconduct and will investigate and take appropriate action. We will
provide warm referrals to service providers that may help support the person who
experienced the alleged incident, as appropriate.
There will be no retaliation against any person who raises a concern in good faith about
any behavior prohibited by this Code of Conduct. Such retaliation would be a violation of
this Code of Conduct.
CONSEQUENCES OF VIOLATING THE CODE OF CONDUCT
Any violation of this Code of Conduct by the Contractor’s Personnel may result in serious
consequences, up to and including termination and possible referral to legal authorities.
FOR CONTRACTOR’s PERSONNEL:
I have received a copy of this Code of Conduct written in a language that I comprehend.
I understand that if I have any questions about this Code of Conduct, I can contact [enter
name of Contractor’s contact person(s) with relevant experience] requesting an
explanation.
Name of Contractor’s Personnel: [insert name] Signature:
__________________________________________________________
Date: (day month year): _______________________________________________
Countersignature of authorized representative of the Contractor:
Signature: ________________________________________________________
Date: (day month year): ______________________________________________
ATTACHMENT 1: Behaviors constituting SEA and behaviors constituting SH
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ATTACHMENT 1 TO THE CODE OF CONDUCT FORM
BEHAVIORS CONSTITUTING SEXUAL EXPLOITATION AND ABUSE (SEA) AND BEHAVIORS

CONSTITUTING SEXUAL HARASSMENT (SH)
The following non-exhaustive list is intended to illustrate types of prohibited behaviors.

(1) Examples of sexual exploitation and abuse include, but are not limited to:
• A Contractor’s Personnel tells a member of the community that he/she can get
them jobs related to the work site (e.g. cooking and cleaning) in exchange for
sex.
• A Contractor’s Personnel that is connecting electricity input to households says
that he can connect women headed households to the grid in exchange for sex.
• A Contractor’s Personnel rapes, or otherwise sexually assaults a member of the
community.
• A Contractor’s Personnel denies a person access to the Site unless he/she
performs a sexual favor.
• A Contractor’s Personnel tells a person applying for employment under the
Contract that he/she will only hire him/her if he/she has sex with him/her.
(2) Examples of sexual harassment in a work context
• A Contractor’s Personnel comment on the appearance of another Installation
Services Personnel (either positive or negative) and sexual desirability.
• When a Contractor’s Personnel complains about comments made by another
Contractor’s Personnel on his/her appearance, the other Contractor’s Personnel
comment that he/she is “asking for it” because of how he/she dresses.
• Unwelcome touching of a Contractor’s Personnel or Employer’s Personnel by
another Contractor’s Personnel.
• A Contractor’s Personnel tells another Contractor’s Personnel that he/she will get
him/her a salary raise, or promotion if he/she sends him/her naked photographs of
himself/herself.
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Grievance Redress Mechanism
The Bidder shall submit a Grievance Redress Mechanism plan that details:
How grievances and complaints from the community and workers shall be received,
handled and redressed, including feedback to the complainants regarding the steps that
the grievance or complaint has to go through from the moment it is received to its
resolution, including the timeframe at it step as well as other avenues for redress should
the complainant not be satisfied with the resolution.
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Contractor’s Equipment
Form EQU
The Bidder shall provide adequate information to demonstrate clearly that it has the
capability to meet the requirements for the key Contractor’s equipment listed in Section
III, Evaluation and Qualification Criteria. A separate Form shall be prepared for each item of
equipment listed, or for alternative equipment proposed by the Bidder.
Item of equipment
Equipment Name of manufacturer Model and power rating

information
Capacity Year of manufacture
Current status Current location
Details of current commitments
Source Indicate source of the equipment

o Owned o Rented o Leased o Specially manufactured
Omit the following information for equipment owned by the Bidder.
Owner Name of owner

Address of owner
Telephone Contact name and title

Fax Telex
Agreements Details of rental / lease / manufacture agreements specific to the project
Page 94 of 449
Personnel
Form PER -1
Contractor’s Representative and other Key Personnel
Schedule
Bidders should provide the names of suitably qualified personnel to meet the specified
requirements stated in Section VII. The data on their experience should be supplied using
the Form below for each candidate.
Contractor’ Representative and Key Personnel
1. Title1of position:
.
Name of candidate:
Duration of appointment: [insert the whole period (start and end dates) for which this position will be
engaged]
Time commitment: for [insert the number of days/week/months/ that has been scheduled for this position]
this position:
Expected time schedule [insert the expected time schedule for this position (e.g. attach high level Gantt
for this position: chart]
2. Title
2 of position:
.
Name of candidate:
engaged]
this position:
3. Title
3 of position:
.
Name of candidate:
engaged]
this position:
4. Title
4 of position:
.
Name of candidate:
engaged]
this position:
Page 95 of 449
5. Title of position:
Name of candidate
engaged]
this position:
6. Title
5 of position:
.
Name of candidate
engaged]
this position:
7. Title of position: [insert title]…
Page 96 of 449
Form PER-2
Resume of Proposed Personnel

Name of Bidder
Position
Personnel Name Date of birth

information
Academic Qualifications
Professional Qualifications
Present Name of employer

employment
Address of employer
Telephone Contact (manager / personnel officer)
Fax E-mail
Job title Years with present employer
Summarize professional experience over the last 20 years, in reverse chronological order.
Indicate particular technical and managerial experience relevant to the project.
From To Company / Project / Position / Relevant technical and management experience
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Proposed Subcontractors for Major Items of Plant and
Installation Services
A list of major items of Plant and Installation Services is provided below.
The following Subcontractors and/or manufacturers are proposed for carrying out the
item of the facilities indicated. Bidders are free to propose more than one for each item
Major Items of Plant and Proposed Nationality

Installation Services Subcontractors/Manufacturers
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Functional Guarantees
Form FUNC
The Bidder shall copy in the left column of the table below, the identification of each
functional guarantee required in the Specification and stated by the Employer in para. 1.2
(c) of Section III, Evaluation and Qualification Criteria, and in the right column, provide the
corresponding value for each functional guarantee of the proposed plant and equipment.
Required Functional Guarantee Value of Functional Guarantee of the

Proposed Plant and Equipment
1.
2.
3.
…
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Bidders Qualification without prequalification
To establish its qualifications to perform the contract in accordance with Section III,
Evaluation and Qualification Criteria the Bidder shall provide the information
requested in the corresponding Information Sheets included hereunder.
Page 100 of 449

Form ELI 1.1
Bidder Information Sheet
Date: ______________________
RFB No.: ___________________
Page ________ of _______ pages
1. Bidder’s Legal Name
2. In case of JV, legal name of each party:
3. Bidder’s actual or intended Country of Registration:
4. Bidder’s Year of Registration:
5. Bidder’s Legal Address in Country of Registration:
6. Bidder’s Authorized Representative Information

Name:
Address:
Telephone/Fax numbers:
Email Address:
7. Attached are copies of original documents of
Articles of Incorporation (or equivalent documents of constitution or association),
and/or documents of registration of the legal entity named above, in accordance with
ITB 4.4
In case of JV, letter of intent to form JV or JV agreement, in accordance with ITB 4.1
In case of state-owned enterprise or institution, in accordance with ITB 4.6,
documents establishing:
• Legal and financial autonomy
• Operation under commercial law
• Establishing that the Bidder is not under the supervision of the Employer
8. Included are the organizational chart, a list of Board of Directors, and the beneficial
ownership. [If required under BDS ITB 46.1, the successful Bidder shall provide additional
information on beneficial ownership, using the Beneficial Ownership Disclosure Form.]
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Form ELI 1.2
Party to JV Information Sheet
Date: ______________________
RFB No.: ___________________
Page ________ of_ ______ pages
1. Bidder’s Legal Name:
2. JV’s Party legal name:
3. JV’s Party Country of Registration:
4. JV’s Party Year of Registration:
5. JV’s Party Legal Address in Country of Registration:
6. JV’s Party Authorized Representative Information

Name:
Address:
Telephone/Fax numbers:
Email Address:
7. Attached are copies of original documents of

Articles of Incorporation (or equivalent documents of constitution or association),
and/or registration documents of the legal entity named above, in accordance with ITB
4.4.
In case of a state-owned enterprise or institution, documents establishing legal and
financial autonomy, operation in accordance with commercial law, and that they are
not under the supervision of the Employer, in accordance with ITB 4.6.
8. Included are the organizational chart, a list of Board of Directors, and the beneficial
ownership. [If required under BDS ITB 46.1, the successful Bidder shall provide
additional information on beneficial ownership for each JV member using the Beneficial
Ownership Disclosure Form.]
Page 102 of 449

Form CON – 2
Historical Contract Non-Performance
Bidder’s Legal Name: _______________________ Date: _____________________
JV Member Legal Name: _______________________ ___________________
RFB No.: __________________
Page _______ of _______ pages
Non-Performed Contracts in accordance with Section III, Evaluation and Qualification Criteria
Contract non-performance did not occur since 1st January [insert year] specified in Section III,
Evaluation and Qualification Criteria, Sub-Factor 2.1.
Contract(s) not performed since 1st January [insert year] specified in Section III, Evaluation
and Qualification Criteria, requirement 2.1
Year Non- Contract Identification Total Contract
performed Amount (current
portion of value, currency,
contract exchange rate
and US$
equivalent)
[insert [insert amount Contract Identification: [indicate complete contract [insert amount]
year] and percentage] name/ number, and any other identification]
Name of Employer: [insert full name]
Address of Employer: [insert street/city/country]
Reason(s) for nonperformance: [indicate main
reason(s)]
Pending Litigation, in accordance with Section III, Evaluation and Qualification Criteria
No pending litigation in accordance with Section III, Evaluation and Qualification Criteria,
Sub-Factor 2.3.
Pending litigation in accordance with Section III, Evaluation and Qualification Criteria, Sub-
Factor 2.3 as indicated below.
Page 103 of 449

Year of Amount in Contract Identification Total Contract
dispute dispute Amount
(currency) (currency), USD
Equivalent
(exchange rate)
Contract Identification: _________
Name of Employer: ____________
Address of Employer: __________
Matter in dispute: ______________
Party who initiated the dispute: ____
Status of dispute: ___________

Contract Identification:
Name of Employer:
Address of Employer:
Matter in dispute:
Party who initiated the dispute:
Status of dispute:
Litigation History in accordance with Section III, Evaluation and Qualification Criteria
No Litigation History in accordance with Section III, Evaluation and Qualification
Criteria, Sub-Factor 2.4.
Litigation History in accordance with Section III, Evaluation and Qualification
Criteria, Sub-Factor 2.4 as indicated below.
Year of Outcome as Contract Identification Total Contract
award percentage of Amount
Net Worth (currency), USD
Equivalent
(exchange rate)
[insert [insert Contract Identification: [indicate [insert amount]
year] percentage] complete contract name, number,
and any other identification]
Address of Employer: [insert
street/city/country]
Matter in dispute: [indicate main
issues in dispute]
Party who initiated the dispute:
[indicate “Employer” or
“Contractor”]
Reason(s) for Litigation and award
decision [indicate main reason(s)]
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Page 105 of 449
Form CON – 3
Environmental and Social Performance Declaration
[The following table shall be filled in for the Bidder, each member of a Joint Venture and each
Specialized Subcontractor]
Bidder’s Name: [insert full name]

Date: [insert day, month, year]
Joint Venture Member’s or Specialized Subcontractor’s Name: [insert full name]
RFB No. and title: [insert RFB number and title]
Page [insert page number] of [insert total number] pages
Environmental and Social Performance Declaration

in accordance with Section III, Qualification Criteria, and Requirements
No suspension or termination of contract: An employer has not suspended or terminated a
contract and/or called the performance security for a contract for reasons related to
Environmental or Social (ES) performance since the date specified in Section III, Qualification
Criteria, and Requirements, Sub-Factor 2.5.
Declaration of suspension or termination of contract: The following contract(s) has/have
been suspended or terminated and/or Performance Security called by an employer(s) for
reasons related to Environmental or Social (ES) performance since the date specified in
Section III, Qualification Criteria, and Requirements, Sub-Factor 2.5. Details are described
below:
Year Suspended or Contract Identification Total Contract
terminated Amount (current
portion of value, currency,
contract exchange rate
and US$
equivalent)
Reason(s) for suspension or termination: [indicate
main reason(s) e.g. gender-based violence; sexual
exploitation or sexual abuse breaches]
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Reason(s) for suspension or termination: [indicate
main reason(s)]
… … [list all applicable contracts] …
Performance Security called by an employer(s) for reasons related to ES performance
Year Contract Identification Total Contract
Amount (current
value, currency,
exchange rate and
US$ equivalent)
[insert Contract Identification: [indicate complete contract name/ number, [insert amount]
year] and any other identification]
Reason(s) for calling of performance security: [indicate main
reason(s) e.g. for gender-based violence; sexual exploitation, or sexual
abuse breaches]
Page 107 of 449

Form CON – 4
Sexual Exploita?on and Abuse (SEA) and/or Sexual
Harassment Performance Declara?on
[The following table shall be filled in by the Bidder, each member of a Joint Venture and each
subcontractor proposed by the Bidder]
Joint Venture Member’s or Subcontractor’s Name: [insert full name]
SEA and/or SH Declaration
in accordance with Section III, EvaluaDon and QualificaDon Criteria
We:
¨ (a) have not been subject to disqualification by the Bank for non-compliance with SEA/ SH
obligations
¨ (b) are subject to disqualification by the Bank for non-compliance with SEA/ SH obligations
¨ (c) had been subject to disqualification by the Bank for non-compliance with SEA/ SH
obligations. An arbitral award on the disqualification case has been made in our favor.
[If (c) above is applicable, a;ach evidence of an arbitral award reversing the findings on the
issues underlying the disqualificaBon.]
Page 108 of 449

Form CCC
Current Contract Commitments / Works in Progress
Bidders and each member to a JV 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.
Name of Employer, Value of Estimated Average
contract contact outstanding completion date monthly
address/tel/fa work (current invoicing over
x US$ equivalent) last six months
(US$/month)
1.
2.
3.
4.
5.
etc.
Page 109 of 449

Form FIN – 3.1
Financial Situation
Historical Financial Performance
Bidder’s Legal Name: _______________________ Date: _____________________
JV Member Legal Name: _______________________ RFB No.: __________________
Page _______ of _______ pages
To be completed by the Bidder and, if JV, by each member
Financial Historic information for previous ______ (__) years

information
in US$ (US$ equivalent in 000s)
equivalent
Year Year Year Year Year Avg. Avg.
1 2 3 … n Ratio
Information from Balance Sheet
Total
Assets
(TA)
Total
Liabilitie
s (TL)
Net
Worth
(NW)
Current
Assets
(CA)
Current
Liabilitie
s (CL)
Information from Income Statement
Page 110 of 449

Financial Historic information for previous ______ (__) years
information
in US$ (US$ equivalent in 000s)
equivalent
Year Year Year Year Year Avg. Avg.
1 2 3 … n Ratio
Total
Revenu
e (TR)
Profits
Before
Taxes
(PBT)
Attached are copies of financial statements (balance
sheets, including all related notes, and income
statements) for the years required above complying
with the following conditions:
(a) Must reflect the financial situation of the Bidder
or member to a JV, and not sister or parent
companies
(b) Historic financial statements must be audited by
a certified accountant
(c) Historic financial statements must be complete,
including all notes to the financial statements
(d) Historic financial statements must correspond to
accounting periods already completed and
audited (no statements for partial periods shall
be requested or accepted)
Page 111 of 449

Form FIN – 3.2
Average Annual Turnover
Bidder’s Legal Name: ___________________________ Date: _____________________
JV Member Legal Name: ____________________________ RFB No.: __________________
Page _______ of _______ pages
Annual turnover data

Year Amount and Currency US$ equivalent
_________________________________________ ____________________
_________________________________________ ____________________
_________________________________________ ____________________
_________________________________________ ____________________
_________________________________________ ____________________
*Average _________________________________________ ____________________
Annual
Turnover
*Average annual turnover calculated as total certified payments received for work in
progress or completed, divided by the number of years specified in Section III, Evaluation
Criteria, Sub-Factor 2.3.2.
Page 112 of 449

Form FIN3.3
Financial Resources
Specify proposed sources of financing, such as liquid assets, unencumbered real assets,
lines of credit, and other financial means, net of current commitments, available to meet
the total cash flow demands of the subject contract or contracts as indicated in Section III,
Evaluation and Qualification Criteria
Source of financing Amount (US$ equivalent)

1.
2.
3.
4.
Page 113 of 449

Form EXP 4.1
Experience
General Experience
Bidder’s Legal Name: ____________________________ Date:
_____________________
JV Member Legal Name: ____________________________ RFB No.:
__________________
Page _______ of _______ pages
Starting Ending
Contract Identification Role of
Month / Month /
Years* Bidder
Year Year
Contract name:
______ ______ Brief Description of the contract performed by ________
the Bidder: _
Name of Employer:
Address:
Contract name:
the Bidder: _
Name of Employer:
Address:
Contract name:
the Bidder: _
Name of Employer:
Address:
Contract name:
the Bidder: _
Name of Employer:
Address:
*List calendar year for years with contracts with at least nine (9) months activity per year
starting with the earliest year
Page 114 of 449

Form EXP –4.2(a)
Specific Experience
JV Member Legal Name: _________________________ RFB No.: __________________
Page _______ of _______ pages
Similar Contract Number: ___ of ___ Information

required.
Contract Identification _______________________________________
Award date _______________________________________
Completion date _______________________________________
Role in Contract Contractor Management Subcontracto

Contractor r
Total contract amount __________________________ US$________

__ __
If member in a JV or subcontractor,
specify participation of total contract __________% _____________ US$_______
amount
Employer’s Name: _______________________________________
Address: _______________________________________
_______________________________________
Telephone/fax number: _______________________________________
E-mail: _______________________________________
Page 115 of 449

Form EXP –4.2(a) (cont.)
Specific Experience (cont.)
Bidder’s Legal Name: ___________________________ Page _______ of _______ pages
JV Member Legal Name: ___________________________
Similar Contract No. __[insert specific

number] of [total number of contracts] Information
___ required
Description of the similarity in
accordance with Sub-Factor 4.2a) of
Section III:
Amount _________________________________
Physical size _________________________________
Complexity _________________________________
Methods/Technology _________________________________
Physical Production Rate _________________________________
Page 116 of 449

Form EXP –4.2(b)
Specific Experience in Key Activities
Subcontractor’s Legal Name: ______________ Page _______ of _______ pages
Information
Contract Identification _______________________________________
Award date _______________________________________
Completion date _______________________________________
Role in Contract Contractor Management Subcontractor
Contractor
Total contract amount _________________________ US$________

If member in a JV or subcontractor,
specify participation of total contract __________% ____________ US$________
amount _
Employer’s Name: _______________________________________
Address: _______________________________________
_______________________________________
Telephone/fax number: _______________________________________
E-mail: _______________________________________
Page 117 of 449

Form EXP –4.2 (b)(cont.)
Specific Experience in Key Activities (cont.)
Bidder’s Legal Name: ___________________________ Page _______ of _______ pages
JV Member Legal Name: ___________________________
Subcontractor’s Legal Name: __________________________
Information
Description of the key activities in
accordance with Sub-Factor 4.2b) of
Section III:
Page 118 of 449

Form EXP –4.2(c)
Specific Experience in Managing ES aspects
Subcontractor’s Legal Name: ______________ Page _______ of _______ pages
1. Key Requirement no 1 in accordance with 4.2 (c): __
____________________
Contract Identification
Award date
Completion date
Role in Contract Prime Member in Management Subcontracto
Contractor JV Contractor r
Total Contract Amount

US$
Details of relevant experience
2. Key Requirement no 2 in accordance with 4.2 (c): ______________________

3. Key Requirement no 3 in accordance with 4.2 (c): ______________________
Page 119 of 449

Form of Bid Security
Form of Bid Security – Bank Guarantee
[The bank shall fill in this Bank Guarantee Form in accordance with the instructions
indicated.]
[Guarantor letterhead or SWIFT identifier code]
Beneficiary: [Employer to insert its name and address]
RFB No.:[Employer to insert reference number for the Request for Bids]
Alternative No.: [Insert identification No if this is a Bid for an alternative]
Date:[Insert date of issue]
BID GUARANTEE No.:[Insert guarantee reference number]
Guarantor: [Insert name and address of place of issue, unless indicated in the letterhead]
We have been informed that ______ [insert name of the Bidder, which in the case of a joint
venture shall be the name of the joint venture (whether legally constituted or prospective)
or the names of all members thereof](hereinafter called "the Applicant") has submitted or
will submit to the Beneficiary its Bid (hereinafter called "the Bid") for the execution of
________________ under RFB No. ____________
Furthermore, we understand that, according to the Beneficiary’s conditions, Bids must

be supported by a Bid guarantee.
At the request of the Applicant, we, as Guarantor, hereby irrevocably undertake to pay
the Beneficiary any sum or sums not exceeding in total an amount of ___________
(____________) upon receipt by us of the Beneficiary’s complying demand, supported by
the Beneficiary’s statement, whether in the demand itself or a separate signed document
accompanying or identifying the demand, stating that either the Bidder:
(a) has withdrawn its Bid prior to the Bid validity expiry date set forth in the Applicant’s
Letter of Bid, or any extended date provided by the Applicant; or
(b) having been notified of the acceptance of its Bid by the Beneficiary prior to the
expiry date of the Bid validity or any extension thereto provided by the Applicant,
(i) has failed to execute the Contract Agreement, or (ii) has failed to furnish the
Page 120 of 449

Performance Security, in accordance with the Instructions to Bidders (“ITB”) of the
Beneficiary’s bidding document.
This guarantee will expire: (a) if the Applicant is the successful Bidder, upon our receipt
of copies of the contract agreement signed by the Applicant and the Performance
Security issued to the Beneficiary in relation to such contract agreement; or (b) if the
Applicantis not the successful Bidder, upon the earlier of (i) our receipt of a copy of the
Beneficiary’s notification to the Applicant of the results of the Bidding process; or
(ii)twenty-eight days after the expiry date of the Bid validity.
Consequently, any demand for payment under this guarantee must be received by us at
the office indicated above on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010
Revision, ICC Publication No. 758.
_____________________________
[Signature(s)]
Note: All italicized text is for use in preparing this form and shall be deleted from the final
product.
Page 121 of 449

Manufacturer’s Authorization and Warranty Form
Date: __________________
RFB No.: _________________
To: * _______________________
WHEREAS
We ___________________, who are official manufacturers of____________________,

having factories at _____________________, do hereby authorize
**____________________ to submit a Bid the purpose of which is to provide the
following goods, manufactured by us _______________________, and to subsequently
negotiate and sign the Contract.
We hereby extend our full guarantee and warranty in accordance with section IX-
Particular Conditions of Contract, Clause 27 of the General Conditions of Contract and
Section III – Evaluation and Qualification Criteria Clause 1.2c –Functonal Guarantees of
the Facilities;
Product Warranty ________________________years
Performance Warranty ____________________(where applicable)
with respect to the goods offered by the above firm.
Signed: _______________________________________
Name: ______________________________________
Title:______________________________________
Duly authorized to sign this Authorization on behalf of:

______________________________________
Dated on ____________ day of __________________, _______

*: insert name and address of Employer
**: In the case of the Bid submitted by joint venture specify the name of the Joint Venture as Bidder
Page 122 of 449

Forced Labor Declaration
Date: _______________ RFB No.: _____________________

Alternative No.: _______________
Contract Title: _______________-

__________________________________________________________
To:
We, the undersigned, declare that, if awarded the Contract, we, including our
Subcontractors and suppliers/ manufacturers, are required to comply with the
contractual Forced Labor obligations. In this regard, we:
(a) accept that there will be no Forced Labor among the staff, employees, workers and
any other persons employed or engaged by us;
(b) accept that staff, employees, workers and any other persons employed or
engaged, will be hired under employment conditions that meet the contractual
obligations set out in the Contract;
(c) will include in our contracts with Subcontractors/ suppliers/ manufacturers of [solar
panels] [solar panel components] obligations to prevent Forced Labor among the
staff, employees, workers and any other person employed or engaged by the
Subcontractor/ supplier/ manufacturer;
(d) will include in our contracts with Subcontractors/ suppliers/ manufacturers of [solar
panels] [solar panel components], that the Subcontractors/ suppliers/
manufacturers include an obligation to prevent Forced Labor in all contracts that
they execute with their suppliers/ manufacturers of [solar panel][solar panel
components];
(e) will monitor our Subcontractors/ suppliers/ manufacturers of [solar panels][solar
panel components] on implementation of obligations to prevent Forced Labor
among the staff, employees, workers and any other person employed or engaged
by them;
(f) will require our Subcontractors to monitor their suppliers/ manufacturers of [solar
panels][solar panel components] on implementation of obligations to prevent
Forced Labor among the staff, employees, workers and any other person
employed or engaged by them;
(g) will require our Subcontractors/ suppliers/ manufacturers to immediately notify us
of any incidents of Forced Labor;
(h) will immediately notify the Employer any incident of Forced labor on the site, or
premises of Subcontractors/ suppliers/ manufacturers of [solar panels] [solar panel
components];
Page 123 of 449

(i) will include in periodic progress reports submitted in accordance with the contract
sufficient details on our, including our Subcontractors/ suppliers/ manufacturers ,
compliance with Forced Labor obligations; and we
(j) confirm that the Subcontractors/ suppliers/ manufacturers for [solar panels][solar
panel components] for this contract are (or likely to be):
[Provide each firm’s name, address, primary contact, e-mail address, and the link to the
firm’s website]
OR
confirm that you have not yet finalized the Subcontractors/ suppliers/ manufacturers of
solar panels/components, but when known the firm/s name(s), address(es), primary
contact(s), e-mail address(es) and web site link(s) will be provided to the Employer, prior
to signing the contract, with documentation demonstrating compliance with forced
labor obligations to the Employer for approval].
THEN
If (c) above is applicable, attach evidence of how these contract obligations are/will be
made.
If (d) above is applicable, attach evidence of how these contract obligations are/will be
made.
If (e) above is applicable, please attach evidence of how this monitoring/due diligence
is/will be undertaken (such as your inspection protocols, use of inspection agents,
frequency of inspections, examples of previous factory/labor inspection reports etc.).
If (f) above is applicable, please attach evidence of how this monitoring/due diligence
is/will be undertaken by Subcontractors (such as their inspection protocols, use of
inspection agents, frequency of inspections, examples of previous factory/labor
inspection reports etc.).
We declare all the information and statements made in this Form are true, and we
accept that any misrepresentation contained in this Form may lead to our
disqualification by the Employer and/or sanctions by the Bank.
Name of the Bidder* _______________________________________________________
Name of the person duly authorized to sign the Bid on behalf of the Bidder** _______
Title of the person signing the Bid ______________________
Signature of the person named above ______________________
Date signed ________________________________ day of ___________________, _____
*: In the case of the Bid submitted by joint venture specify the name of the Joint Venture as Bidder
**: Person signing the Bid shall have the power of attorney given by the Bidder attached to the Bid
[Note: In case of a Joint Venture, the Forced Labor Declaration must be in the name of all
members to the Joint Venture that submits the Bid.]
Page 124 of 449

Forced Labor Performance Declaration
[The following table shall be filled in by the Bidder, each member of a Joint Venture, each Subcontractor/ supplier/
manufacturer providing solar panels and/or solar panel components proposed by the Bidder]
Joint Venture Member’s or Subcontractor’s/supplier’s/manufacturer’s Name: [insert full
name]
Forced Labor Performance Declaration
in accordance with Section III, Evaluation and Qualification Criteria
We:
¨ (a) have not been suspended or terminated, and/or other contractual remedies applied including calling of
performance security by an employer, for reasons of breach of forced labor obligations in the past five years. [ if (a) is
declared, state N/A for (b) below]
¨ (b) have been suspended or terminated, and/or other contractual remedies applied including calling of
performance security by an employer, for reasons of breach of forced labor obligations in the past five years. Details
are provided below:
Year Contract identification Name of Employer Reasons for suspension or, termination, and/or other contractual remedies applied including
calling of . .. ……………………………………………………… performance security
- - - -
¨ (c) [If (b) above is applicable, attach evidence demonstrating that adequate capacity and commitment to comply with
Forced Labor obligations.]
We declare that all the information and statements made in this Form are true, and we accept
that any misrepresentation contained in this Form may lead to our disqualification by the
Employer and/or sanctions by the Bank.
Name of the Bidder/ JV member/ Subcontractor/ supplier/ manufacturer

________________________________________
Name of the person duly authorized to sign on behalf of the Bidder/ JV member/ Subcontractor/
supplier/manufacturer
_______________________________________________________________________________________________
Title of the person signing on behalf of the Bidder/ JV member/ Subcontractor/ supplier/ manufacturer
________________
Signature of the person named above

_____________________________________________________________________
Date signed ________________________________ day of ___________________, __________________________
Countersignature of authorized representative of the Bidder (for forms submitted by a JV member,

Subcontractor/ supplier/ manufacturer):
Signature:
___________________________________________________________________________________________
Date signed ________________________________ day of ___________________, __________________________
Page 125 of 449

Sec%on V – Eligible Countries 127
Section V - Eligible Countries
Eligibility for the Provision of Goods, Works and Non Consulting Services in
Bank-Financed Procurement
In reference to ITB 4.8 (a) and 5.1, for the information of the Bidders, at the present time
firms, goods and services from the following countries are excluded from this Bidding
process: None
In reference to ITB 4.8(b) and 5.1, for the information of the Bidders, at the present time
firms, goods and services from the following countries are excluded from this bidding
process: None
A list of debarred firms and individuals is available on the Bank’s external website:
http://www.worldbank.org/debarr
Page 127 of 449

Sec%on VI – Fraud and Corrup%on 129
Section VI - Fraud and Corruption

(This Section shall not be changed)
1. Purpose
1.1 The Bank’s Anti-Corruption Guidelines and this annex apply with respect to
procurement under Bank Investment Project Financing operations.
2. Requirements
2.1 The Bank requires that Borrowers (including beneficiaries of Bank financing); bidders
(applicants/proposers), consultants, contractors and suppliers; any sub-contractors,
sub-consultants, service providers or suppliers; any agents (whether declared or not);
and any of their personnel, observe the highest standard of ethics during the
procurement process, selection and contract execution of Bank-financed contracts,
and refrain from Fraud and Corruption.
2.2 To this end, the Bank:
a. Defines, for the purposes of this provision, the terms set forth below as follows:
i. “corrupt practice” is the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence improperly the actions of another
party;
ii. “fraudulent practice” is any act or omission, including misrepresentation,
that knowingly or recklessly misleads, or attempts to mislead, a party to
obtain financial or other benefit or to avoid an obligation;
iii. “collusive practice” is an arrangement between two or more parties
designed to achieve an improper purpose, including to influence improperly
the actions of another party;
iv. “coercive practice” is impairing or harming, or threatening to impair or harm,
directly or indirectly, any party or the property of the party to influence
improperly the actions of a party;
v. “obstructive practice” is:
(a) Deliberately destroying, falsifying, altering, or concealing of evidence
material to the investigation or making false statements to
investigators in order to materially impede a Bank investigation into
allegations of a corrupt, fraudulent, coercive, or collusive practice;
and/or threatening, harassing, or intimidating any party to prevent it
from disclosing its knowledge of matters relevant to the investigation
or from pursuing the investigation; or
(b) Acts intended to materially impede the exercise of the Bank’s
inspection and audit rights provided for under paragraph 2.2 e. below.
b. Rejects a proposal for award if the Bank determines that the firm or individual
recommended for award, any of its personnel, or its agents, or its sub-
consultants, sub-contractors, service providers, suppliers and/ or their
employees, has, directly or indirectly, engaged in corrupt, fraudulent, collusive,
coercive, or obstructive practices in competing for the contract in question;
Page 5 of
449
Sec%on VI – Fraud and Corrup%on 130
c. In addition to the legal remedies set out in the relevant Legal Agreement, may
take other appropriate actions, including declaring misprocurement, if the Bank
determines at any time that representatives of the Borrower or of a recipient of
any part of the proceeds of the loan engaged in corrupt, fraudulent, collusive,
coercive, or obstructive practices during the procurement process, selection
and/or execution of the contract in question, without the Borrower having
taken timely and appropriate action satisfactory to the Bank to address such
practices when they occur, including by failing to inform the Bank in a timely
manner at the time they knew of the practices;
d. Pursuant to the Bank’s Anti- Corruption Guidelines and in accordance with the
Bank’s prevailing sanctions policies and procedures, may sanction a firm or
individual, either indefinitely or for a stated period of time, including by publicly
declaring such firm or individual ineligible (i) to be awarded or otherwise benefit
from a Bank-financed contract, financially or in any other manner;1 (ii) to be a
nominated2 sub-contractor, consultant, manufacturer or supplier, or service
provider of an otherwise eligible firm being awarded a Bank-financed contract;
and (iii) to receive the proceeds of any loan made by the Bank or otherwise to
participate further in the preparation or implementation of any Bank-financed
project;
e. Requires that a clause be included in bidding/request for proposals documents
and in contracts financed by a Bank loan, requiring (i) bidders
(applicants/proposers), consultants, contractors, and suppliers, and their sub-
contractors, sub-consultants, service providers, suppliers, agents personnel,
permit the Bank to inspect3 all accounts, records and other documents relating
to the procurement process, selection and/or contract execution, and to have
them audited by auditors appointed by the Bank.
1
For the avoidance of doubt, a sanc3oned party’s ineligibility to be awarded a contract shall include, without limita3on,
(i) applying for pre-qualifica3on, expressing interest in a consultancy, and bidding, either directly or as a nominated
sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider, in respect
of such contract, and (ii) entering into an addendum or amendment introducing a material modifica3on to any exis3ng
contract.
2 A nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service
provider (different names are used depending on the par3cular bidding document) is one which has been: (i) included
by the bidder in its pre-qualifica3on applica3on or bid because it brings specific and cri3cal experience and know-how
that allow the bidder to meet the qualifica3on requirements for the par3cular bid; or (ii) appointed by the Borrower.
3 Inspec3ons in this context usually are inves3ga3ve (i.e., forensic) in nature. They involve fact-finding ac3vi3es
undertaken by the Bank or persons appointed by the Bank to address specific maWers related to inves3ga3ons/audits,
such as evalua3ng the veracity of an allega3on of possible Fraud and Corrup3on, through the appropriate
mechanisms. Such ac3vity includes but is not limited to: accessing and examining a firm's or individual's financial
records and informa3on, and making copies thereof as relevant; accessing and examining any other documents, data
and informa3on (whether in hard copy or electronic format) deemed relevant for the inves3ga3on/audit, and making
copies thereof as relevant; interviewing staff and other relevant individuals; performing physical inspec3ons and site
visits; and obtaining third party verifica3on of informa3on.
Page 130 of 449

Part 2 – Employer’s Requirements 131
PART 2 - Employer’s Requirements
Page 5 of
449
Section VII - Employer’s Requirements
Contents
Scope of Supply of Plant and InstallaFon Services by the Contractor ........................................ 134
SpecificaFon ............................................................................................................................... 135
Forms and Procedures ................................................................................................................ 138
Form of Completion Certificate ............................................................................................ 139
Change Order Procedure and Forms .................................................................................... 141
Change Order Procedure ....................................................................................................... 142
Annex 1. Request for Change Proposal................................................................................ 143
Annex 2. Estimate for Change Proposal .............................................................................. 145
Annex 3. Acceptance of Estimate ........................................................................................ 147
Annex 4. Change Proposal ................................................................................................... 148
Annex 5. Change Order......................................................................................................... 151
Annex 7. Application for Change Proposal .......................................................................... 154
Drawings ..................................................................................................................................... 155
Supplementary InformaFon ....................................................................................................... 156
ENVIRONMENTAL, SOCIAL, HEALTH AND SAFETY MANAGEMENT PLAN FOR PROPOSED SOLAR
MINI-GRID FOR COMMUNITY FACILITIES, ENTERPRISES, AND HOUSEHOLDS -COMPONENT 1 OF
THE KENYA OFF-GRID SOLAR ACCESS PROJECT .......................................................................... 156
Supplementary InformaFon ....................................................................................................... 156
Page 133 of 449

Scope of Supply of Plant and Installation Services by the Contractor
For the scope of supply the bidder should refer to the Volume II, Part 2, Section VII- Employer’s
Requirement and Technical specification for “Design, Supply, Installation and Commissioning of
Solar Photovoltaic Generation Plants with Associated Power Distribution Network (Mini-Grids) in
Mandera and Wajir Counties in Kenya with 7 Years Operations and Maintenance (O&M) Services
for the Generation System and the Distribution Network”. This has been attached as a separate
document.
Page 134 of 449

Specification
For the Specification the bidder should refer to the Volume II, Part 2, Section VII- Employer’s
Requirement and Technical specification for “Design, Supply, Installation and Commissioning of
Solar Photovoltaic Generation Plants with Associated Power Distribution Network (Mini-Grids) in
Turkana, Marsabit, Samburu and Isiolo Counties in Kenya with 7 Years Operations and
Maintenance (O&M) Services. This has been attached as a separate document.
Page 135 of 449

Environmental and Social (ES) requirements
[The ES requirements should be prepared in manner that does not conflict with the relevant
General Conditions of Contract (and the corresponding Particular Conditions of Contract if any)
and other parts of the specifications.]
Page 136 of 449

Contractor’s Representative and Key Personnel
Ite Number Minimum Minimum

m Position/ of General work Specific work
Relevant academic qualifications
No. specialization Personnel experience experience
(years) (years)
1. Resident Degree in Electrical or Mechanical 1 10 5
Project Engineering or Renewable
Manager Engineering
2. Construction Degree in Electrical or Mechanical 1 7 4
Engineer Engineering
3. Design Degree in Electrical Engineering 1 7 4
Engineer
4. Technicians Diploma in Electrical Engineering 4 5 3
5. Solar PV Degree/Diploma in Electrical or 1 5 3
Specialist Mechanical or Renewable or
Energy Engineering and Energy &
Petroleum Regulatory Authority
(EPRA) Solar PV System Class T3
license or equivalent
6. Safety and Safety/Health Degree or other 1 5 3
Health relevant Degree
specialist
7. Environmental Environmental/Natural Resources 1 5 3
and Social Management/Social sciences or
safeguards other relevant Degree
specialist
Page 137 of 449

Forms and Procedures
Page 138 of 449

Form of Completion Certificate
Date:
Loan/Credit No:
RFB No:
______________________________
To: _________________________________
Dear Ladies and/or Gentlemen,

Pursuant to GCC Clause 24 (Completion of the Facilities) of the General Conditions of the
Contract entered into between yourselves and the Employer dated _____________, relating to
the ____________________, 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: ______________________________
2. Date of Completion: __________________
However, you are required to complete the outstanding items listed in the attachment
hereto as soon as practicable.
This letter does not relieve you of your obligation to complete the execution of the Facilities
in accordance with the Contract nor of your obligations during the Defect Liability Period.
Very truly yours,
Title
(Project Manager)
Page 139 of 449

Form of Operational Acceptance Certificate
Date:
Loan/Credit No:
RFB No:
_________________________________________
To: ________________________________________
Dear Ladies and/or Gentlemen,
Pursuant to GCC Sub-Clause 25.3 (Operational Acceptance) of the General Conditions of the
Contract entered into between yourselves and the Employer dated _______________, relating
to the ___________________________________, we hereby notify you that the Functional
Guarantees of the following part(s) of the Facilities were satisfactorily attained on the date
specified below.
1. Description of the Facilities or part thereof: _______________________________

2. Date of Operational Acceptance: _______________________
This letter does not relieve you of your obligation to complete the execution of the Facilities
in accordance with the Contract nor of your obligations during the Defect Liability Period.
Very truly yours,
Title
(Project Manager)
Page 140 of 449

Change Order Procedure and Forms
Date:
Loan/Credit No:
RFB No:
CONTENTS
1. General
2. Change Order Log
3. References for Changes
ANNEXES
Annex 1 Request for Change Proposal

Annex 2 Estimate for Change Proposal
Annex 3 Acceptance of Estimate
Annex 4 Change Proposal
Annex 5 Change Order
Annex 6 Pending Agreement Change Order
Annex 7 Application for Change Proposal
Page 141 of 449

Change Order Procedure
1. General
This section provides samples of procedures and forms for implementing changes in
the Facilities during the performance of the Contract in accordance with GCC Clause 39
(Change in the Facilities) of the General Conditions.
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 current Change Order Log in the monthly
progress report to be submitted to the Employer.
3. References for Changes
(1) Request for Change as referred to in GCC Clause 39 shall be serially numbered CR-
X-nnn.
(2) Estimate for Change Proposal as referred to in GCC Clause 39 shall be serially
numbered CN-X-nnn.
(3) Acceptance of Estimate as referred to in GCC Clause 39 shall be serially numbered
CA-X-nnn.
(4) Change Proposal as referred to in GCC Clause 39 shall be serially numbered CP-X-
nnn.
(5) Change Order as referred to in GCC 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.
Page 142 of 449

Annex 1. Request for Change Proposal
(Employer’s Letterhead)
To: ____________________________________ Date:
Attention: ______________________________________
Contract Name: _________________________________

Contract Number: _______________________________
Dear Ladies and/or Gentlemen:
With reference to the captioned Contract, you are requested to prepare and submit a
Change Proposal for the Change noted below in accordance with the following instructions
within _______________ days of the date of this letter____________________.
1. Title of Change: ________________________

2. Change Request No. __________________
3. Originator of Change: Employer: _______________________________
Contractor (by Application for Change Proposal No. _______12:
4. Brief Description of Change: _________________________________________________
5. Facilities and/or Item No. of equipment related to the requested Change: _____________
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: ________________

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 opinion negative to the adoption of the requested Change in
connection 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 personnel 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.
Page 143 of 449

(Employer’s Name)
(Signature)
(Name of signatory)
(Title of signatory)
Page 144 of 449

Annex 2. Estimate for Change Proposal
(Contractor’s Letterhead)
To: ______________________________ Date:
Attention: _______________________________
Contract Name: _______________________________

Contract Number: _____________________________
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
GCC Sub-Clause 39.2.1 of the General Conditions of Contract. We acknowledge that your
agreement to the cost of preparing the Change Proposal, in accordance with GCC Sub-Clause
39.2.2, is required before estimating the cost for change work.
1. Title of Change: ________________________
2. Change Request No./Rev.: ____________________________
3. Brief Description of Change: __________________________
4. Scheduled Impact of Change: ___________________________
5. Cost for Preparation of Change Proposal: _______________13
(a) Engineering (Amount)
(i) Engineer hrs x rate/hr =
(ii) Draftsperson hrs x rate/hr =
Sub-total hrs
Total Engineering Cost
(b) Other Cost
Total Cost (a) + (b)
13
Costs shall be in the currencies of the Contract.
Page 145 of 449

(Contractor’s Name)
(Signature)
(Name of signatory)
Page 146 of 449

Annex 3. Acceptance of Estimate
To: ______________________________ Date:
Attention: ________________________________
Contract Name: _____________________________

Contract Number: ___________________________
We hereby accept your Estimate for Change Proposal and agree that you should proceed
with the preparation of the Change Proposal.
1. Title of Change: ___________________________
2. Change Request No./Rev.: _______________________________
3. Estimate for Change Proposal No./Rev.: _______________________________
4. Acceptance of Estimate No./Rev.: _______________________________
5. Brief Description of Change: _______________________________
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 GCC Clause 39 of the General Conditions of Contract.
(Employer’s Name)
(Signature)
(Name and Title of signatory)
Page 147 of 449

Annex 4. Change Proposal
To: _______________________________ Date:
Attention: _______________________________
Contract Name: _______________________________

Contract Number: _______________________________
In response to your Request for Change Proposal No. _______________________________, we

hereby submit our proposal as follows:
1. Title of Change: _______________________________
2. Change Proposal No./Rev.: _______________________________
3. Originator of Change: Employer: [_______________________________
Contractor: _______________________________
5. Reasons for Change: _______________________________
6. Facilities and/or Item No. of Equipment related to the requested Change:

_______________________________
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:14
(Amount)
(a) Direct material
(b) Major construction equipment
14
Costs shall be in the currencies of the Contract.
Page 148 of 449

(c) Direct field labor (Total hrs)
(d) Subcontracts
(e) Indirect material and labor
(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 accepted)
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 ______________ days from your receipt of this
Proposal.
Page 149 of 449

(b) The amount of any increase and/or decrease shall be taken into account in the
adjustment of the Contract Price.
(c) Contractor’s cost for preparation of this Change Proposal:2
(Signature)
(Name of signatory)
2
Specify where necessary.
Page 150 of 449

Annex 5. Change Order
To: _______________________________ Date:
Attention: _______________________________
Contract Name: _______________________________

Contract Number: _______________________________

We approve the Change Order for the work specified in the Change Proposal (No. _______),
and agree to adjust the Contract Price, Time for Completion and/or other conditions of the
Contract in accordance with GCC Clause 39 of the General Conditions of Contract.
1. Title of Change: _______________________________
2. Change Request No./Rev.: _______________________________
3. Change Order No./Rev.: _______________________________
4. Originator of Change: Employer: _______________________________
Contractor: _______________________________
5. Authorized Price:
Ref. No.: _______________________________ Date: __________________________
Foreign currency portion __________ plus Local currency portion __________
6. Adjustment of Time for Completion
None Increase _________ days Decrease _________ days
7. Other effects, if any
Authorized by: Date:
(Employer)
Accepted by: Date:

(Contractor)
Page 151 of 449

Annex 6. Pending Agreement Change Order
To: _______________________________ Date:
Attention: _______________________________
Contract Name: _______________________________
Contract Number: [_______________________________
We instruct you to carry out the work in the Change Order detailed below in accordance
with GCC Clause 39 of the General Conditions of Contract.
1. Title of Change: _______________________________
2. Employer’s Request for Change Proposal No./Rev.:

_______________________________dated: __________
3. Contractor’s Change Proposal No./Rev.: _______________________________ dated:

__________
5. Facilities and/or Item No. of equipment related to the requested Change:

_______________________________
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)
Page 152 of 449

(Signature)
(Name of signatory)
Page 153 of 449

Annex 7. Application for Change Proposal
To: _______________________________ Date:
Attention: _______________________________
Contract Name: _______________________________
Contract Number: _______________________________
We hereby propose that the below-mentioned work be treated as a Change in the Facilities.
1. Title of Change: _______________________________
2. Application for Change Proposal No / Rev.: _______________________________ dated:

_______________________________
4. Reasons for Change:
5. Order of Magnitude Estimation (in the currencies of the Contract):
6. Scheduled Impact of Change:
7. Effect on Functional Guarantees, if any:
8. Appendix:
(Signature)
(Name of signatory)
Page 154 of 449

Drawings
Page 155 of 449

Sec%on VII – Employer’s Requirements 156
Supplementary Information
ENVIRONMENTAL, SOCIAL, HEALTH AND SAFETY MANAGEMENT

PLAN FOR PROPOSED SOLAR MINI-GRID FOR COMMUNITY
FACILITIES, ENTERPRISES, AND HOUSEHOLDS -COMPONENT 1 OF
THE KENYA OFF-GRID SOLAR ACCESS PROJECT
Bidders must familiarize themselves with the project ESMP requirements and fully
incorporate them in their proposal. The general ESMP is available through the
following link: https://www.rerec.co.ke/tender-notice.php
Supplementary Information
Page 5 of
449
Part 3 – Condi%ons of Contract and Contract Forms 157
PART 3 – Conditions of Contract and

Contract Forms
Page 5 of
449
Sec%on VIII – General Condi%ons of Contract 159
Section VIII - General Conditions of Contract
Table of Clauses
A. Contract and Interpretation..................................................................................... 163

Definitions ................................................................................................................. 163
Contract Documents ................................................................................................ 166
Interpretation ........................................................................................................... 166
Communications ....................................................................................................... 168
Law and Language.................................................................................................... 168
Fraud and Corruption ............................................................................................... 168
B. Subject Matter of Contract ...................................................................................... 168
Scope of Facilities ..................................................................................................... 168
Time for Commencement and Completion ............................................................. 170
Contractor’s Responsibilities ................................................................................... 170
Employer’s Responsibilities ................................................................................ 172
C. Payment .................................................................................................................... 174
Contract Price ...................................................................................................... 174
Terms of Payment ................................................................................................ 174
Securities .............................................................................................................. 174
Taxes and Duties .................................................................................................. 176
D. Intellectual Property................................................................................................. 177
License/Use of Technical Information ................................................................ 177
Confidential Information ..................................................................................... 177
E. Execution of the Facilities ............................................................................................ 178
Representatives ................................................................................................... 178
Work Program...................................................................................................... 181
Subcontracting .................................................................................................... 183
Design and Engineering....................................................................................... 184
Procurement ........................................................................................................ 187
Installation ........................................................................................................... 189
Page 5 of
449
Test and Inspection ............................................................................................. 202

Completion of the Facilities ................................................................................ 205
Commissioning and Operational Acceptance .................................................... 206
F. Guarantees and Liabilities ............................................................................................ 210
Completion Time Guarantee ............................................................................... 210
Defect Liability ..................................................................................................... 211
Functional Guarantees ........................................................................................ 213
Patent Indemnity ................................................................................................. 214
Limitation of Liability ........................................................................................... 215
G. Risk Distribution ....................................................................................................... 216
Transfer of Ownership......................................................................................... 216
Care of Facilities ................................................................................................... 216
Loss of or Damage to Property; Accident or Injury to ....................................... 218
Workers; Indemnification ................................................................................................ 218
Insurance ............................................................................................................. 219
Unforeseen Conditions ....................................................................................... 222
Change in Laws and Regulations ........................................................................ 223
Force Majeure ...................................................................................................... 223
War Risks .............................................................................................................. 225
H. Change in Contract Elements................................................................................... 226
Change in the Facilities ........................................................................................ 227
Extension of Time for Completion ...................................................................... 230
Suspension ........................................................................................................... 232
Termination .......................................................................................................... 233
Assignment .......................................................................................................... 240
Export Restrictions .............................................................................................. 240
I. Claims, Disputes and Arbitration ................................................................................. 241
Contractor’s Claims ............................................................................................. 241
Disputes and Arbitration ..................................................................................... 243
Definitions ................................................................................................................. 310
Interpretation ........................................................................................................... 313
Page 160 of 449

Communications ....................................................................................................... 315

Law and Language.................................................................................................... 315
C. Payment .................................................................................................................... 320
Contract Price ...................................................................................................... 320
Terms of Payment ................................................................................................ 320
Securities .............................................................................................................. 321
Taxes and Duties .................................................................................................. 322
D. Intellectual Property................................................................................................. 323
Work Program...................................................................................................... 327
Subcontracting .................................................................................................... 329
Design and Engineering....................................................................................... 330
Procurement ........................................................................................................ 333
Installation ........................................................................................................... 335
Page 161 of 449


Loss of or Damage to Property; Accident or Injury to Workers; Indemnification
364
Insurance ............................................................................................................. 365
Force Majeure ...................................................................................................... 369
War Risks .............................................................................................................. 371
H. Change in Contract Elements................................................................................... 372
Suspension ........................................................................................................... 377
Termination .......................................................................................................... 379
Assignment .......................................................................................................... 386
Page 162 of 449

General Conditions of Contract

A. Contract and Interpretation
Definitions The following words and expressions shall have the meanings
hereby assigned to 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 hereof.
“PCC” means the Particular 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
requires, and “Parties” means both of them.
“Employer” means the person named as such in the PCC and
includes the legal successors or permitted assigns of the Employer.
“Project Manager” means the person appointed by the Employer
in the manner provided in GCC Sub-Clause 17.1 (Project Manager)
hereof and named as such in the PCC to perform the duties
delegated by the Employer.
“Contractor” means the person(s) whose Bid to perform the
Contract has been accepted by the Employer and is named as
Contractor in the Contract Agreement, and includes the legal
successors or permitted assigns of the Contractor.
“Contractor’s Representative” means any person nominated by
the Contractor and approved by the Employer in the manner
provided in GCC Sub-Clause 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
Contractor’s Representative in the manner provided in GCC Sub-
Clause 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
indirectly by the Contractor, and includes its legal successors or
permitted assigns.
Page 163 of 449

“Dispute Board” (DB) means the person or persons named as such

in the PCC appointed by agreement between the Employer and the
Contractor to make a decision with respect to any dispute or
difference between the Employer and the Contractor referred to
him or her by the Parties pursuant to GCC Sub-Clause 46.1 (Dispute
Board) hereof.
“The Bank” means the financing institution named in the PCC.
“Contract Price” means the sum specified in Article 2.1 (Contract
Price) of the Contract Agreement, subject to such additions and
adjustments 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, materials, 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 GCC Sub-Clause 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 (including the provision and use
of Contractor’s Equipment and the supply of all construction
materials required), installation, testing, precommissioning,
commissioning, operations, maintenance, the provision 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 PCC.
“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 fulfillment of all conditions
stated in Article 3 (Effective Date) of the Contract Agreement, from
which the Time for Completion shall be counted.
Page 164 of 449

“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 attained, 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
completed operationally and structurally and put in a tight and
clean condition, 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
requirements specified in the Employer’s Requirements that are to
be carried out by the Contractor in preparation for Commissioning
as provided 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 carried out by the Contractor as provided in GCC Sub-
Clause 25.1 (Commissioning) 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 to the Contract Agreement
titled Functional Guarantees, in accordance with the provisions of
GCC Sub-Clause 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 Contractor’s fulfillment of the Contract in respect of Functional
Guarantees of the Facilities (or the relevant part thereof) in
accordance with the provisions 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.
“ES” means Environmental and Social (including Sexual
Exploitation and Abuse (SEA), and Sexual Harassment (SH)).
Page 165 of 449

“Sexual Exploitation and Abuse” “(SEA)” means the following:

Sexual Exploitation is defined as any actual or attempted
abuse of position of vulnerability, differential power or
trust, for sexual purposes, including, but not limited to,
profiting monetarily, socially or politically from the sexual
exploitation of another.
Sexual Abuse is defined as the actual or threatened
physical intrusion of a sexual nature, whether by force or
under unequal or coercive conditions.
“Sexual Harassment” “(SH)” is defined as unwelcome sexual
advances, requests for sexual favors, and other verbal or physical
conduct of a sexual nature by the Contractor’s Personnel with
other Contractor’s Personnel or Employer’s Personnel;
“Contractor’s Personnel” means all personnel whom the
Contractor utilizes in the execution of the Contract, including the
staff, labor and other employees of the Contractor and each
Subcontractor; and any other personnel assisting the Contractor
in the execution of the Contract; and
“Employer’s Personnel” means all staff, labor and other
employees of the Project Manager and of the Employer engaged
in fulfilling the Employer’s obligations under the Contract; and any
other personnel identified as Employer’s Personnel, by a notice
from the Employer to the Contractor.
Contract Subject to Article 1.2 (Order of Precedence) of the Contract
Documents Agreement, all documents forming part of the Contract (and all
parts thereof) are intended to be correlative, complementary
and mutually explanatory. The Contract shall be read as a whole.
Interpretation 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 indicating the plural also include the singular;
(c) provisions including the word “agree,” “agreed,” or
“agreement” require the agreement to be recorded in
writing;
(d) the word “tender” is synonymous with “Bid,” “tenderer,”
with “Bidder,” and “tender documents” with “Bidding
Document,” and
(e) “written” or “in writing” means hand-written, type-written,
printed or electronically made, and resulting in a permanent
record.
The marginal words and other headings shall not be taken into
consideration in the interpretation of these Conditions.
Incoterms
Page 166 of 449

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
published by the International Chamber of Commerce (latest
edition), 38 Cours Albert 1er, 75008 Paris, France.
Entire Agreement
Subject to GCC Sub-Clause 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.
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.
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 responsible for the manner in which the Contract is
performed. All employees, representatives or Subcontractors
engaged by the Contractor 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.
Non-Waiver
3.6.1 Subject to GCC Sub-Clause 3.6.2 below, no relaxation,
forbearance, 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
Page 167 of 449

waiver, and must specify the right and the extent to which
it is being waived.
Severability
If any provision or condition of the Contract is prohibited or
rendered invalid or unenforceable, such prohibition, invalidity or
unenforceability shall not affect the validity or enforceability of any
other provisions and conditions of the Contract.
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
assembling of components, a commercially recognized product
results that is substantially different in its basic characteristics or in
purpose or utility from its components.
Communica- Wherever these Conditions provide for the giving or issuing of
tions approvals, 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.
Law and The Contract shall be governed by and interpreted in accordance
Language with laws of the country specified in the PCC.
The ruling language of the Contract shall be that stated in the PCC.
The language for communications shall be the ruling language
unless otherwise stated in the PCC.
Fraud and The Bank requires compliance with the Bank’s Anti-Corruption
Corruption Guidelines and its prevailing sanctions policies and procedures as
set forth in the WBG’s Sanctions Framework, as set forth in
Appendix B to the GCC.
The Employer requires the Contractor to disclose any commissions
or fees that may have been paid or are to be paid to agents or any
other party with respect to the Bidding process or execution of the
Contract. The information disclosed must include at least the name
and address of the agent or other party, the amount and currency,
and the purpose of the commission, gratuity or fee.
B. Subject Matter of Contract
Scope of Unless otherwise expressly limited in the Employer’s
Facilities Requirements, the Contractor’s obligations cover the provision of
Page 168 of 449

all Plant and the performance of all Installation Services required

for the design, and the manufacture (including procurement,
quality assurance, construction, installation, associated civil
works, Precommissioning 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 labor, materials, equipment, spare parts
(as specified in GCC Sub-Clause 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 to the Contract Agreement titled Scope
of Works and Supply by the Employer.
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 inferred from the Contract as being required for
attaining Completion of the Facilities as if such work and/or items
and materials were expressly mentioned in the Contract.
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 PCC and the provisions, if any, specified in the
PCC. 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
therefor and other costs and expenses (including the
Contractor’s fees) relating to the supply of spare parts.
Page 169 of 449

Time for The Contractor shall commence work on the Facilities within the
Commencement period specified in the PCC and without prejudice to GCC Sub-
and Completion Clauses 9.9 and 26.2 hereof, the Contractor shall thereafter
proceed with the Facilities in accordance with the time schedule
specified in the Appendix to the Contract Agreement titled Time
Schedule.
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 PCC or within such
extended time to which the Contractor shall be entitled under
GCC Clause 40 hereof.
Contractor’s The Contractor shall design, manufacture including associated
Responsibilities purchases 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.
The Contractor confirms that it has entered into this Contract on
the basis of a proper 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 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 twenty-eight (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.
The Contractor 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 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 Contractor’s Equipment. The
Contractor shall acquire all other permits, approvals and/or
licenses that are not the responsibility of the Employer under GCC
Sub-Clause 10.3 hereof and that are necessary for the
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 indemnify and hold harmless the Employer from and against
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any and all liabilities, damages, claims, fines, penalties and

expenses of whatever nature arising or resulting from the
violation of such laws by the Contractor or its personnel, including
the Subcontractors and their personnel, but without prejudice to
GCC Sub-Clause 10.1 hereof.
Any Plant and Installation 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 retained by the Contractor shall be from a country
as specified in GCC Clause 1 (Country of Origin).
If the Contractor is a joint venture, or association (JV) of two or
more persons, all such persons shall be jointly and severally bound
to the Employer for the fulfillment of the provisions of the
Contract, and shall designate one of such persons to act as a
leader with authority to bind the JV. The composition or the
constitution of the JV shall not be altered without the prior
consent of the Employer.
Pursuant to paragraph 2.2 e. of Appendix B to the General
Conditions of Contract the Contractor shall permit and shall cause
its agents (where declared or not), subcontractors,
subconsultants, service providers, suppliers, and personnel, to
permit, the Bank and/or persons appointed by the Bank to inspect
the site and/or the accounts, records and other documents
relating to the procurement process, selection and/or contract
execution, and to have such accounts, records and other
documents audited by auditors appointed by the Bank. The
Contractor’s and its Subcontractors’ and subconsultants’
attention is drawn to Sub-Clause 6.1 (Fraud and Corruption) which
provides, inter alia, that acts intended to materially impede the
exercise of the Bank’s inspection and audit rights constitute a
prohibited practice subject to contract termination (as well as to
a determination of ineligibility pursuant to the Bank’s prevailing
sanctions procedures).
The Contractor shall conform to the sustainable procurement
contractual provisions, if and as specified in the PCC.
Contractor’s Environmental and Social Management Plan (C-
ESMP)
The Contractor shall not carry out mobilization to Site unless the
Project Manager gives approval, an approval that shall not be
unreasonably delayed, to the measures the Contractor proposes
to address environmental and social risks and impacts including
the code of conduct, in accordance with GCC Sub-Clause 22.4.
The Contractor shall submit, to the Project Manager for Review,
any additional Management Strategies and Implementation
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Plans as are necessary to manage the ES risks and impacts of the

Facilities. These Management Strategies and Implementation
Plans collectively comprise the Contractor’s Environmental and
Social Management Plan (C-ESMP).
The Contractor shall review the C-ESMP, periodically (but not
less than every six (6) months), and update it as required to
ensure that it contains measures appropriate to the Facilities.
The updated C-ESMP shall be submitted to the Project Manager
for its approval.
Training of Contractor’s Personnel
The Contractor shall provide appropriate training to relevant
Contractor’s Personnel on ES aspects of the Contract, including
appropriate sensitization on prohibition of SEA and health and
safety training referred to in GCC Sub-Clause 22.2.7.
As stated in the Employer’s Requirements or as instructed by the
Project Manager, the Contractor shall also allow appropriate
opportunities for the relevant Contractor’s Personnel to be
trained on ES aspects of the Contract by the Employer’s
personnel and/or other personnel assigned by the Employer.
The Contractor shall provide training on SEA and SH, including
its prevention, to any of its personnel who has a role to
supervise other Contractor’s Personnel.
Employer’s All information and/or data to be supplied by the Employer as
Responsibilities described in the Appendix to the Contract Agreement titled
Scope of Works and Supply by the Employer, shall be deemed to
be accurate, except when the Employer expressly states
otherwise.
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 required for the proper execution of the Contract,
including all requisite rights of way, as specified in the Appendix
to the Contract Agreement titled Scope of Works and Supply by
the Employer. The Employer shall give full possession of and
accord all rights of access thereto on or before the date(s)
specified in that Appendix.
The Employer shall acquire and pay for all permits, approvals
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
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(c) are specified in the Appendix (Scope of Works and Supply by

the Employer).
If requested by the Contractor, the Employer shall use its best
endeavors to assist the Contractor in obtaining in a timely and
expeditious 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 undertakings require the Contractor or
Subcontractors or the personnel of the Contractor or
Subcontractors, as the case may be, to obtain.
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 Contractor to properly
carry out Precommissioning, Commissioning and Guarantee
Tests, all in accordance with the provisions of the Appendix to the
Contract Agreement titled Scope of Works and Supply by the
Employer, at or before the time specified in the program
furnished by the Contractor under GCC Sub-Clause 18.2 hereof and
in the manner thereupon specified or as otherwise agreed upon
by the Employer and the Contractor.
The Employer shall be responsible for the continued operation of
the Facilities after Completion, in accordance with GCC Sub-
Clause 24.8, and shall be responsible for facilitating the Guarantee
Test(s) for the Facilities, in accordance with GCC Sub-Clause 25.2.
All costs and expenses involved in the performance of the
obligations under this GCC Clause 10 shall be the responsibility of
the Employer, save those to be incurred by the Contractor with
respect to the performance of Guarantee Tests, in accordance
with GCC Sub-Clause 25.2.
In the event that the Employer shall be in breach of any of his
obligations under this Clause, the additional cost incurred by the
Contractor in consequence thereof shall be determined by the
Project Manager and added to the Contract Price.
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C. Payment
Contract Price The Contract Price shall be as specified in Article 2 (Contract Price
and Terms of Payment) of the Contract Agreement.
Unless an adjustment clause is provided for in the PCC, 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.
Subject to GCC Sub-Clauses 9.2, 10.1 and 35 hereof, the Contractor
shall be deemed to have satisfied itself as to the correctness and
sufficiency of the Contract Price, which shall, except as otherwise
provided for in the Contract, cover all its obligations under the
Contract.
Terms of The Contract Price shall be paid as specified in Article 2 (Contract

Payment Price and Terms of Payment) of the Contract Agreement and in
the Appendix to the Contract Agreement titled Terms and
Procedures of Payment, which also outlines the procedures to be
followed in making application for and processing payments.
No payment made by the Employer herein shall be deemed to
constitute acceptance by the Employer of the Facilities or any
part(s) thereof.
In the event that the Employer fails to make any payment by its
respective 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 to
the Contract Agreement titled Terms and Procedures of
Payment, for the period of delay until payment has been made in
full, whether before or after judgment or arbitrage award.
The currency or currencies in which payments are made to the
Contractor under this Contract shall be specified in the Appendix
to the Contract Agreement titled Terms and Procedures of
Payment, 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 Contractor’s Bid.
Securities Issuance of Securities
The Contractor shall provide the securities specified below in
favor of the Employer at the times, and in the amount, manner
and form specified below.
Advance Payment Security
13.2.1 The Contractor shall, within twenty-eight (28) days of the
notification of contract award, provide a security in an
amount equal to the advance payment calculated in
accordance with the Appendix to the Contract
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Agreement titled Terms and Procedures of Payment, and

in the same currency or currencies.
13.2.2 The security shall be in the form provided in the Bidding
documents 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 recovered by the
Employer. The security shall be returned to the
Contractor immediately after its expiration.
Performance Security
notification of contract award, provide a security for the
due performance of the Contract in the amount specified
in the PCC.
13.3.2 The Performance 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 the form provided in Section X, Contract
Forms, corresponding to the type of bank guarantee
stipulated by the Employer in the PCC, or in another form
acceptable to the Employer.
13.3.3 Unless otherwise specified in the PCC, the security shall
be reduced by half on the date of the Operational
Acceptance. The Security shall become null and void, or
shall be reduced pro rata to the Contract Price of a part
of the Facilities for which a separate Time for Completion
is provided, five hundred and forty (540) days after
Completion of the Facilities or three hundred and sixty
five (365) days after Operational Acceptance of the
Facilities, whichever occurs first; provided, however, that
if the Defects Liability Period has been extended on any
part of the Facilities pursuant to GCC 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 GCC Sub-Clause 27.10, is
liable for an extended defect liability obligation, the
Performance Security shall be extended for the period
specified in the PCC pursuant to GCC Sub-Clause 27.10
and up to the amount specified in the PCC.
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13.3.4 The Employer shall not make a claim under the

Performance Security, except for amounts to which the
Employer is entitled under the Contract. The Employer
shall indemnify and hold the Contractor harmless against
and from all damages, losses and expenses (including
legal fees and expenses) resulting from a claim under the
Performance Security to the extent to which the
Employer was not entitled to make the claim.
Taxes and Except as otherwise specifically provided in the Contract, the
Duties Contractor shall bear and pay all taxes, duties, levies and charges
assessed 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 located.
Notwithstanding GCC Sub-Clause 14.1 above, the Employer shall
bear and promptly pay
(a) all customs and import duties for the Plant specified in
Price Schedule No. 1; and
(b) other domestic taxes such as, sales tax and value added
tax (VAT) on the Plant specified in Price Schedules No. 1
and No. 2 and that is to be incorporated into the Facilities,
and on the finished goods, imposed by the law of the
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 endeavors to enable the
Contractor to benefit from any such tax savings to the maximum
allowable extent.
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 charges prevailing at the date twenty-eight (28) days prior to
the date of Bid submission in the country where the Site is
located (hereinafter called “Tax” in this GCC Sub-Clause 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 Contractor, Subcontractors or their employees in connection
with performance 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.
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D. Intellectual Property
License/Use of For the operation and maintenance of the Plant, the Contractor
Technical hereby grants a non-exclusive and non-transferable license
Information (without the right to sub-license) 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 non-exclusive and non-transferable right
(without the right to sub-license) to use the know-how and other
technical information disclosed to the Employer under the
Contract. Nothing contained herein shall be construed as
transferring ownership of any patent, utility model, trademark,
design, copyright, know-how or other intellectual property right
from the Contractor or any third Party to the Employer.
The copyright in all drawings, documents and other materials
containing data and information furnished to the Employer by
the Contractor herein shall remain vested in the Contractor or, if
they are furnished 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.
Confidential The Employer and the Contractor shall keep confidential and shall
Information not, without the written consent of the other Party hereto,
divulge to any third Party any documents, data or other
information furnished directly or indirectly by the other Party
hereto in connection with the Contract, whether such
information has been furnished prior to, during or following
termination of the Contract. Notwithstanding the above, the
Contractor may furnish to its Subcontractor(s) such documents,
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 imposed on the Contractor under this GCC Clause
16.
The Employer shall not use such documents, data and other
information 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, procurement of Plant, construction or such
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other work and services as are required for the performance of

the Contract.
The obligation of a Party under GCC Sub-Clauses 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,
directly or indirectly, from the other Party hereto
(c) otherwise lawfully becomes available to that Party from a
third Party that has no obligation of confidentiality
(d) is being provided to the Bank.
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.
The provisions of this GCC Clause 16 shall survive termination, for
whatever reason, of the Contract.
E. Execution of the Facilities
Representatives Project Manager
If the Project Manager is not named in the Contract, then
within fourteen (14) days of the Effective Date, the
Employer shall appoint and notify the Contractor in writing
of the name of the Project Manager. The Employer may
from time to time appoint some other person as the
Project Manager in place of the person previously so
appointed, and shall give a 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.
Contractor’s Representative & Construction Manager
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17.2.1 If the Contractor’s Representative is not named in

the Contract, then within fourteen (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 fourteen (14) days, the
Contractor’s Representative shall be deemed to
have been approved. If the Employer objects to the
appointment within fourteen (14) days giving the
reason therefor, then the Contractor shall appoint a
replacement within fourteen (14) days of such
objection, and the foregoing provisions of this GCC
Sub-Clause 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 notices,
instructions, information and all other
communications under the Contract.
All notices, instructions, information and all other
communications given by the Employer or the
Project Manager to the Contractor 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 Contractor’s Representative without the
Employer’s prior written consent, which shall not be
unreasonably withheld. If the Employer consents
thereto, the Contractor shall appoint some other
person as the Contractor’s Representative, pursuant
to the procedure set out in GCC Sub-Clause 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
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thereof has been delivered to the Employer and the

Project Manager.
Any act or exercise by any person of powers,
functions and authorities so delegated to him or her
in accordance with this GCC Sub-Clause 17.2.3 shall
be deemed to be an act or exercise 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 appoint 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 Contract.
Whenever the Construction Manager is absent from
the Site, a suitable person shall be appointed to act
as the Construction Manager’s deputy.
17.2.5 The Project Manager may require the Contractor to
remove (or cause to be removed) the Contractor’s
Representative or any other person employed by
the Contractor in the execution of the Contract,
who:
(a) persists in any misconduct or lack of care;
(b) carries out duties incompetently or negligently;
(c) fails to comply with any provision of the
Contract;
(d) persists in any conduct which is prejudicial to
safety, health, or the protection of the
environment;
(e) based on reasonable evidence, is determined
to have engaged in Fraud and Corruption
during the execution of the Contract;
(f) has been recruited from the Employer’s
Personnel in breach of GCC Sub-Clause 22.2.2;
(g) undertakes behavior which breaches the Code
of Conduct (ES), as applicable;
If appropriate, the Contractor shall then promptly
appoint (or cause to be appointed) a suitable
replacement with equivalent skills and experience.
Notwithstanding any requirement from the Project
Manager to remove or cause to remove any person,
the Contractor shall take immediate action as
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appropriate in response to any violation of (a)

through (g) above. Such immediate action shall
include removing (or causing to be removed) from
the Site or other places where the Contract is being
executed, any Contractor’s Personnel who engages
in (a), (b), (c), (d), (e) or (g) above or has been
recruited as stated in (f) above.
17.2.6 If any representative or person employed by the
Contractor is removed in accordance with GCC Sub-
Clause 17.2.5, the Contractor shall, where required,
promptly appoint a suitable replacement with
equivalent skills and experience.
Work Program 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 twenty-one (21)
days of the Effective Date. The chart shall include the
identities of the key personnel and the curricula vitae of
such key personnel to be employed shall be supplied
together with the chart. The Contractor shall promptly
inform the Employer and the Project Manager in writing of
any revision or alteration of such an organization chart.
Program of Performance
Within twenty-eight (28) days after the Effective Date,
the Contractor shall submit to the Project Manager a
detailed program of performance of the Contract, made in
a form acceptable to the Project Manager and showing the
sequence in which it proposes to design, manufacture,
transport, assemble, install and precommission 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
program and to achieve Completion, Commissioning and
Acceptance of the Facilities in accordance with the
Contract. The program so submitted by the Contractor
shall accord with the Time Schedule included in the
Appendix to the Contract Agreement titled Time Schedule,
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 specified in the PCC pursuant to Sub-Clause 8.2
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and any extension granted in accordance with GCC Clause

40, and shall submit all such revisions to the Project
Manager.
Progress Report
The Contractor shall monitor progress of all the activities
specified in the program referred to in GCC Sub-Clause 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 Manager and shall indicate: (a) percentage
completion achieved compared 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.
Unless otherwise stated in the Specifications, each
progress report shall include the Environmental and Social
(ES) metrics set out in Appendix C.
In addition to the progress reports, the Contractor shall
inform the Project Manager immediately of any allegation,
incident or accident in the Site, which has or is likely to
have a significant adverse effect on the environment, the
affected communities, the public, Employer’s Personnel or
Contractor’s Personnel. This includes, but is not limited to,
any incident or accident causing fatality or serious injury;
significant adverse effects or damage to private property;
or any allegation of SEA and/or SH. In case of SEA and/or
SH, while maintaining confidentiality as appropriate, the
type of allegation (sexual exploitation, sexual abuse or
sexual harassment), gender and age of the person who
experienced the alleged incident should be included in the
information.
The Contractor, upon becoming aware of the allegation,
incident or accident, shall also immediately inform the
Project Manager of any such incident or accident on the
Subcontractors’ or suppliers’ premises relating to the
Facilities which has or is likely to have a significant adverse
effect on the environment, the affected communities, the
public, Employer’s Personnel, or Contractor’s, its
Subcontractors’ and suppliers’ personnel. The notification
shall provide sufficient detail regarding such incidents or
accidents. The Contractor shall provide full details of such
incidents or accidents to the Project Manager within the
timeframe agreed with the Project Manager.
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The Contractor shall require its Subcontractors and

suppliers to immediately notify the Contractor of any
incidents or accidents referred to in this Subclause.
Progress of Performance
If at any time the Contractor’s actual progress falls behind
the program referred to in GCC Sub-Clause 18.2, or it
becomes apparent that it will so fall behind, the Contractor
shall, at the request of the Employer or the Project
Manager, prepare and submit to the Project Manager a
revised program, taking into account the prevailing
circumstances, 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 Sub-Clause 8.2, any extension thereof entitled
under GCC Sub-Clause 40.1, or any extended period as may
otherwise be agreed upon between the Employer and the
Contractor.
Procedures
The Contract shall be executed in accordance with the
Contract Documents 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.
Subcontracting The Appendix to the Contract Agreement titled List of Major
Items of Plant and Installation Services and List of Approved
Subcontractors, specifies major items of supply or services
and a list of approved Subcontractors against each item,
including manufacturers. Insofar as no Subcontractors 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
approval by the Employer for any of the Subcontractors
shall not relieve the Contractor from any of its obligations,
duties or responsibilities under the Contract.
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.
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For items or parts of the Facilities not specified in the

Appendix to the Contract Agreement titled List of Major
Subcontractors, the Contractor may employ such
Subcontractors as it may select, at its discretion.
Each sub-contract 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.
If a Subcontractor'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 obligations to the Employer, then
the Contractor shall do so.
The Contractor shall require that its Subcontractors execute
the Facilities in accordance with the Contract, including
complying with the relevant ES requirements and the
obligations set out in GCC Sub-Clause 22.4.
Design and Specifications and Drawings
Engineering 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, errors or omissions in the
specifications, drawings and other technical
documents that it has prepared, whether such
specifications, drawings and other documents have
been approved by the Project Manager or not,
provided that such discrepancies, errors or
omissions are not because of inaccurate information
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.
Codes and Standards
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Wherever references are made in the Contract to codes

and standards in accordance with which the Contract shall
be executed, the edition or the revised version of such
codes and standards current at the date twenty-eight (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 Employer and shall be treated in
accordance with GCC Clause 39.
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 to the Contract Agreement titled List of
Documents for Approval or Review, for its approval
or review as specified and in accordance with the
requirements of GCC Sub-Clause 18.2 (Program of
Performance).
Any part of the Facilities covered by or related to
the documents to be approved by the Project
Manager shall be executed only after the Project
Manager’s approval thereof.
GCC 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.
20.3.2 Within fourteen (14) days after receipt by the
Project Manager of any document requiring the
Project Manager’s approval in accordance with GCC
Sub-Clause 20.3.1, the Project Manager shall either
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 modifications that the
Project Manager proposes.
If the Project Manager fails to take such action
within the said fourteen (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, except on the grounds that the
document does not comply with the Contract or
that it is contrary to good engineering practice.
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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 GCC Sub-Clause 20.3.2. If the
Project Manager approves the document subject to
modification(s), the Contractor shall make the
required modification(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 disapproval by the Project
Manager of any document and/or any
modification(s) thereto that cannot be settled
between the Parties within a reasonable period,
then such dispute or difference may be referred to a
Dispute Board for determination in accordance with
GCC Sub-Clause 46.1 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, performance of the Contract is to proceed.
The Contractor shall proceed with the Contract in
accordance with the Project Manager’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 GCC Sub-
Clause 46.3 hereof, then the Contractor shall be
reimbursed by the Employer for any additional costs
incurred by reason of such instructions and shall be
relieved 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 extended
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 Manager an amended document and
obtained the Project Manager’s approval thereof,
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pursuant to the provisions of this GCC Sub-Clause

20.3.
If the Project Manager requests any change in any
already approved document and/or in any
document based thereon, the provisions of GCC
Clause 39 shall apply to such request.
Procurement Plant
Subject to GCC Sub-Clause 14.2, the Contractor shall
procure and transport all Plant in an expeditious and
orderly manner to the Site.
Employer-Supplied Plant
If the Appendix to the Contract Agreement titled Scope of
Works and Supply by the Employer, provides that the
Employer shall furnish any specific 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 Sub-Clause 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 Employer, 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 Sub-Clause 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 obligations of care, custody and control shall not
relieve the Employer 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.
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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 under 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 Equipment.
21.3.3 Upon dispatch of each shipment of materials and
the Contractor’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 arrival in the country where the Site is
located, if applicable, and at the Site. The
Contractor shall furnish the Employer with relevant
shipping documents to be agreed upon between
the Parties.
21.3.4 The Contractor shall be responsible for obtaining, if
necessary, approvals from the authorities for
transportation of the materials and the Contractor’s
Equipment to the Site. The Employer shall use its
best endeavors in a timely and expeditious manner
to assist the Contractor in obtaining such approvals,
if requested 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 Contractor’s
Equipment to the Site.
Customs Clearance
The Contractor shall, at its own expense, handle all
imported materials and Contractor’s Equipment at the
point(s) of import and shall handle any formalities for
customs clearance, subject to the Employer’s obligations
under GCC Sub-Clause 14.2, provided that if applicable 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 Contractor shall be entitled to
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an extension in the Time for Completion, pursuant to GCC

Clause 40.
Installation Setting Out/Supervision
22.1.1 Bench Mark: 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 writing by or on behalf of the
Employer.
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 reasonable satisfaction of the
Project Manager. If such error is based on incorrect
data provided in writing by or on behalf 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 superintendence during the
installation of the Facilities, and the Construction
Manager or its deputy shall be constantly on the
Site to provide full-time superintendence of the
installation. The Contractor shall provide and
employ only technical personnel who are skilled and
experienced in their respective callings and
supervisory staff who are competent to adequately
supervise the work at hand.
Labor:
22.2.1 Engagement of Staff and Labor
Except as otherwise stated in the Employer’s
Requirements, the Contractor shall make
arrangements for the engagement of all staff and
labor, local or otherwise, and for their payment,
housing, feeding and transport.
The Contractor shall provide and employ on the Site
in the installation of the Facilities such skilled, semi-
skilled and unskilled labor as is necessary for the
proper and timely execution of the Contract. The
Contractor is encouraged to use local labor that has
the necessary skills.
The Contractor shall be responsible for obtaining all
necessary permit(s) and/or visa(s) from the
appropriate authorities for the entry of all labor and
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personnel to be employed on the Site into the

country where the Site is located. The Employer will,
if requested by the Contractor, use his best
endeavors 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.
The Contractor shall at its own expense provide the
means of repatriation to all of its Contractor’s
Personnel employed for the execution of the
Contract at the Site or other places where the
Installation Services are carried out 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 maintenance, the
Employer may provide the same to such personnel
and recover the cost of doing so from the
Contractor.
22.2.2 Persons in the Service of Employer
The Contractor shall not recruit, or attempt to
recruit, staff and labor from amongst the Employer’s
Personnel.
22.2.3 Labor Laws
The Contractor shall comply with all the relevant
labor laws applicable to the Contractor’s Personnel,
including laws relating to their employment, health,
safety, welfare, immigration and emigration, and
shall allow them all their legal rights.
The Contractor shall at all times during the progress
of the Contract use its best endeavors to prevent
any unlawful, riotous or disorderly conduct or
behavior by or amongst its employees and the labor
of its Subcontractors.
The Contractor shall, in all dealings with its labor and
the labor of its Subcontractors currently employed
on or connected with the Contract, pay due regard
to all recognized festivals, official holidays, religious
or other customs and all local laws and regulations
pertaining to the employment of labor.
22.2.4 Rates of Wages and Conditions of Labor
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The Contractor shall pay rates of wages, and

observe conditions of labor, which are not lower
than those established for the trade or industry
where the work is carried out. If no established
rates or conditions are applicable, the Contractor
shall pay rates of wages and observe conditions
which are not lower than the general level of wages
and conditions observed locally by employers
whose trade or industry is similar to that of the
Contractor.
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, allowances and any benefits as
are subject to tax under the Laws of the Country 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
No work shall be carried out on the Site on locally
recognized days of rest, or outside the normal
working hours stated in the PCC, unless:
(a) otherwise stated in the Contract,
(b) the Project Manager gives consent, or
(c) the work is unavoidable, or necessary for the
protection of life or property or for the safety
of the Facilities, in which case the Contractor
shall immediately advise the Project Manager.
If and when the Contractor considers it necessary to
carry out work at night or on public holidays so as to
meet the Time for Completion and requests the
Project Manager’s consent thereto, the Project
Manager shall not unreasonably withhold such
consent.
This Sub-Clause shall not apply to any work which is
customarily carried out by rotary or double-shifts.
22.2.6 Facilities for Staff and Labor
Except as otherwise stated in the Specification, the
Contractor shall provide and maintain all necessary
accommodation and welfare facilities for the
Contractor’s Personnel employed for the execution
of the Contract at the Site or other places where the
Installation Services are carried out. The Contractor
shall also provide facilities for the Employer’s
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Personnel as stated in the Employer’s

Requirements.
The Contractor shall not permit any of the
Contractor’s Personnel to maintain any temporary
or permanent living quarters within the structures
forming part of the Facilities.
22.2.7 Health and Safety
The Contractor shall at all times take all reasonable
precautions to maintain the health and safety of the
of Installation Services at the Site (or other places in
the country where the Site is located).
submit to the Engineer for its approval a health and
safety manual which has been specifically prepared
for the Contract.
The health and safety manual shall be in addition to
any other similar document required under
applicable health and safety regulations and Laws.
The health and safety manual shall set out all the
health and safety requirements under the Contract,
(a) which shall include at a minimum:
(i) the procedures to establish and maintain a safe
working environment without risk to health at all
workplaces, machinery, equipment and processes
under the control of the Contractor, including
control measures for chemical, physical and
biological substances and agents;
(ii) details of the training to be provided, records to
be kept;
(iii) the procedures for prevention, preparedness and
response activities to be implemented in the case
of an emergency event (i.e. an unanticipated
incident, arising from both natural and man-made
hazards, typically in the form of fire, explosions,
leaks or spills, which may occur for a variety of
different reasons including failure to implement
operating procedures that are designed to
prevent their occurrence, extreme weather or
lack of early warning);
(iv) the measures to be taken to avoid or minimize
the potential for community exposure to water-
borne, water-based, water-related, and vector-
borne diseases,
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(v) the measures to be implemented to avoid or

minimize the spread of communicable diseases
(including transfer of Sexually Transmitted
Diseases or Infections (STDs), such as HIV virus)
and non-communicable diseases associated with
the execution of the Contract, taking into
consideration differentiated exposure to and
higher sensitivity of vulnerable groups. This
includes taking measures to avoid or minimize the
transmission of communicable diseases that may
be associated with the influx of temporary or
permanent Contract-related labor;
(vi) the policies and procedures on the management
and quality of accommodation and welfare
facilities if such accommodation and welfare
facilities are provided by the Contractor in
accordance with GCC Sub-Clause 22.2.6; and
(b) any other requirements stated in the Specification.
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
PCC.
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, genders, hours worked and wages
paid to all workers. These records shall be
summarized on a monthly basis in a form approved
by the Project Manager and shall be available for
inspection by the Project Manager until the
Contractor has completed all work.
22.2.10 Supply of Foodstuffs
The Contractor shall arrange for the provision of a
sufficient supply of suitable food as may be stated in
the Employer’s Requirements at reasonable prices
for the Contractor’s personnel for the purposes 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
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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
precautions 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
insecticide.
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 dispose of any
alcoholic liquor or drugs, or permit or allow
importation, 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 Workers’ Organizations
In countries where the relevant labor laws recognize
workers’ rights to form and to join workers’
organizations of their choosing and to bargain
collectively without interference, the Contractor
shall comply with such laws. In such circumstances,
the role of legally established workers’
organizations and legitimate workers’
representatives will be respected, and they will be
provided with information needed for meaningful
negotiation in a timely manner. Where the relevant
labor laws substantially restrict workers’
organizations, the Contractor shall enable
alternative means for the Contractor’s and its
Subcontractors’ personnel to express their
grievances and protect their rights regarding
working conditions and terms of employment. The
Contractor shall not seek to influence or control
these alternative means. The Contractor shall not
discriminate or retaliate against the Contractor’s
and its Subcontractors’ personnel who participate,
or seek to participate, in such organizations and
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collective bargaining or alternative mechanisms.

Workers’ organizations are expected to fairly
represent the workers in the workforce.
22.2.16 Non-Discrimination and Equal Opportunity
The Contractor shall not make decisions relating to
the employment or treatment of Contractor’s
Personnel on the basis of personal characteristics
unrelated to inherent job requirements. The
Contractor shall base the employment of
Contractor’s Personnel on the principle of equal
opportunity and fair treatment, and shall not
discriminate with respect to any aspects of the
employment relationship, including recruitment and
hiring, compensation (including wages and
benefits), working conditions and terms of
employment, access to training, job assignment,
promotion, termination of employment or
retirement, and disciplinary practices.
Special measures of protection or assistance to
remedy past discrimination or selection for a
particular job based on the inherent requirements of
the job shall not be deemed discrimination. The
Contractor shall provide protection and assistance
as necessary to ensure non-discrimination and equal
opportunity, including for specific groups such as
women, people with disabilities, migrant workers
and children (of working age in accordance with
GCC Sub-Clause 22.2.19).
22.2.17 Contractor’s Personnel Grievance Mechanism
The Contractor shall have a grievance mechanism for
the Contractor’s Personnel, and where relevant the
workers’ organizations stated in subclause 22.2.15,
to raise workplace concerns. The grievance
mechanism shall be proportionate to the nature,
scale, risks and impacts of the Contract. The
mechanism shall address concerns promptly, using
an understandable and transparent process that
provides timely feedback to those concerned in a
language they understand, without any retribution,
and shall operate in an independent and objective
manner.
The Contractor’s Personnel shall be informed of the
grievance mechanism at the time of engagement for
the Contract, and the measures put in place to
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protect them against any reprisal for its use.

Measures will be put in place to make the grievance
mechanism easily accessible to all Contractor’s and
its Subcontractors’ personnel.
The grievance mechanism shall not impede access to
other judicial or administrative remedies that might
be available, or substitute for grievance mechanisms
provided through collective agreements.
The grievance mechanism may utilize existing
grievance mechanisms, providing that they are
properly designed and implemented, address
concerns promptly, and are readily accessible to
such project workers. Existing grievance
mechanisms may be supplemented as needed with
Contract-specific arrangements.
22.2.18 Forced Labor
The Contractor, including its Subcontractors/
suppliers/ manufactuers, shall not employ or engage
forced labour. Forced labour consists of any work or
service, not voluntarily performed, that is exacted
from an individual under threat of force or penalty,
and includes any kind of involuntary or compulsory
labour, such as indentured labour, bonded labour or
similar labour-contracting arrangements.
No persons shall be employed or engaged who have
been subject to trafficking. Trafficking in persons is
defined as the recruitment, transportation, transfer,
harbouring or receipt of persons by means of the
threat or use of force or other forms of coercion,
abduction, fraud, deception, abuse of power, or of a
position of vulnerability, or of the giving or receiving
of payments or benefits to achieve the consent of a
person having control over another person, for the
purposes of exploitation.
In this regard, the Contractor shall:
(a)include in contracts with Subcontractors/
suppliers/ manufacturers of [solar panels] [solar
panel components], obligations to prevent Forced
Labor among the staff, employees, workers and any
other person employed or engaged by the
Subcontractor/ supplier/ manufacturer;
(b)include in contracts with Subcontractors/
suppliers/ manufacturers of [solar panels] [solar
panel components], that the Subcontractors/
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suppliers/manufacturers include an obligation to

prevent Forced Labor in all contracts that they
execute with their suppliers/ manufacturers of
[solar panel][solar panel components];
(c)monitor Subcontractors/ suppliers/ manufacturers
of [solar panels][solar panel components] on
implementation of obligations to prevent Forced
Labor among the staff, employees, workers and any
other person employed or engaged by them;
(d)require Subcontractors to monitor their
suppliers/manufacturers of [solar panels][solar
panel components] on implementation of
obligations to prevent Forced Labor among the
staff, employees, workers and any other person
employed or engaged by them;
(e)require its Subcontractors/ suppliers/
manufacturers to immediately notify the Contractor
of any incidents of Forced Labor;
(f) immediately notify the Employer any
incident of Forced labor on the site, or premises of
Subcontractors/ suppliers/ manufacturers of [solar
panels] [solar panel components]; and
(g)include in periodic progress reports submitted in
accordance with the contract sufficient details on
its, including its Subcontractors/ suppliers/
manufacturers, compliance with Forced Labor
obligations.
22.2.19 Child Labor

The Contractor, including its Subcontractors, shall
not employ or engage a child under the age of 14
unless the national law specifies a higher age (the
minimum age).
not employ or engage a child between the minimum
age and the age of 18 in a manner that is likely to be
hazardous, or to interfere with, the child’s
education, or to be harmful to the child’s health or
physical, mental, spiritual, moral, or social
development.
The Contractor including its Subcontractors, shall
only employ or engage children between the
minimum age and the age of 18 after an appropriate
risk assessment has been conducted by the
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Contractor with the Engineer’s consent. The

Contractor shall be subject to regular monitoring by
the Project Manager that includes monitoring of
health, working conditions and hours of work.
Work considered hazardous for children is work
that, by its nature or the circumstances in which it is
carried out, is likely to jeopardize the health, safety,
or morals of children. Such work activities
prohibited for children include work:
(a) with exposure to physical, psychological or
sexual abuse;
(b) underground, underwater, working at heights
or in confined spaces;
(c) with dangerous machinery, equipment or tools,
or involving handling or transport of heavy
loads;
(d) in unhealthy environments exposing children
to hazardous substances, agents, or processes,
or to temperatures, noise or vibration
damaging to health; or
(e) under difficult conditions such as work for long
hours, during the night or in confinement on
the premises of the employer.
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
endeavors to assist the Contractor in obtaining any
local, state or national government 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
Site Regulations
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The Employer and the Contractor shall establish Site

regulations setting 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 Project Manager with a copy to the Employer,
proposed Site regulations for the Project Manager’s
approval, which approval shall not be unreasonably
withheld.
Such Site regulations shall include, but shall not be limited
to, Code of Conduct for environmental and social
aspectssubmitted as part of the Bid and agreed to by the
Employer, , security arrangements in accordance with GCC
Sub-Clause 22.8, safety of the Facilities, gate control,
sanitation, medical care, and fire prevention.
The Contractor shall take all necessary measures to
ensure that each Contractor’s Personnel, employed for
the execution of the Contract at the Site or other places
where the Installation Services are carried out, is made
aware of the Code of Conduct including specific behaviors
that are prohibited, and understands the consequences of
engaging in such prohibited behaviors.
These measures include providing instructions and
documentation that can be understood by the
Contractor’s Personnel and seeking to obtain that
person’s signature acknowledging receipt of such
instructions and/or documentation, as appropriate.
The Contractor shall also ensure that the Code of Conduct
is visibly displayed in multiple locations on the Site and
any other place where the Installation Services will be
carried out, as well as in areas outside the Site accessible
to the local community and project affected people. The
posted Code of Conduct shall be provided in languages
comprehensible to Contractor’s Personnel, Employer’s
Personnel and the local community.
The Contractor’s Management Strategy and
Implementation Plans shall include appropriate processes
for the Contractor to verify compliance with these
obligations.
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.
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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
responsible, permits the use by such other
contractors of the Contractor’s Equipment, or
provides any other service of whatsoever 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 reasonable 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 notice, and that could affect
the Contractor’s work. The Project Manager shall
determine the corrective measures, if any, required
to rectify the situation after inspection of the
Facilities. Decisions made by the Project Manager
shall be binding on the Contractor.
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 necessary 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 Facilities. In such event
the Employer shall, as soon as practicable after the
occurrence of any such emergency, notify the Contractor
in writing 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
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costs incurred by the Employer in connection therewith

shall be paid by the Contractor to the Employer.
Otherwise, the cost of such remedial work shall be borne
by the Employer.
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 wreckage, 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.
Security of the Site
The Contractor shall be responsible for the security of the
Site including providing and maintaining at its own
expense all lighting, 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.
If required in the Employer’s Requirements, the
Contractor shall submit for the Project Manager’s No-
objection a security management plan that sets the
security arrangements for the Site.
In making security arrangements, the Contractor shall be
guided by applicable laws and any other requirements
stated in the Employer’s Requirements.
The Contractor shall (i) conduct appropriate background
checks on any personnel retained to provide security; (ii)
train the security personnel adequately (or determine that
they are properly trained) in the use of force (and where
applicable, firearms), and appropriate conduct towards
Contractor’s and Sub-contarctor’s personnel, Employer’s
personnel and affected communities; and (iii) require the
security personnel to act within the applicable Laws and
any requirements set out in the Employer’s
Reqquirements.
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The Contractor shall not permit any use of force by

security personnel in providing security except when used
for preventive and defensive purposes in proportion to
the nature and extent of the threat.
Protection of the Environment
The Contractor shall take all necessary measures to:
i. protect the environment (both on and off the Site);
and
ii. limit damage and nuisance to people and property
resulting from pollution, noise and other results of the
Contractor’s operations and/ or activities.
The Contractor shall ensure that emissions, surface
discharges, effluent and any other pollutants from the
Contractor’s activities shall exceed neither the values
indicated in the Employer’s Requirements, nor those
prescribed by applicable laws.
In the event of damage to the environment, property
and/or nuisance to people, on or off Site as a result of the
Contractor’s operations, the Contractor shall agree with
the Project Manager the appropriate actions and time
scale to remedy, as practicable, the damaged
environment to its former condition. The Contractor shall
implement such remedies at its cost to the satisfaction of
the Project Manager.
Cultural Heritage Findings
All fossils, coins, articles of value or antiquity, structures,
groups of structures, and other remains or items of
geological, archaeological, paleontological, historical,
architectural, religious interest found on the Site shall be
placed under the care and custody of the Employer.
The Contractor shall take all reasonable precautions,
including fencing-off the area or site of the finding, to
avoid further disturbance and prevent Contractor’s
Personnel or other persons from removing or damaging
any of these findings;
As soon as practicable after discovery of any such finding,
the Contractor shall give a notice to the Project Manager,
to give the Project Manager the opportunity to promptly
inspect and/or investigate the finding before it is
disturbed and to issue instructions for dealing with it.
Test and The Contractor shall at its own expense carry out at the
Inspection place of 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 Contract.
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The Employer and the Project Manager or their designated

representatives shall be entitled to attend the aforesaid test
and/or inspection, provided that the Employer shall bear all
costs and expenses incurred in connection with such
attendance including, but not limited to, all traveling and
board and lodging expenses.
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 representatives to attend the test and/or
inspection.
The Contractor shall provide the Project Manager with a
certified report of the results of any such test and/or
inspection.
If the Employer or Project Manager or their designated
representatives fails to attend the test and/or inspection, or
if it is agreed between the Parties that such persons shall not
do so, then the Contractor 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.
The Project Manager may require the Contractor to carry
out any test and/or inspection not required by the Contract,
provided that the Contractor’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 impede the progress of work on
the Facilities and/or the Contractor’s performance of its
other obligations under the Contract, due allowance will be
made in respect of the Time for Completion and the other
obligations so affected.
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
Sub-Clause 23.3.
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 Parties within a reasonable
Page 203 of 449

period of time, it may be referred to an Dispute Board for

determination in accordance with GCC Sub-Clause 46.3.
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 installed, in order to
inspect the progress and the manner of manufacture or
installation, provided that the Project Manager shall give the
Contractor a reasonable prior notice. Without prejudice to
GCC Sub-Clause 9.7, as instructed by the Project Manager,
the Contractor shall also afford other relevant entities (at
the Employer’s or their respective entities’ expense, as
appropriate) access to the Facilities, to inspect progress and
the manner of the execution of the Facilities, carry out
environmental and social audit, as appropriate, or carry out
any other duty as stated in the Employer’s Requirements or
as instructed by the Project Manager.
The Contractor agrees that neither the execution of a test
and/or inspection of Plant or any part of the Facilities, nor
the attendance by the Employer or the Project Manager, nor
the issue of any test certificate pursuant to GCC Sub-Clause
23.4, shall release the Contractor from any other
responsibilities under the Contract.
No part of the Facilities or foundations shall be covered up
on the Site without the Contractor carrying out any test
and/or inspection required under the Contract. The
Contractor shall give a reasonable notice to the Project
Manager whenever any such parts of the Facilities or
foundations are ready or about to be ready for test and/or
inspection; such test and/or inspection and notice thereof
shall be subject to the requirements of the Contract.
The Contractor shall uncover any part of the Facilities or
foundations, or shall make openings in or through the same
as the Project Manager 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 Sub-Clause 23.10 and are found to be
executed in accordance with the Contract, the expenses of
uncovering, making openings in or through, reinstating,
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
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delayed or impeded in the performance of any of its

obligations under the Contract.
Completion of As soon as the Facilities or any part thereof has, in the
the Facilities opinion of the Contractor, been completed operationally
and structurally and put in a tight and clean condition as
specified in the Employer’s Requirements, excluding minor
items not materially affecting the operation or safety of the
Facilities, the Contractor shall so notify the Employer in
writing.
Within seven (7) days after receipt of the notice from the
Contractor under GCC Sub-Clause 24.1, the Employer shall
supply the operating and maintenance personnel specified
in the Appendix to the Contract Agreement titled Scope of
Works and Supply by the Employer for Precommissioning of
the Facilities or any part thereof.
Pursuant to the Appendix to the Contract Agreement titled
Scope of Works and Supply by the Employer, the Employer
shall also provide, within the said seven (7) day period, the
raw materials, utilities, lubricants, chemicals, catalysts,
facilities, services and other matters required for
Precommissioning of the Facilities or any part thereof.
As soon as reasonably practicable after the operating and
maintenance 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 accordance with GCC Sub-
Clause 24.2, the Contractor shall commence
Precommissioning of the Facilities or the relevant part
thereof in preparation for Commissioning, subject to GCC
Sub-Clause 25.5.
As soon as all works in respect of Precommissioning 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.
The Project Manager shall, within fourteen (14) days after
receipt of the Contractor’s notice under GCC Sub-Clause
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 Sub-Clause 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
Page 205 of 449

correct such defects and/or deficiencies, and shall repeat

the procedure described in GCC Sub-Clause 24.4.
If the Project Manager is satisfied that the Facilities or that
part thereof have reached Completion, the Project
Manager shall, within seven (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 Contractor in writing of any defects and/or
deficiencies within seven (7) days after receipt of the
Contractor’s repeated notice, and the above procedure
shall be repeated.
If the Project Manager fails to issue the Completion
Certificate and fails to inform the Contractor of any defects
and/or deficiencies within fourteen (14) days after receipt of
the Contractor’s notice under GCC Sub-Clause 24.4 or within
seven (7) days after receipt of the Contractor’s repeated
notice under GCC Sub-Clause 24.5, or if the Employer makes
use of the Facilities or part thereof, then the Facilities or that
part thereof shall be deemed to have reached Completion
as of the date of the Contractor’s notice or repeated notice,
or as of the Employer’s use of the Facilities, as the case may
be.
As soon as possible after Completion, the Contractor shall
complete all outstanding minor items so that the Facilities
are fully in accordance with the requirements of the
Contract, failing which the Employer will undertake such
completion and deduct the costs thereof from any monies
owing to the Contractor.
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 Facilities or the relevant
part thereof.
Commissioning Commissioning
and Operational 25.1.1 Commissioning of the Facilities or any part thereof
Acceptance shall be commenced by the Contractor immediately
after issue of the Completion Certificate by the
Project Manager, pursuant to GCC Sub-Clause 24.5,
or immediately after the date of the deemed
Completion, under GCC Sub-Clause 24.6.
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25.1.2 The Employer shall supply the operating and

maintenance personnel 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 Contractor’s and Project Manager’s
advisory personnel shall attend the Commissioning,
including the Guarantee Test, and shall advise and
assist the Employer.
Guarantee Test
25.2.1 Subject to GCC Sub-Clause 25.5, the Guarantee Test
and repeats 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 to
the Contract Agreement titled Functional
Guarantees. 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
repeats thereof.
25.2.2 If for reasons not attributable to the Contractor, the
Guarantee Test of the Facilities or the relevant part
thereof cannot be successfully completed within the
period from the date of Completion specified in the
PCC 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 Sub-
Clauses 28.2 and 28.3 shall not apply.
Operational Acceptance
25.3.1 Subject to GCC Sub-Clause 25.4 below, Operational
Acceptance 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
completed or has not been carried out for
reasons not attributable to the Contractor
within the period from the date of Completion
specified in the PCC pursuant to GCC Sub-
Page 207 of 449

Clause 25.2.2 above or any other period

agreed upon by the Employer and the
Contractor; or
(c) the Contractor has paid the liquidated
damages specified in GCC Sub-Clause 28.3
hereof; and
(d) any minor items mentioned in GCC Sub-Clause
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
Sub-Clause 25.3.1 have occurred, the Contractor may
give a notice to the Project Manager requesting the
issue of an Operational Acceptance Certificate in the
form provided in the Employer’s Requirements
(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 Employer, and within seven (7) days after
receipt of the Contractor’s notice, issue an
Operational Acceptance Certificate.
25.3.4 If within seven (7) 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 shall be deemed to have
been accepted as of the date of the Contractor’s
said notice.
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 provisions 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 Acceptance Certificate for
such facility when it attains Completion, provided
Page 208 of 449

that the Contractor shall thereafter complete any

outstanding minor items that are listed in the
Delayed Precommissioning and/or Guarantee Test
25.5.1 In the event that the Contractor is unable to
proceed with the Precommissioning of the Facilities
pursuant to Sub-Clause 24.3, or with the Guarantee
Test pursuant to Sub-Clause 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 Contractor’s control, the
provisions leading to “deemed” completion of
activities such as Completion, pursuant to GCC Sub-
Clause 24.6, and Operational Acceptance, pursuant
to GCC Sub-Clause 25.3.4, and Contractor’s
obligations regarding Defect Liability Period,
pursuant to GCC Sub-Clause 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 pursuant to above Sub-
Clause 25.5.1, the Contractor shall be entitled to the
following:
(a) the Time of Completion shall be extended for
the period of suspension without imposition
of liquidated damages pursuant to GCC Sub-
Clause 26.2;
(b) payments due to the Contractor in accordance
with the provision specified in the Appendix
to the Contract Agreement titled Terms and
Procedures of Payment, 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 security 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
Page 209 of 449

payments, subject to the provision of Sub-

Clause 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
Contractor by the Employer;
(d) the additional charges towards the care of the
Facilities pursuant to GCC Sub-Clause 32.1 shall
be reimbursed to the Contractor by the
Employer for the period between the
notification mentioned above and the
notification mentioned in Sub-Clause 25.5.4
below. The provision of GCC Sub-Clause 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 one
hundred eighty (180) days, the Employer and
Contractor shall mutually agree to any additional
compensation payable to the Contractor.
Manager that the Plant is ready for
Precommissioning, the Contractor shall proceed
without delay in performing Precommissioning in
accordance with Clause 24.
F. Guarantees and Liabilities
Completion The Contractor guarantees that it shall attain Completion of
Time the Facilities (or a part for which a separate time for
Guarantee completion is specified) within the Time for Completion
specified in the PCC pursuant to GCC Sub-Clause 8.2, or within
such extended time to which the Contractor shall be entitled
under GCC Clause 40 hereof.
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 PCC 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 PCC as a percentage rate of
the Contract Price. Once the “Maximum” is reached, the
Employer may consider termination of the Contract, pursuant
to GCC Sub-Clause 42.2.2.
Page 210 of 449

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 relieve the Contractor from any of its obligations to
complete the Facilities or from any other obligations and
liabilities of the Contractor under the Contract.
Save for liquidated damages payable under this GCC Sub-
Clause 26.2, the failure by the Contractor to attain any
milestone or other act, matter or thing by any date specified
in the Appendix to the Contract Agreement titled Time
Schedule, and/or other program of work prepared pursuant
to GCC Sub-Clause 18.2 shall not render the Contractor liable
for any loss or damage thereby suffered by the Employer.
If the Contractor attains Completion of the Facilities or any
part thereof 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 PCC. The
aggregate amount of such bonus shall in no event exceed the
amount specified as “Maximum” in the PCC.
Defect Liability The Contractor warrants that the Facilities or any part thereof
shall be free from defects in the design, engineering, materials
and workmanship of the Plant supplied and of the work
executed.
The Defect Liability Period shall be five hundred and forty
(540) days from the date of Completion of the Facilities (or
any part thereof) or one year from the date of Operational
Acceptance of the Facilities (or any part thereof), whichever
first occurs, unless specified otherwise in the PCC pursuant to
GCC Sub-Clause 27.10.
If during the Defect Liability Period any defect should be
found in the design, engineering, materials and workmanship
of the Plant supplied 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
discretion, 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
Page 211 of 449

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 Employer;
(b) operation of the Facilities outside specifications
provided in the Contract; or
(c) normal wear and tear.
The Contractor’s obligations under this GCC Clause 27 shall not
apply to:
(a) any materials that are supplied by the Employer under
GCC Sub-Clause 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 Sub-
Clause 27.7.
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 reasonable opportunity for the
Contractor to inspect any such defect.
The Employer shall afford the Contractor all necessary access
to the Facilities and the Site to enable the Contractor to
perform its obligations 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.
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 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
Page 212 of 449

be, until that part of the Facilities passes such tests. The tests
shall be agreed upon by the Employer and the Contractor.
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 fifteen (15) days), the Employer
may, following notice to the Contractor, proceed to do such
work, and the reasonable costs incurred by the Employer in
connection therewith shall be paid to the Employer by the
Contractor or may be deducted by the Employer from any
monies due the Contractor or claimed under the Performance
Security.
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 reasons.
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, except where
such defects are the result of the gross negligence, fraud, or
criminal or willful action of the Contractor.
In addition, any such component of the Facilities, and during
the period of time as may be specified in the PCC, shall be
subject to an extended defect liability period. Such obligation
of the Contractor shall be in addition to the defect liability
period specified under GCC Sub-Clause 27.2.
Functional The Contractor guarantees that during the Guarantee Test,
Guarantees the Facilities and all parts thereof shall attain the Functional
Guarantees specified in the Appendix to the Contract
Agreement titled Functional Guarantees, subject to and upon
the conditions therein specified.
If, for reasons attributable to the Contractor, the minimum
level of the Functional Guarantees specified in the Appendix
to the Contract Agreement titled Functional Guarantees, 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
Page 213 of 449

necessary 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 Sub-Clause
42.2.2.
If, for reasons attributable to the Contractor, the Functional
Agreement titled Functional Guarantees, are not attained
either in whole or in part, but the minimum level of the
Functional Guarantees specified in the said Appendix 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 Facilities or any part thereof that are necessary to
attain the Functional 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 failure to meet the Functional Guarantees in
accordance with the provisions in the Appendix to the
Contract Agreement titled Functional Guarantees.
The payment of liquidated damages under GCC Sub-Clause
28.3, up to the limitation of liability specified in the Appendix
to the Contract Agreement titled Functional Guarantees, shall
completely satisfy the Contractor’s guarantees under GCC
Sub-Clause 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 Contractor,
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.
Patent The Contractor shall, subject to the Employer’s compliance
Indemnity with GCC Sub-Clause 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 infringement
or alleged infringement of any patent, utility model,
registered 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
Page 214 of 449

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 inferred 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 materials not supplied by
the Contractor, pursuant to the Contract Agreement.
If any proceedings are brought or any claim is made against
the Employer arising out of the matters referred to in GCC Sub-
Clause 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 settlement of any such
proceedings or claim.
If the Contractor fails to notify the Employer within twenty-
eight (28) days after receipt 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
twenty-eight (28) day period, the Employer shall make no
admission that may be prejudicial to the defense of any such
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 expenses incurred in so doing.
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, including attorney’s fees and
expenses, which the Contractor may suffer as a result of any
infringement or alleged infringement of any patent, utility
model, registered design, trademark, copyright or other
intellectual property right registered or otherwise existing at
the date of the Contract arising out of or in connection with
any design, data, drawing, specification, or other documents
or materials provided or designed by or on behalf of the
Employer.
Limitation of Except in cases of criminal negligence or willful misconduct,
Liability
Page 215 of 449

(a) neither Party shall be liable to the other Party, whether

in contract, tort, or otherwise, for any indirect or
consequential loss or damage, loss of use, loss of
production, or loss of profits or interest costs, which
may be suffered by the other Party in connection with
the Contract, other than specifically provided as any
obligation of the Party in the Contract, and
(b) the aggregate liability of the Contractor to the
Employer, whether under the Contract, in tort or
otherwise, shall not exceed the amount resulting from
the application of the multiplier specified in the PCC, to
the Contract Price or, if a multiplier is not so specified,
the total Contract Price, provided that this limitation
shall not apply to the cost of repairing or replacing
defective equipment, or to any obligation of the
Contractor to indemnify the Employer with respect to
patent infringement.
G. Risk Distribution
Transfer of Ownership of the Plant (including spare parts) to be imported
Ownership into the 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.
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.
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.
Ownership of any Plant in excess of the requirements for the
Facilities 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.
Notwithstanding the transfer of ownership of the Plant, the
responsibility 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.
Care of The Contractor shall be responsible for the care and custody
Facilities of the Facilities or any part thereof until the date of
Completion of the Facilities pursuant to GCC Clause 24 or,
Page 216 of 449

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 Sub-Clauses
32.2 and 38.1.
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 reasonably 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
insurance, 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 responsibility herein,
the Employer shall pay to the Contractor all sums payable in
respect of the Facilities executed, notwithstanding that the
same be lost, destroyed 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
Page 217 of 449

loss or damage to the Facilities thereby occasioned, the

Employer shall either request a change in accordance with
GCC Clause 39, excluding the performance of that part of the
Facilities thereby lost, destroyed or damaged, or, where the
loss or damage affects a substantial part of the Facilities, the
Employer shall terminate the Contract pursuant to GCC Sub-
Clause 42.1 hereof.
The Contractor shall be liable for any loss of or damage to any
Contractor’s Equipment, or any other property of the
Contractor used or intended to be used for purposes of the
Facilities, except (i) as mentioned in GCC Sub-Clause 32.2 with
respect to the Contractor’s temporary facilities, and (ii) where
such loss or damage arises by reason of any of the matters
specified in GCC Sub-Clauses 32.2 (b) and (c) and 38.1.
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 Sub-Clause 38.1, the
provisions of GCC Sub-Clause 38.3 shall apply.
Loss of or Subject to GCC Sub-Clause 33.3, the Contractor shall indemnify

Damage to and hold harmless the Employer and its employees and
Property; officers from and against any and all suits, actions or
Accident or administrative proceedings, claims, demands, losses,
Injury to damages, costs, and expenses of whatsoever nature,
Workers; including attorney’s fees and expenses, in respect of the
Indemnifica- death or injury of any person or loss of or damage to any
tion property other than the Facilities whether accepted or not,
arising in connection with the supply and installation of the
Facilities and by reason of the negligence of the Contractor or
its Subcontractors, or their employees, officers or agents,
except any injury, death or property damage caused by the
negligence of the Employer, its contractors, employees,
officers or agents.
the Employer 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 Employer’s name conduct such
proceedings or claim and any negotiations for the settlement
of any such proceedings or claim.
Page 218 of 449


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.
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.
Insurance To the extent specified in the Appendix to the Contract
Agreement titled Insurance Requirements, 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 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
Page 219 of 449

during the Defect Liability Period while the Contractor is

on the Site for the purpose of performing its obligations
during the Defect Liability Period.
(c) Third Party Liability Insurance
Covering bodily injury or death suffered by third Parties
including the Employer’s personnel, and loss of or
damage to property 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
Subcontractors, 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
(g) Other Insurances
Such other insurances as may be specifically agreed
upon by the Parties hereto as listed in the Appendix to
the Contract Agreement titled Insurance Requirements.
The Employer shall be named as co-insured under all insurance
policies taken out by the Contractor pursuant to GCC Sub-
Clause 34.1, except for the Third Party Liability, Workers’
Compensation and Employer’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 Sub-Clause 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 performance of the Contract shall be waived
under such policies.
The Contractor shall, in accordance with the provisions of the
Appendix to the Contract Agreement titled Insurance
Requirements, deliver to the Employer certificates of
insurance or copies of the insurance policies as evidence that
the required policies are in full force and effect. The
certificates shall provide that no less than twenty-one (21)
days’ notice shall be given to the Employer by insurers prior to
cancellation or material modification of a policy.
Page 220 of 449

The Contractor shall ensure that, where applicable, its

Subcontractor(s) shall take out and maintain in effect
adequate insurance policies 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.
The Employer shall at its expense take out and maintain in
effect during the performance of the Contract those
insurances specified in the Appendix to the Contract
Agreement titled Insurance Requirements, in the sums and
with the deductibles and other conditions specified in the said
Appendix. The Contractor and the Contractor’s
Subcontractors shall be named as co-insureds under all such
policies. All insurers’ 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 satisfactory evidence
that the required insurances are in full force and effect. The
policies shall provide that not less than twenty-one (21) days’
notice shall be given to the Contractor by all insurers prior to
any cancellation 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
If the Contractor fails to take out and/or maintain in effect the
insurances referred to in GCC Sub-Clause 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 recover 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 insurances,
the Contractor shall nevertheless have no liability or
responsibility towards the Employer, and the Contractor shall
have full recourse against the Employer for any and all
liabilities of the Employer herein.
Page 221 of 449

Unless otherwise provided in the Contract, the Contractor

shall prepare 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 Employer’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.
Unforeseen If, during the execution of the Contract, the Contractor shall
Conditions encounter 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 contractor 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 performing 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 proposes 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 Employer and Contractor and decide upon the
Page 222 of 449

actions to be taken to overcome the physical conditions or

artificial obstructions encountered. Following such
consultations, the Project Manager shall instruct the
Contractor, with a copy to the Employer, of the actions to be
taken.
Any reasonable additional cost and expense incurred by the
Contractor 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.
If the Contractor is delayed or impeded in the performance of
the Contract because of any such physical conditions or
artificial obstructions referred to in GCC Sub-Clause 35.1, the
Time for Completion shall be extended in accordance with
GCC Clause 40.
Change in If, after the date twenty-eight (28) days prior to the date of
Laws and Bid submission, in the country where the Site is located, any
Regulations law, regulation, ordinance, order or by-law having the force of
law is enacted, promulgated, abrogated or changed which
shall be deemed to include any change in interpretation or
application by the competent authorities, that subsequently
affects the costs and expenses of the Contractor and/or the
Time for Completion, the Contract Price shall be
correspondingly increased or decreased, and/or the Time for
Completion shall be reasonably adjusted to the extent that
the Contractor has thereby been affected in the performance
of any of its obligations under the Contract. 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 PCC pursuant to GCC Sub-
Clause 11.2.
Force Majeure “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 affected, 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 terrorist acts
Page 223 of 449

(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 congestion, lack of usual means of public
transportation and communication, industrial dispute,
shipwreck, shortage or restriction 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
(f) shortage of labor, materials or utilities where caused by
circumstances that are themselves Force Majeure.
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 fourteen (14) days after the occurrence of such
event.
The Party who has given such notice shall be excused from the
performance or punctual performance of its obligations under
the Contract 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.
The Party or Parties affected by the event of Force Majeure
shall use reasonable efforts to mitigate the effect thereof
upon its or their performance of the Contract and to fulfill its
or their obligations under the Contract, but without prejudice
to either Party’s right to terminate the Contract under GCC
Sub-Clauses 37.6 and 38.5.
No delay or nonperformance 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
expense occasioned thereby, subject to GCC Sub-
Clauses 32.2, 38.3 and 38.4
if and to the extent that such delay or nonperformance is
caused by the occurrence of an event of Force Majeure.
Page 224 of 449

If the performance of the Contract is substantially prevented,

hindered or delayed 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 one or more events of Force
Majeure during the currency of the Contract, the Parties 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.
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.
Notwithstanding GCC Sub-Clause 37.5, Force Majeure shall not
apply to any obligation of the Employer to make payments to
the Contractor herein.
War Risks “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 explosive of war, occurring or existing in or near
the country (or countries) where the Site is located.
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
thereof;
(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 harmless 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.
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 purposes 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
Page 225 of 449

(b) replacing or making good any Contractor’s Equipment

or other property of the Contractor so destroyed or
damaged
(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, excluding the performance of that part of
the Facilities thereby destroyed or damaged or, where the
loss, destruction or damage affects 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
GCC 40.
Employer shall pay the Contractor for any increased costs or
incidentals to the execution of the Contract that are in any
way attributable to, consequent 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.
If during the performance of the Contract any War Risks shall
occur that financially or otherwise materially affect the
execution of the Contract 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
prevented 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
notice to the other.
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
Page 226 of 449

Change in the 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 during 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 constitute 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 Value Engineering: The Contractor may prepare, at its
own cost, a value engineering proposal at any time
during the performance of the contract. The value
engineering proposal shall, at a minimum, include the
following;
(a) the proposed change(s), and a description of the
difference to the existing contract requirements;
(b) a full cost/benefit analysis of the proposed
change(s) including a description and estimate of
costs (including life cycle costs) the Employer may
incur in implementing the value engineering
proposal; and
(c) a description of any effect(s) of the change on
performance/functionality.
The Employer may accept the value engineering
proposal if the proposal demonstrates benefits that:
(a) accelerates the delivery period; or
(b) reduces the Contract Price or the life cycle costs to
the Employer; or
(c) improves the quality, efficiency, safety or
sustainability of the Facilities; or
(d) yields any other benefits to the Employer,
without compromising the necessary functions of the
Facilities.
If the value engineering proposal is approved by the
Employer and results in:
(a) a reduction of the Contract Price; the amount to be
paid to the Contractor shall be the percentage
specified in the PCC of the reduction in the Contract
Price; or
Page 227 of 449

(b) an increase in the Contract Price; but results in a

reduction in life cycle costs due to any benefit
described in (a) to (d) above, the amount to be paid
to the Contractor shall be the full increase in the
Contract Price.
39.1.3Notwithstanding GCC Sub-Clauses 39.1.1 and 39.1.2, no
change made necessary because of any default of the
Contractor 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 details and forms are provided in the
Employer’s Requirements (Forms and Procedures).
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 furnish 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
(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.
Page 228 of 449

39.2.3 Upon receipt of the Employer’s instruction to proceed

under GCC Sub-Clause 39.2.2 (a), the Contractor shall,
with proper expedition, proceed with the preparation
of the Change Proposal, in accordance with GCC Sub-
Clause 39.2.1.
39.2.4 The pricing of any Change shall, as far as practicable,
be calculated 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 originally set
forth in Article 2 (Contract Price) of the Contract
Agreement by more than fifteen percent (15%), the
Contractor may give a written 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 contained. Within fourteen (14) days
after such agreement, the Employer shall, if it intends
to proceed with the Change, issue the Contractor with
a Change Order.
If the Employer is unable to reach a decision within
fourteen (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 fourteen (14) days, notify the Contractor
accordingly. Under such circumstances, the
Page 229 of 449

Contractor shall be entitled to reimbursement of all

costs reasonably incurred by it in the preparation of
the Change Proposal, provided that these do not
exceed the amount given by the Contractor in its
Estimate for Change Proposal submitted in accordance
with GCC Sub-Clause 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 Contractor to
proceed with the Change by issue of a “Pending
Agreement Change Order.”
Upon receipt of a Pending Agreement Change Order,
the Contractor 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 sixty (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
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 Manager a written “Application for Change
Proposal,” giving reasons for the proposed Change
and including the information specified in GCC Sub-
Clause 39.1.2.
Upon receipt of the Application for Change Proposal,
the Parties shall follow the procedures outlined in GCC
Sub-Clauses 39.2.6 and 39.2.7. However, the
Contractor shall not be entitled to recover the costs of
preparing the Application for Change Proposal.
Extension of The Time(s) for Completion specified in the PCC pursuant to
Time for GCC Sub-Clause 8.2 shall be extended if the Contractor is
Completion delayed or impeded in the performance of any of its
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
Page 230 of 449

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,
Appendix to the Contract Agreement titled ,or any
activity, act or omission of the Employer, or the Project
Manager, or any other contractors employed by the
Employer, or
(f) any delay on the part of a Subcontractor, 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, or
(g) delays attributable to the Employer or caused by
customs, or
(h) any other matter specifically mentioned in the Contract
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.
Except where otherwise specifically provided in the Contract,
the Contractor 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 reasonable time extension, the
Contractor shall be entitled to refer the matter to a Dispute
Board, pursuant to GCC Sub-Clause 46.1.
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
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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 Contract Price.
Suspension 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 obligations
necessary for the care or preservation of the Facilities, until
ordered in writing to resume such performance by the Project
Manager.
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 ninety (90) days, then at any time thereafter and
provided that at that time such performance is still
suspended, the Contractor may give a notice to the Project
Manager requiring that the Employer shall, within twenty-
eight (28) days of receipt of the notice, order the resumption
of such performance or request and subsequently order a
change in accordance with GCC Clause 39, excluding the
performance 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 suspension, 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.
If
(a) the Employer has failed to pay the Contractor any sum
due under the Contract within the specified period, has
failed to approve any invoice or supporting documents
without just cause pursuant to the Appendix to the
Contract Agreement titled Terms and Procedures of
Payment, 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
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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
interest, 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 fourteen (14) days after
receipt of the Contractor’s notice or
(b) the Contractor is unable to carry out any of its obligations
under 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 accordance with GCC Sub-Clause 10.2, or
failure to obtain any governmental permit necessary for
the execution and/or completion of the Facilities,
then the Contractor may by fourteen (14) days’ notice
to the Employer suspend performance of all or any of its
obligations under the Contract, or reduce the rate of
progress.
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.
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.
Termination 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 refers 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 Employer may specify in the notice of
termination for the sole purpose of protecting
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that part of the Facilities already 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,
repatriate the Contractor’s and its
Subcontractors’ personnel from the Site, remove
from the Site any wreckage, rubbish 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 termination
(ii) 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 Subcontractors; and
(iii) deliver to the Employer all non-proprietary
drawings, specifications and other
documents prepared by the Contractor or its
Subcontractors as at the date of termination
in connection with the Facilities.
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 following 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 Subcontractors’ personnel
(c) any amounts to be paid by the Contractor to its
Subcontractors in connection with the
termination of any subcontracts, including any
cancellation charges
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(d) costs incurred by the Contractor in protecting the

Facilities and leaving the Site in a clean and safe
condition pursuant to paragraph (a) of GCC Sub-
Clause 42.1.2
(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 Contract and that are not
covered by paragraphs (a) through (d) above.
Termination for Contractor’s Default
42.2.1 The Employer, without prejudice to any other rights or
remedies 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 resolution is passed
or order is made for its winding up, other than a
voluntary liquidation for the purposes of
amalgamation 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 consequence 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.
(c) If the Contractor, in the judgment of the
Employer has engaged in Fraud and Corruption,
as defined in paragrpah 2.2 a. of Appendix B to
the GCC, in competing for or in executing the
Contract.
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 pursuant to GCC Sub-Clause 41.2, the
progress of Contract performance for more than
twenty-eight (28) days after receiving a written
instruction from the Employer to proceed
(c) Persistently fails to execute the Contract in
accordance with the Contract or persistently
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neglects to carry out its obligations under the

Contract without just cause
(d) Refuses or is unable to provide sufficient
materials, services or labor 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 reasonable
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 Contractor stating the nature of the
default and requiring the Contractor to remedy the
same. If the Contractor fails to remedy or to take
steps to remedy the same within fourteen (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
Sub-Clauses 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
Employer may specify in the notice of termination
for the sole purpose of protecting that part of the
Facilities already executed, or any work required to
leave the Site in a clean and safe condition
(d) below
(c) deliver to the Employer the parts of the Facilities
executed by the Contractor up to the date of
termination
(d) to the extent legally possible, assign to 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 Subcontractors
(e) deliver to the Employer all drawings, specifications
and other documents prepared by the Contractor
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or its Subcontractors as of the date of termination

42.2.4 The Employer may enter upon the Site, expel the
Contractor, and complete the Facilities itself or by
employing any third Party. The Employer may, to the
exclusion of any right of the Contractor 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 persons 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 installation 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 returned 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 entitled 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, incurred in
protecting the Facilities and in leaving the Site in a clean
and safe condition pursuant to paragraph (a) of GCC
Sub-Clause 42.2.3. Any sums due the Employer from the
Contractor accruing prior to the date of termination
shall be deducted 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.
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If such excess is greater than the sums due the

Contractor under GCC Sub-Clause 42.2.5, the Contractor
shall pay the balance to the Employer, and if such
excess is less than the sums due the Contractor under
GCC Sub-Clause 42.2.5, the Employer 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.
Termination by the Contractor
42.3.1 If
(a) the Employer has failed to pay the Contractor any
sum due under the Contract within the specified
period, has failed to approve any invoice or
supporting documents without just cause
pursuant to the Appendix to the Contract
Agreement titled Terms and Procedures of
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 interest, fails to
approve such invoice or supporting documents or
give its reasons for withholding such approval,
fails to remedy the breach or take steps to
receipt of the Contractor’s notice, or
(b) the Contractor is unable to carry out any of its
obligations under 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 reasons for withholding such
approval, or to remedy the breach within twenty-eight
Page 238 of 449

(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 twenty-eight (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
liquidation for the purposes of amalgamation or
reconstruction), a receiver 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
may be necessary for the purpose of protecting
condition
(d) (ii)
(c) remove all Contractor’s Equipment from the Site
and repatriate the Contractor’s and its
Subcontractors’ personnel from the Site, and
Clause 42.3.4,
as of the date of termination, and, as may
be required by the Employer, in any
Contractor and its Subcontractors, and
Page 239 of 449

(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.
42.3.1 or 42.3.2, the Employer shall pay to the Contractor
all payments specified in GCC Sub-Clause 42.1.3, and
reasonable compensation for all loss, except for loss of
profit, or damage sustained by the Contractor arising
out of, in connection with or in consequence 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.
In this GCC Clause 42, the expression “Facilities executed”
shall include 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.
In this GCC Clause 42, in calculating any monies due from the
Employer to the Contractor, account shall be taken of any sum
previously paid by the Employer to the Contractor under the
Contract, including any advance payment paid pursuant to the
Appendix to the Contract Agreement titled Terms and
Procedures of Payment.
Assignment Neither the Employer nor the Contractor shall, without the
express prior written consent of the other Party, which
consent shall not be unreasonably withheld, assign to any
third Party the Contract or any part thereof, or any right,
benefit, obligation or interest therein or thereunder, except
that the Contractor shall be entitled to assign either absolutely
or by way of charge any monies due and payable to it or that
may become due and payable to it under the Contract.
Export Notwithstanding any obligation under the Contract to
Restrictions complete all export formalities, any export restrictions
attributable to the Employer, to the country of the Employer
or to the use of the Plant and Installation Services to be
supplied which arise from trade regulations from a country
supplying those Plant and Installation Services, and which
Page 240 of 449

substantially impede the Contractor from meeting its

obligations under the Contract, shall release the Contractor
from the obligation to provide deliveries or services, always
provided, however, that the Contractor can demonstrate to
the satisfaction of the Employer and of the Bank that it has
completed all formalities in a timely manner, including
applying for permits, authorizations and licenses necessary
for the export of the Plant and Installation Services under the
terms of the Contract. Termination of the Contract on this
basis shall be for the Employer’s convenience pursuant to Sub-
Clause 42.1.
I. Claims, Disputes and Arbitration
Contractor’s If the Contractor considers himself to be entitled to any
Claims extension of the Time for Completion and/or any additional
payment, under any Clause of these Conditions or otherwise in
connection with the Contract, the Contractor shall submit a
notice to the Project Manager, describing 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
required by the Contract, and supporting particulars for the
claim, all as relevant to such event or circumstance.
The Contractor shall keep such contemporary records as may
be necessary to substantiate any claim, either on the Site or at
another location acceptable to the Project Manager. Without
admitting the Employer’s liability, the Project Manager may,
after receiving any notice under this Sub-Clause, monitor the
record-keeping and/or instruct the Contractor to keep further
contemporary records. The Contractor shall permit the
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
Page 241 of 449

claim which includes full supporting particulars of the basis of

the claim and of the extension of time and/or additional
payment claimed. If the event or circumstance giving rise to
the claim has a continuing effect:
(a) this fully detailed claim shall be considered as interim;
(b) the Contractor shall send further interim claims at
monthly intervals, giving the accumulated delay and/or
amount claimed, and such further particulars as the
Project Manager may reasonably 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 supporting a previous claim, or within such other
period as may be proposed 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
particulars, 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 provision of the Contract. Unless and until the
particulars supplied are sufficient to substantiate the whole of
the claim, the Contractor shall only be entitled to payment for
such part of the claim as 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 Contract.
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 second
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 46 hereof.
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Disputes and Appointment of the Dispute Board

Arbitration Disputes shall be referred to a DB for decision in accordance
with GCC Sub-Clause 46.3. The Parties shall appoint a DB by
the date stated in the PCC.
The DB shall comprise, as stated in the PCC, either one or
three suitably qualified persons (“the members”), each of
whom shall meet the criteria set forth in Sub-Clause 3 of
Appendix A- General Conditions of Dispute Board Agreement.
If the number is not so stated and the Parties do not agree
otherwise, the DB shall comprise three persons, one of whom
shall serve as chairman.
If the Contract is with a foreign Contractor, the DB members
shall not have the same nationality as the Employer or the
Contractor.
If the Parties have not jointly appointed the DB 21 days before
the date stated in the PCC and the DB is to comprise 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 PCC,
the members shall be selected from those on the list, other
than anyone who is unable or unwilling to accept
appointment to the DB.
The agreement between the Parties and either the sole
member or each of the three members shall incorporate by
reference the General Conditions of Dispute Board Agreement
contained in the Appendix to these General Conditions, with
such amendments as are agreed between them.
The DB shall be deemed to be constituted on the date the
Parties and the sole member or the three members (as the
case may be) of the DB have all signed a DB agreement.
The terms of the remuneration of either the sole member or
each of the three members, including the remuneration of any
expert whom the DB 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.
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The appointment of any member may be terminated by

mutual agreement of both Parties, but not by the Employer or
the Contractor acting alone. Unless otherwise agreed by both
Parties, the appointment of the DB (including each member)
shall expire when the Operational Acceptance Certificate has
been issued in accordance with GCC Sub-Clause 25.3.
Failure to Agree on the Composition of the Dispute Board
If any of the following conditions apply, namely:
(a) the Parties fail to agree upon the appointment of the sole
member of the DB by the date stated in the first
paragraph of GCC Sub-Clause 46.1,
(b) either Party fails to nominate a member (for approval by
the other Party) of a DB 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 DB 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 appointment,
then the appointing entity or official named in the PCC shall,
upon the request of either or both of the Parties and after due
consultation with both Parties, appoint this member of the
DB. This appointment shall be final and conclusive. Each Party
shall be responsible for paying one-half of the remuneration
of the appointing entity or official.
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 dispute as to any certificate, determination,
instruction, opinion or valuation of the Project Manager,
either Party may refer the dispute in writing to the DB 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 DB of three persons, the DB shall be deemed to have
received such reference on the date when it is received by the
chairman of the DB.
Both Parties shall promptly make available to the DB all such
additional information, further access to the Site, and
appropriate facilities, as the DB may require for the purposes
of making a decision on such dispute. The DB shall be deemed
to be not acting as arbitrator(s).
Page 244 of 449
Within 84 days after receiving such reference, or within such

other period as may be proposed by the DB and approved by
both Parties, the DB 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 effect to it unless and until it shall be revised in
an amicable settlement or an arbitral award as described
below. Unless the Contract has already been abandoned,
repudiated or terminated, the Contractor shall continue with
the performance of the Facilities in accordance with the
Contract.
If either Party is dissatisfied with the DB’s decision, then
either Party may, within 28 days after receiving the decision,
give notice to the other Party of its dissatisfaction and
intention to commence arbitration. If the DB fails to give its
decision within the period of 84 days (or as otherwise
approved) after receiving such reference, then either Party
may, within 28 days after this period has expired, 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 46.6 and 46.7, neither Party shall be
entitled to commence arbitration of a dispute unless a notice
of dissatisfaction has been given in accordance with this Sub-
Clause.
If the DB 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 DB’s
decision, then the decision shall become final and binding
upon both Parties.
Amicable Settlement
Where notice of dissatisfaction has been given under GCC
Sub-Clause 46.3 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.
Arbitration
Unless indicated otherwise in the PCC, any dispute not
settled amicably and in respect of which the DB’s decision (if
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any) has not become final and binding shall be finally settled
by arbitration. Unless otherwise agreed by both Parties,
arbitration shall be conducted as follows:
(a) For contracts with foreign contractors:
Unless otherwise specified in the PCC; the dispute shall
be finally settled under the Rules of Arbitration of the
International Chamber of Commerce; by one or three
arbitrators appointed in accordance with these Rules.
The place of arbitration shall be the neutral location
stated in the PCC; and the arbitration shall be conducted
in the ruling language stated in the PCC;
and
(b) For contracts with domestic contractors, arbitration
with proceedings conducted in accordance with the
laws of the Employer’s Country.
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 DB,
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
arbitrator(s) to the evidence or arguments previously put
before the DB to obtain its decision, or to the reasons for
dissatisfaction given in its notice of dissatisfaction. Any
decision of the DB shall be admissible in evidence in the
arbitration.
Arbitration may be commenced prior to or after completion
of the Facilities. The obligations of the Parties, the Project
Manager and the DB shall not be altered by reason of any
arbitration being conducted during the progress of the
execution of the Facilities.
Failure to Comply with Dispute Board’s Decision
In the event that a Party fails to comply with a DB decision
which has become final and binding, then the other Party
may, without prejudice to any other rights it may have, refer
the failure itself to arbitration under GCC Sub-Clause 46.5. GCC
Sub-Clauses 46.3 and 46.4 shall not apply to this reference.
Expiry of Dispute Board’s Appointment
If a dispute arises between the Parties in connection with the
performance of the Contract, and there is no DB in place,
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whether by reason of the expiry of the DB’s appointment or

otherwise:
(a) GCC Sub-Clauses 46.3 and 46.4 shall not apply, and
(b) the dispute may be referred directly to arbitration under
GCC Sub-Clause 46.5
Page 247 of 449

APPENDIX A
General Conditions of Dispute Board Agreement
1. Definitions
Each “Dispute Board Agreement” is a tripartite agreement by and between:
The “Employer”;
The “Contractor”; and
The “Member” who is defined in the Dispute Board Agreement as being:
(i) The sole member of the “DB” 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 “DB” (or “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 following 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
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The Member warrants and agrees that he/she is and shall be impartial and independent
of the Employer, 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.
a) When appointing the Member, the Employer and the Contractor relied upon the
Member’s representations that he/she is: has at least a bachelor’s degree in
relevant disciplines such as law, engineering, construction management or
contract management;
b) has at least ten years of experience in contract administration/management and
dispute resolution, out of which at least five years of experience as an arbitrator or
adjudicator in construction-related disputes;
c) has received formal training as an adjudicator from an internationally recognized
organization;
d) has experience and/or is knowledgeable in the type of work which the Contractor
is to carry out under the Contract;
e) has experience in the interpretation of construction and/or engineering contract
documents; and
f) Is fluent in the language for communications defined in GCC Sub-Clause 5.3 (or the
language as agreed between the Parties and the DB).
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 Agreement;
(b) Not previously have been employed as a consultant or otherwise by the

Employer, the Contractor 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), before 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 Employer, 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
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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 Sub-Clause 46.3;
(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 Contractor 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 DB’s activities and hearings as
private and confidential, and not publish or disclose them without the prior
written consent of the Employer, the Contractor and the Other Members (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’s Personnel
shall not request advice from or consultation with the Member regarding the Contract,
otherwise than in the normal course of the DB’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
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(c) Be liable for any claims for anything done or omitted in the discharge or
purported discharge of the Member’s functions, unless the act or omission is
shown to have been in bad faith.
The Employer and the Contractor hereby jointly and severally indemnify and hold the
Member harmless against and from claims from which he is relieved from liability under
the preceding paragraph.
Whenever the Employer or the Contractor refers a dispute to the DB under GCC Sub-
Clause 46.3, 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 Member.
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 relevant 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 Facilities.
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 Facilities, 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 resigns or the Dispute Board Agreement is otherwise
terminated.
(b) A daily fee which shall be considered as payment in full for:
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(i) each day or part of a day up to a maximum of two 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 Member’s duties, as well as the cost of
telephone calls, courier charges, faxes and telexes: a receipt shall be required
for each item in excess of five percent of the daily fee referred 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 PCC shall determine the amount of the fees to be used.
The Member shall submit invoices for payment of the monthly retainer and air fares
quarterly in advance. Invoices for other expenses and for daily fees shall be submitted
following the conclusion of a site visit or hearing. All invoices shall be accompanied by a
brief description of activities 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 receiving 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 other amount which may be required to maintain the operation of the
DB; and without prejudice to the Employer’s rights or remedies. In addition to all other
rights arising from this default, the Employer shall be entitled to reimbursement of all
sums paid in excess of one-half of these payments, plus all costs of recovering these
sums and financing charges calculated at the rate specified in accordance with GCC Sub-
Clause 12.3.
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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 notice shall take effect when received by them both.
Any such notice, resignation and termination shall be final and binding on the Employer,
the Contractor 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 DB 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.
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Appendix A
DISPUTE BOARD GUIDELINES
1. Unless otherwise agreed by the Employer and the Contractor, the DB 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 DB, 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 DB, the
Employer and the Contractor, or in the absence of agreement, shall be decided by the DB.
The purpose of site visits is to enable the DB to become and remain acquainted with the
progress of the execution of the Contract 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 co-operation 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 DB 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 DB one copy of all documents
which the DB may request, including Contract documents, progress reports, variation
instructions, certificates and other documents pertinent to the performance of the
Contract. All communications between the DB and the Employer or the Contractor shall
be copied to the other Party. If the DB 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 DB in accordance with GCC Sub-Clause 46.3, the DB
shall proceed in accordance with GCC Sub-Clause 46.3 and these Guidelines. Subject to the
time allowed to give notice of a decision and other relevant factors, the DB 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 DB 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.
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7. Except as otherwise agreed in writing by the Employer and the Contractor, the DB
shall have power to adopt an inquisitorial procedure, to refuse admission to hearings or
audience at hearings to any persons other than representatives of the Employer, the
Contractor and the Project Manager, and to proceed in the absence of any Party who the
DB 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 DB, among other things, to:
(a) Establish the procedure to be applied in deciding a dispute,
(b) Decide upon the DB’s own jurisdiction, and as to the scope of any dispute
referred 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 DB so consider necessary and the Parties agree, a
suitable expert/s (including legal and technical expert(s)) at the cost of the
Parties to give advice on a specific matter/s relevant to the dispute.
9. The DB shall not express any opinions during any hearing concerning the merits of
any arguments advanced by the Parties. Thereafter, the DB shall make and give its decision
in accordance with GCC Sub-Clause 46.3, or as otherwise agreed by the Employer and the
Contractor in writing. If the DB comprises three persons:
(a) It shall convene in private after a hearing, in order to have discussions and
prepare its decision;
(b) It shall endeavor to reach a unanimous decision: if this proves impossible

the applicable decision shall be made by a majority of the Members, who
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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 other 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.
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APPENDIX B
Fraud and Corruption
(Text in this Appendix shall not be modified)
1. Purpose
2. Requirements
i. “corrupt practice” is the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence improperly the actions of
another party;
ii. “fraudulent practice” is any act or omission, including misrepresentation,
that knowingly or recklessly misleads, or attempts to mislead, a party to
obtain financial or other benefit or to avoid an obligation;
designed to achieve an improper purpose, including to influence improperly
the actions of another party;
iv. “coercive practice” is impairing or harming, or threatening to impair or
harm, directly or indirectly, any party or the property of the party to
influence improperly the actions of a party;
(a) Deliberately destroying, falsifying, altering, or concealing of evidence
material to the investigation or making false statements to
investigators in order to materially impede a Bank investigation into
allegations of a corrupt, fraudulent, coercive, or collusive practice;
and/or threatening, harassing, or intimidating any party to prevent it
from disclosing its knowledge of matters relevant to the
investigation or from pursuing the investigation; or
inspection and audit rights provided for under paragraph 2.2 e.
below.
recommended for award, any of its personnel, or its agents, or its sub-
consultants, sub-contractors, service providers, suppliers and/ or their
employees, has, directly or indirectly, engaged in corrupt, fraudulent, collusive,
coercive, or obstructive practices in competing for the contract in question;
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and/or execution of the contract in question, without the Borrower having taken
timely and appropriate action satisfactory to the Bank to address such practices
when they occur, including by failing to inform the Bank in a timely manner at
the time they knew of the practices;
project;
permit the Bank to inspect3 all accounts, records and other documents relating
to the procurement process, selection and/or contract execution, and to have
them audited by auditors appointed by the Bank.
1
contract.
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APPENDIX C
Metrics for Progress Reports- Environmental and Social
(ES)
[Note to Employer: the following metrics is taken from large Work’s Standard
Procurement Documents (SPDs). This should be suitably amended to reflect the
specifics of the Contract. The Employer shall ensure that the metrics provided are
appropriate for Plant and impacts/key issues identified in the environmental and
social assessment].
Metrics for regular reporting:
a. environmental incidents or non-compliances with contract requirements,

including contamination, pollution or damage to ground or water supplies;
b. health and safety incidents, accidents, injuries that require treatment and all
fatalities;
c. interactions with regulators: identify agency, dates, subjects, outcomes (report
the negative if none);
d. status of all permits and agreements:
(i) work permits: number required, number received, actions taken for those
not received;
(ii) status of permits and consents:
• list areas/facilities with permits required (quarries, asphalt & batch
plants), dates of application, dates issued (actions to follow up if not
issued), dates submitted to resident engineer (or equivalent), status of
area (waiting for permits, working, abandoned without reclamation,
decommissioning plan being implemented, etc.);
• list areas with landowner agreements required (borrow and spoil
areas, camp sites), dates of agreements, dates submitted to resident
engineer (or equivalent);
• identify major activities undertaken in each area in the reporting period
and highlights of environmental and social protection (land clearing,
boundary marking, topsoil salvage, traffic management,
decommissioning planning, decommissioning implementation);
• for quarries: status of relocation and compensation (completed, or
details of activities and current status in the reporting period).
e. health and safety supervision:
(i) safety officer: number days worked, number of full inspections & partial
inspections, reports to construction/project management;
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(ii) number of workers, work hours, metric of PPE use (percentage of workers
with full personal protection equipment (PPE), partial, etc.), worker
violations observed (by type of violation, PPE or otherwise), warnings
given, repeat warnings given, follow-up actions taken (if any);
f. worker accommodations:
(i) number of expats housed in accommodations, number of locals;
(ii) date of last inspection, and highlights of inspection including status of
accommodations’ compliance with national and local law and good
practice, including sanitation, space, etc.;
(iii) actions taken to recommend/require improved conditions, or to improve
conditions.
g. Health services: provider of health services, information and/or training, location
of clinic, number of non-safety disease or illness treatments and diagnoses (no
names to be provided);
h. gender (for expats and locals separately): number of female workers, percentage
of workforce, gender issues raised and dealt with (cross-reference grievances or
other sections as needed);
i. training:
(i) number of new workers, number receiving induction training, dates of
induction training;
(ii) number and dates of toolbox talks, number of workers receiving
Occupational Health and Safety (OHS), environmental and social training;
(iii) number and dates of communicable diseases (including STDs) sensitization
and/or training, no. workers receiving training (in the reporting period and
in the past); same questions for gender sensitization, flag person training.
(iv) number and date of SEA prevention and SH sensitization and/or training
events, including number of workers receiving training on Code of Conduct
for Contractor’s and Subcontractor’s Personnel (in the reporting period
and in the past), etc.
j. environmental and social supervision:
(i) environmentalist: days worked, areas inspected and numbers of
inspections of each (road section, work camp, accommodations, quarries,
borrow areas, spoil areas, swamps, forest crossings, etc.), highlights of
activities/findings (including violations of environmental and/or social best
practices, actions taken), reports to environmental and/or social
specialist/construction/site management;
(ii) sociologist: days worked, number of partial and full site inspections (by
area: road section, work camp, accommodations, quarries, borrow areas,
spoil areas, clinic, HIV/AIDS center, community centers, etc.), highlights of
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activities (including violations of environmental and/or social requirements

observed, actions taken), reports to environmental and/or social
specialist/construction/site management; and
(iii) community liaison person(s): days worked (hours community center
open), number of people met, highlights of activities (issues raised, etc.),
reports to environmental and/or social specialist /construction/site
management.
k. Grievances: list new grievances (e.g. number of allegations of SEA and SH) received
in the reporting period and number of unresolved past grievances by date received,
complainant’s age and sex, how received, to whom referred to for action,
resolution and date (if completed), data resolution reported to complainant, any
required follow-up (Cross-reference other sections as needed):
(i) Worker grievances;
(ii) Community grievances
l. Traffic, road safety and vehicles/equipment:
(i) traffic and road safety incidents and accidents involving project vehicles &
equipment: provide date, location, damage, cause, follow-up;
(ii) traffic and road safety incidents and accidents involving non-project
vehicles or property (also reported under immediate metrics): provide
date, location, damage, cause, follow-up;
(iii) overall condition of vehicles/equipment (subjective judgment by
environmentalist); non-routine repairs and maintenance needed to
improve safety and/or environmental performance (to control smoke,
etc.).
m. Environmental mitigations and issues (what has been done):
(i) dust: number of working bowsers, number of waterings/day, number of
complaints, warnings given by environmentalist, actions taken to resolve;
highlights of quarry dust control (covers, sprays, operational status); % of
rock/ spoil lorries with covers, actions taken for uncovered vehicles;
(ii) erosion control: controls implemented by location, status of water
crossings, environmentalist inspections and results, actions taken to
resolve issues, emergency repairs needed to control
erosion/sedimentation;
(iii) quarries, borrow areas, spoil areas, asphalt plants, batch plants: identify
major activities undertaken in the reporting period at each, and highlights
of environmental and social protection: land clearing, boundary marking,
topsoil salvage, traffic management, decommissioning planning,
decommissioning implementation;
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(iv) blasting: number of blasts (and locations), status of implementation of

blasting plan (including notices, evacuations, etc.), incidents of off-site
damage or complaints (cross-reference other sections as needed);
(v) spill clean-ups, if any: material spilled, location, amount, actions taken,
material disposal (report all spills that result in water or soil contamination;
(vi) waste management: types and quantities generated and managed,
including amount taken offsite (and by whom) or
reused/recycled/disposed on-site;
(vii) details of tree plantings and other mitigations required undertaken in the
reporting period;
(viii) details of water and swamp protection mitigations required undertaken in
the reporting period.
n. compliance:
(i) compliance status for conditions of all relevant consents/permits, for the
Work, including quarries, etc.): statement of compliance or listing of issues
and actions taken (or to be taken) to reach compliance;
(ii) compliance status of C-ESMP/ESIP requirements: statement of compliance
or listing of issues and actions taken (or to be taken) to reach compliance
(iii) compliance status of SEA and SH prevention and response action plan:
statement of compliance or listing of issues and actions taken (or to be
taken) to reach compliance
(iv) compliance status of Health and Safety Management Plan re: statement of
compliance or listing of issues and actions taken (or to be taken) to reach
compliance
(v) other unresolved issues from previous reporting periods related to
environmental and social: continued violations, continued failure of
equipment, continued lack of vehicle covers, spills not dealt with,
continued compensation or blasting issues, etc. Cross-reference other
sections as needed.
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Sec%on IX – Par%cular Condi%ons of Contract 263
APPENDIX D
Sexual Exploita?on and Abuse (SEA) and/or Sexual
Harassment (SH) Performance Declara?on for
Subcontractors
[The following table shall be filled in by each subcontractor proposed by the Contractor, that was not
named in the Contract]
Subcontractor’s Name: [insert full name]
Contract reference [insert contract reference]
We:
obligations.
¨ (b) are subject to disqualification by the Bank for non-compliance with SEA/ SH obligations.
¨ (c) had been subject to disqualificaFon by the Bank for non-compliance with SEA/ SH
obligaFons. An arbitral award on the disqualificaFon case has been made in our favor.
Name of the Subcontractor
Name of the person duly authorized to sign on behalf of the Subcontractor _______
Title of the person signing on behalf of the Subcontractor ______________________
Countersignature of authorized representaFve of the Contractor:

Signature: ________________________________________________________
Page 5 of
449
Section IX - Particular Conditions of Contract
The following Particular Conditions of Contract shall supplement the General

Conditions of Contract in Section VIII. Whenever there is a conflict, the provisions
herein shall prevail over those in the General Conditions of Contract.
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Particular Conditions of Contract (PCC) – Supply and Installation Phase

The following Particular Conditions (PCC) shall supplement the General Conditions (GCC).
Whenever there is a conflict, the provisions herein shall prevail over those in the GCC.
The clause number of the PCC is the corresponding clause number of the GCC.
PCC 1. Definitions The Employer is: Rural Electrification and Renewable Energy Corporation (REREC)
The Project Manager is: Project Managers for REREC shall be nominated before
Finalization of the Contract
The Bank is: World Bank
Country of Origin: All countries and territories as indicated in Section V of the bidding
document, Eligible Countries.
PCC 5. Law and PCC 5.1 The Contract shall be interpreted in accordance with the laws
Language of: Kenya
PCC 5.2 The ruling language is: English
PCC 5.3 The language for communications is: English
PCC 7. Scope of PCC 7.3 The Contractor agrees to supply spare parts for a period of
Facilities [Spare years: O&M Period of 7 Years Operations and Maintenance (O&M)
Parts] (GCC Services.
Clause 7) Sample Addition to PCC 7.3
The Contractor shall carry sufficient inventories to ensure an ex-stock
supply of consumable spares for the Plant. Other spare parts and
components shall be supplied as promptly as possible, but at the most
within six (6) months of placing the order and opening the letter of
credit. In addition, in the event of termination of the production of spare
parts, advance notification will be made to the Employer of the pending
termination, with sufficient time to permit the Employer to procure the
needed requirement. Following such termination, the Contractor will
furnish to the extent possible and at no cost to the Employer the
blueprints, drawings and specifications of the spare parts, if requested.
PCC 8. Time for PCC 8.1 The Contractor shall commence work on the Facilities within
Commencement one month from the Effective Date for determining Time for
and Completion Completion as specified in the Contract Agreement.
PCC 8.2 The Time for Completion of the whole of the Facilities shall be
twelve (12) months from the Effective Date as described in the
Contract Agreement.
PCC 9. PCC 9.1 Connections to be made to Consumers immediately after
Contractor’s commissioning
Responsibilities of SPGP and PDN.
The Contractor shall commission SPGP and PDN and connect 100%
of customers within the twenty-four months, otherwise applicable
Liquidated Damages apply.
PCC 9.8 The following sustainable procurement contractual

provisions
Page 265 of 449

apply: Not Applicable

PCC 11. Contract PCC 11.2
Price Phase 1: Supply & Installation
The prices/costs quoted by the Bidder shall be fixed and not be subject
to adjustment during the performance of the Contract.
Phase 2: Operations & Maintenance

PCC 11.2 The Contract Price shall be adjusted in accordance with the
provisions of the Appendix to the Contract Agreement titled Adjustment
Clause.
PCC 13. Securities PCC 13.3.1 The amount of Performance Security, as a percentage of the
Contract Price for the Plant Facility shall be:
(a) Ten (10%) of the contract value of design, supply, installation
and commissioning of Solar Photovoltaic Generation Plants
with Associated Power Distribution Network and will remain
valid for 12 months beyond the Operational Acceptance of the
Plant Facilities.
Contract Performance Security submitted shall be released to

the Contractor without any interest within Sixty (60) days after
the expiry date.
(b) Ten (10%) of the O&M contract value renewable for seven
(7) years (The Supply & Installation and the O&M periods).
The contractor shall ensure that the Performance Securities
are valid at all times during the lifetime of the Contract.
Contract Performance Security submitted for the O&M stage

shall be released to the Contractor without any interest within
Sixty (60) days after the successful completion of the complete
O&M period (7 Years Operations and Maintenance (O&M)
Services ) subject to the approval and acceptance of the O&M
period deliverables by the Engineer in charge/Technical Team.
O&M Period will start from the Operational acceptance of the

Plant Facilities (SPGP and PDN)
The Bidder will be responsible for the operation and

maintainance of the Plant after Commissioning till the
Operational acceptance of Plant Facilities, without any
additional cost to the Employer.
Page 266 of 449

PCC 13.3.2 The Performance Security shall be in the form of an

Unconditional Bank Guarantee, using the form provided in
Section X, Contract Forms.
PCC 22 PCC22.2.5 Working Hours
Installation Normal working hours are: 8 AM to 5 PM
PCC 22.2.8 Funeral Arrangements: will be arranged by contractors
PCC 25. PCC 25.2.2 The Guarantee Test of the Facilities shall be successfully
Commissioning completed within one month from the date of Completion.
and Operational
Acceptance
PCC 26. PCC 26.2 Applicable rate for liquidated damages: 0.5% per week of delay
Completion Time The above rate applies to the price of the part of the Facilities, as quoted
Guarantee in the Price Schedule, for that part for which the Contractor fails to
achieve Completion within the particular Time for Completion.
Maximum deduction for liquidated damages: 10% of final Contract Price
PCC 26.3 Applicable (amount or rate) for the bonus for early
Completion: Not Applicable
Maximum bonus: Not Applicable
PCC 26.3 No bonus will be given for earlier Completion of the Facilities
or part thereof.
PCC 27. Defect PCC 27.1 The Contractor is fully responsible for any defect during the
Liability period of the contract that includes the O&M period (7 Years
period for Operations and Maintenance (O&M) Services )
PCC 30. PCC 30.1 (b) The multiplier of the Contract Price is: 110%
Limitation of
Liability
PCC 39. Value PCC 39.1.2 If the value engineering proposal is approved by the Employer
Engineering the amount to be paid to the Contractor shall be ___% (insert appropriate
percentage. The percentage is normally up to 50%) of the reduction in the
Contract Price
Not Applicable
PCC46. Disputes PCC 46.1 The DB shall be appointed within 60 days on need basis
and Arbitration The DB shall comprise: one member
PCC 46.1 List of potential DB members: None
PCC 46.2 Appointment (if not agreed) to be made by:
President of FIDIC or Kenya Chartered Institute of Arbitrators
PCC 46.5 Procedure to settle disputes in respect of DB’s decisions:
Rules of arbitration
GCC Sub-Clause 46.5(a) “shall” apply.
Page 267 of 449

GCC Sub-Clause 46.5 (b): “shall” apply.
Place of arbitration: To be agreed between the Contractor and Employer
Page 268 of 449

Sec%on X – Contract Forms 269
Section X - Contract Forms
Table of Forms
Appendix 3. Insurance Requirements ............................................................................ 287

Appendix 4. Time Schedule ............................................................................................ 290
Appendix 5. List of Major Items of Plant and Installation Services and List of Approved
Subcontractors ................................................................................................................ 291
Appendix 6. Scope of Works and Supply by the Employer ........................................... 292
Appendix 7. List of Documents for Approval or Review ............................................... 293
Appendix 8. Functional Guarantees ............................................................................... 294
Operations & Maintenance Contract ................................................................................. 296
Contract Agreement Operations and Maintenance....................................................... 297
Appendices and Attachments ......................................................................................... 302
Particular Conditions of Contract (PCC) – Operations & Maintenance Phase .............. 303
General Conditions of Contract – Operations & Maintenance Phase ........................... 308
Page 5 of
449
Notification of Intention to Award

[This Notification of Intention to Award shall be sent to each Bidder that submitted a
Bid.]
[Send this Notification to the Bidder’s Authorized Representative named in the Bidder
Information Form]
For the attention of Bidder’s Authorized Representative
Name: [insert Authorized Representative’s name]
Address: [insert Authorized Representative’s Address]
Telephone/Fax numbers: [insert Authorized Representative’s telephone/fax numbers]
Email Address: [insert Authorized Representative’s email address]
[IMPORTANT: insert the date that this Notification is transmitted to Bidders. The
Notification must be sent to all Bidders simultaneously. This means on the same date and
as close to the same time as possible.]
DATE OF TRANSMISSION: This Notification is sent by: [email/fax] on [date] (local time)
Notification of Intention to Award

Employer: [insert the name of the Employer]
Project: [insert name of project]
Contract title: [insert the name of the contract]
Country: [insert country where RFB is issued]
Loan No. /Credit No. / Grant No.: [insert reference number for loan/credit/grant]
RFB No: [insert RFB reference number from Procurement Plan]
This Notification of Intention to Award (Notification) notifies you of our decision to

award the above contract. The transmission of this Notification begins the Standstill
Period. During the Standstill Period, you may:
a) request a debriefing in relation to the evaluation of your Bid, and/or
b) submit a Procurement-related Complaint in relation to the decision to award

the contract.
1. The successful Bidder

Name: [insert name of successful Bidder]
Address: [insert address of the successful Bidder]
Contract price: [insert contract price of the successful Bid]
2. Other Bidders [INSTRUCTIONS: insert names of all Bidders that submitted a Bid. If
the Bid’s price was evaluated include the evaluated price as well as the Bid price as
read out.]
Page 270 of 449

Name of Bidder Bid price Evaluated Bid Cost

[insert name] [insert Bid price] [insert evaluated cost]
3. Reason/s why your Bid was unsuccessful

[INSTRUCTIONS: State the reason/s why this Bidder’s Bid was unsuccessful. Do NOT
include: (a) a point by point comparison with another Bidder’s Bid or (b) information
that is marked confidential by the Bidder in its Bid.]
4. How to request a debriefing

DEADLINE: The deadline to request a debriefing expires at midnight on [insert
date] (local time).
You may request a debriefing in relation to the results of the evaluation of your Bid.
If you decide to request a debriefing, your written request must be made within
three (3) Business Days of receipt of this Notification of Intention to Award.
Provide the contract name, reference number, name of the Bidder, contact details;
and address the request for debriefing as follows:
Attention: [insert full name of person, if applicable]
Title/position: [insert title/position]
Agency: [insert name of Employer]
Email address: [insert email address]
Fax number: [insert fax number] delete if not used
If your request for a debriefing is received within the 3 Business Days deadline, we
will provide the debriefing within five (5) Business Days of receipt of your request.
If we are unable to provide the debriefing within this period, the Standstill Period
shall be extended by five (5) Business Days after the date that the debriefing is
provided. If this happens, we will notify you and confirm the date that the
extended Standstill Period will end.
The debriefing may be in writing, by phone, video conference call or in person. We
shall promptly advise you in writing how the debriefing will take place and confirm
the date and time.
If the deadline to request a debriefing has expired, you may still request a
debriefing. In this case, we will provide the debriefing as soon as practicable, and
normally no later than fifteen (15) Business Days from the date of publication of the
Contract Award Notice.
5. How to make a complaint

Period: Procurement-related Complaint challenging the decision to award shall be
submitted by midnight, [insert date] (local time).
Provide the contract name, reference number, name of the Bidder, contact details;
and address the Procurement-related Complaint as follows:
Attention: [insert full name of person, if applicable]
Page 271 of 449
Title/position: [insert title/position]
Agency: [insert name of Employer]
Email address: [insert email address]
Fax number: [insert fax number] delete if not used
At this point in the procurement process, you may submit a Procurement-related
Complaint challenging the decision to award the contract. You do not need to have
requested, or received, a debriefing before making this complaint. Your complaint
must be submitted within the Standstill Period and received by us before the
Standstill Period ends.
Further information:
For more information see the Procurement Regulations for IPF Borrowers
(Procurement
Regulations)[https://policies.worldbank.org/sites/ppf3/PPFDocuments/Forms/DispP
age.aspx?docid=4005] (Annex III). You should read these provisions before
preparing and submitting your complaint. In addition, the World Bank’s Guidance
“How to make a Procurement-related Complaint”
[http://www.worldbank.org/en/projects-operations/products-and-
services/brief/procurement-new-framework#framework] provides a useful
explanation of the process, as well as a sample letter of complaint.
In summary, there are four essential requirements:
1. You must be an ‘interested party’. In this case, that means a Bidder who
submitted a Bid in this bidding process, and is the recipient of a Notification
of Intention to Award.
2. The complaint can only challenge the decision to award the contract.
3. You must submit the complaint within the period stated above.
4. You must include, in your complaint, all of the information required by the
Procurement Regulations (as described in Annex III).
6. Standstill Period
DEADLINE: The Standstill Period is due to end at midnight on [insert date] (local
time).
The Standstill Period lasts ten (10) Business Days after the date of transmission of
this Notification of Intention to Award.
The Standstill Period may be extended as stated in Section 4 above.
If you have any questions regarding this Notification, please do not hesitate to
contact us.
On behalf of the Employer:
Signature: ______________________________________________
Name: ______________________________________________
Title/position: ______________________________________________
Page 272 of 449

Telephone: ______________________________________________
Email: ______________________________________________
Page 273 of 449

Beneficial Ownership Disclosure Form
INSTRUCTIONS TO BIDDERS: DELETE THIS BOX ONCE YOU HAVE COMPLETED THE FORM
This Beneficial Ownership Disclosure Form (“Form”) is to be completed by the successful
Bidder. In case of joint venture, the Bidder must submit a separate Form for each
member. The beneficial ownership informaWon to be submiXed in this Form shall be
current as of the date of its submission.
For the purposes of this Form, a Beneficial Owner of a Bidder is any natural person who
ulWmately owns or controls the Bidder by meeWng one or more of the following
condiWons:
• directly or indirectly holding 25% or more of the shares
• directly or indirectly holding 25% or more of the voWng rights
• directly or indirectly having the right to appoint a majority of the board of
directors or equivalent governing body of the Bidder
RFB No.: [insert number of RFB process]

Request for Bid No.: [insert identification]
To: [insert complete name of Employer]
In response to your request in the Letter of Acceptance dated [insert date of letter of
Acceptance] to furnish additional information on beneficial ownership: [select one option
as applicable and delete the options that are not applicable]
(i) We hereby provide the following beneficial ownership information.
Details of beneficial ownership
Identity of Directly or Directly or indirectly Directly or indirectly
Beneficial Owner indirectly holding holding 25 % or more having the right to
25% or more of the of the Voting Rights appoint a majority of
shares (Yes / No) the board of the
(Yes / No) directors or an
equivalent governing
body of the Bidder
(Yes / No)
[include full name
(last, middle, first),
nationality, country
of residence]
OR
(ii) We declare that there is no Beneficial Owner meeting one or more of the following
conditions:
• directly or indirectly holding 25% or more of the voting rights
Page 274 of 449

directors or equivalent governing body of the Bidder
OR
(iii) We declare that we are unable to identify any Beneficial Owner meeting one or more of
the following conditions. [If this option is selected, the Bidder shall provide explanation on
why it is unable to identify any Beneficial Owner]
• directly or indirectly holding 25% or more of the voting rights
directors or equivalent governing body of the Bidder]”
Name of the Bidder: *[insert complete name of the Bidder]_________
Name of the person duly authorized to sign the Bid on behalf of the Bidder: **[insert
complete name of person duly authorized to sign the Bid]___________
Title of the person signing the Bid: [insert complete title of the person signing the
Bid]______
Signature of the person named above: [insert signature of person whose name and
capacity are shown above]_____
Date signed [insert date of signing] day of [insert month], [insert year]_____
*
In the case of the Bid submitted by a Joint Venture specify the name of the Joint Venture as Bidder. In the
event that the Bidder is a joint venture, each reference to “Bidder” in the Beneficial Ownership Disclosure
Form (including this Introduction thereto) shall be read to refer to the joint venture member.
**
Person signing the Bid shall have the power of attorney given by the Bidder. The power of attorney shall
be attached with the Bid Schedules.
Page 275 of 449

Letter of Acceptance
______________________
To: ____________________________
This is to notify you that your Bid dated ____________ for execution of the _________________
for the Contract Price in the aggregate of _____________________ ________________, as
corrected and modified in accordance with the Instructions to Bidders is hereby
accepted by our Agency.
You are requested to furnish (i) the Performance Security within 28 days in accordance
with the Conditions of Contract, using for that purpose one of the Performance Security
Forms and (ii) the additional information on beneficial ownership in accordance with BDS
ITB 46.1, within eight (8) Business days using the Beneficial Ownership Disclosure Form,
included in Section X, - Contract Forms, of the bidding document.
Authorized Signature:
Name and Title of Signatory:
Name of Agency:
Attachment: Contract Agreement
Page 276 of 449

Contract Agreement Design, Installation and

Commissioning
THIS AGREEMENT is made the ________ day of ________________________, _____,
BETWEEN
(1) ______________________, a corporation incorporated under the laws of ___________ and

having its principal place of business at ___________________ (hereinafter called “the
Employer”), and (2) ______________________, a corporation incorporated under the laws of
________________________ and having its principal place of business at
________________________ (hereinafter called “the Contractor”).
WHEREAS the Employer desires to engage the Contractor to design, manufacture, test,
deliver, install, complete and commission certain Facilities, viz. _________________ (“the
Facilities”), and the Contractor has agreed to such engagement upon and subject to the
terms and conditions hereinafter appearing.
NOW IT IS HEREBY AGREED as follows:
Article 1. Contract 1.1 Contract Documents (Reference GCC Clause 2)

Documents The following documents shall constitute the Contract
between the Employer and the Contractor, and each shall be
read and construed as an integral part of the Contract:
(a) This Contract Agreement and the Appendices hereto
(b) Letter of Bid and Price Schedules submitted by the
Contractor
(c) Particular Conditions of Contract
(d) General Conditions of Contract
(e) Specification
(f) Drawings
(g) Other completed Bidding forms submitted with the Bid
(h) Any other documents forming part of the Employer’s
Requirements
(i) Any other documents forming part of the contract, including,
but not limited to:
i. the ES Management Strategies and

Implementation Plans; and
ii. Code of Conduct for Contractor’s Personnel (ES).
[Any other documents shall be added here.]

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
Page 277 of 449
shall be the order in which the Contract 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 of Contract.
Article 2. Contract 2.1 Contract Price (Reference GCC Clause 11)
Price and Terms The Employer hereby agrees to pay to the Contractor the
of Payment Contract Price in consideration of the performance by the
Contractor of its obligations hereunder. The Contract Price
shall be the aggregate of: __________________, _______________ as
specified in Price Schedule No. 7 (Grand Summary),
and_______________, _________________, 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 the
Appendix (Terms and Procedures of Payment) hereto.
The Employer may instruct its bank to issue an irrevocable
confirmed documentary credit made available to the
Contractor in a bank in the country of the Contractor. The
credit shall be for an amount of ________________________; and
shall be subject to the Uniform Customs and Practice for
Documentary Credits 2007 Revision, ICC Publication No. 600.
In the event that the amount payable under Schedule No. 6 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. Effective 3.1 Effective Date (Reference GCC Clause 1)

Date The Effective Date from which the Time for Completion of the
Facilities shall be counted is the date when all of the following
conditions have been fulfilled:
(a) This Contract Agreement has been duly executed for and
on behalf of the Employer and the Contractor;
(b) The Contractor has submitted to the Employer the
Performance Security;
(c) The Contractor has submitted to the Employer the
advance payment guarantee if the Contractor requires
the Advance Payment;
Each party shall use its best efforts to fulfill the above
conditions for which it is responsible as soon as practicable.
3.2 If the conditions listed under 3.1 are not fulfilled within two (2)
months from the date of this Contract notification because of
Page 278 of 449
reasons not attributable to the Contractor, the Parties shall
discuss and agree on an equitable adjustment to the Contract
Time for Completion and/or other relevant conditions of the
Contract.
Article 4. 4.1 The address of the Employer for notice purposes, pursuant to
Communications GCC 4.1 is: ______________________.
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 shall
Appendices be deemed to form an integral part of this Contract
Agreement.
5.2 Reference in the Contract to any Appendix shall mean the
Appendices attached hereto, and the Contract shall be read
and construed accordingly.
IN WITNESS WHEREOF the 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 the Employer
[Signature]
[Title]
in the presence of
Signed by, for and on behalf of the Contractor
[Signature]
[Title]
in the presence of
Page 279 of 449

APPENDICES AND ATTACHMENTS
APPENDICES
Appendix 1 Terms and Procedures of Payment
Appendix 2 Price Adjustment
Appendix 3 Insurance Requirements
Appendix 4 Time Schedule
Appendix 5 List of Major Items of Plant and Installation 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
ATTACHMENTS
Attachment 1 Letter of Bid submitted by the contractor
Attachment 2 Price Schedules
Attachment 3 Power of Attorney
Attachment 4 Employer’s Notification of Award
Attachment 5 Minutes of Contract Clarification Meeting
Attachment 6 Joint Venture Agreement (If applicable)
Attachment 7 Deed of Assignment (If applicable)
Page 280 of 449

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 given in the 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 deliveries may be made by the Contractor as
work proceeds.
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 total CIP amount as an advance payment against receipt of
proforma invoice and an irrevocable advance payment security for the equivalent
amount made out in favor of the Employer. 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.
Forty percent (40%) of the total or pro rata CIP amount upon Incoterm “CIP”, upon
successful factory acceptance tests and delivery to carrier and within forty-five (45)
days after receipt of documents.
Forty percent (40%) of the total or pro rata CIP amount upon delivery to site,
installation and commissioning within forty-five (45) days after receipt of invoice.
Five percent (5%) of the total or pro rata CIP amount upon issuance of the
Completion Certificate, within forty-five (45) days after receipt of invoice.
Five percent (5%) of the total or pro rata CIP amount upon issue of the Operational
Acceptance Certificate, 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 total EXW amount as an advance payment against receipt
of proforma invoice, and an irrevocable advance payment security for the
equivalent amount made out in favor of the Employer. 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.
Page 281 of 449
Forty percent (40%) of the total or pro rata EXW amount upon Incoterm “EXW”,
upon successful factory acceptance tests, delivery, inspection and acceptance of
equipments to site within sixty (60) days after receipt of documents.
Forty percent (40%) of the total or pro rata EXW amount upon delivery to site,
installation and commissioning within sixty (60) days after receipt of invoice.
Five percent (5%) of the total or pro rata EXW amount upon issue of the Completion
Certificate, within forty-five (45) days after receipt of invoice.
Five percent (5%) of the total or pro rata EXW amount upon issue of the Operational
Acceptance Certificate, 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 following payments shall be made:
Ten percent (10%) of the total design services amount as an advance payment
against receipt of proforma invoice, and an irrevocable advance payment security
for the equivalent amount made out in favor of the Employer.
Ninety percent (90%) of the total or pro rata design services amount upon
acceptance of design in accordance with GCC Clause 20 by the Project Manager
within forty-five (45) days after receipt of invoice.
Schedule No. 4. Installation Services
In respect of installation services for both the foreign and local currency portions,
the following payments shall be made:
Ten percent (10%) of the total installation services amount as an advance payment
against receipt of proforma invoice, and an irrevocable advance payment security
for the equivalent amount made out in favor 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 services.
Eighty percent (80%) 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 authorization of the Contractor’s application, will be
made monthly within forty-five (45) days after receipt of invoice.
Five percent (5%) 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
Page 282 of 449
monthly applications, upon issuance of the Completion Certificate, within forty-five
(45) days after receipt of invoice.
Five percent (5%) 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 issuance of the Operational Acceptance Certificate,
Schedule No. 5. Environmental, Social, Health and Safety (ESHS) Services

In respect of ESHS services for both the foreign and local currency portions, the
following payments shall be made:
Ten percent (10%) of the total ESHS services amount as an advance payment against
receipt of proforma invoice, and an irrevocable advance payment security for the
equivalent amount made out in favor 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 services.
Eighty percent (80%) of the measured value of ESHS services provided by the
Contractor, as identified in the said Program of Performance, during the preceding
month, as evidenced by the Employer’s authorization of the Contractor’s
application, will be made monthly within forty-five (45) days after receipt of invoice.
Five percent (5%) of the total or pro rata value of ESHS services performed by the
Contractor as evidenced by the Employer’s authorization of the Contractor’s
monthly applications, upon issuance of the Completion Certificate, within forty-five
(45) days after receipt of invoice.
Five percent (5%) of the total or pro rata value of ESHS services performed by the
Contractor as evidenced by the Employer’s authorization of the Contractor’s
monthly applications, upon issuance of the Operational Acceptance Certificate,
Schedule No.6 Payment terms for O&M Contract

Operation and Maintenance of Solar Power Plant and the Power Distribution
Network including attending to Faults and Complains for 7 Years Operations and
Maintenance (O&M) Services:
(i) During first four years of the O&M period, 11.5% of the contract price will
be paid yearly for O&M cost.
(ii) 18.0% of the contract price shall be paid annually during the year 5 to 7 for
O&M services.
against satisfactory performance report of the O&M services by the project
manager. The O&M fees for SPGP, PDN and DG shall be paid after every 3 months
(Quarterly). The Contractor shall bill the Employer their quoted annual charges
quarterly, in arrears.
Page 283 of 449
Interest on delayed payments

In the event that the Employer fails to make any payment on its respective due date, the
Employer shall pay to the Contractor interest on the amount of such delayed payment at
the rate of:
The interest rate for foreign currency payments to be LIBOR (6 months average) and for
local currency payments at the prevailing Central Bank of Kenya (CBK) rate.
PAYMENT PROCEDURES
The procedures to be followed in applying for certification and making payments shall be
as follows:
Schedule 1 - Payments shall be made through Telegraphic Transfers, RTGS or Letter of
Credit (LC). For the LC option, the charges levied by all the Banks that are party to the LC
will be borne by the contractor (beneficiary).
Schedule 2, 3, 4, 5 and 6 - The payments shall be made directly to the Contractor through
Telegraphic Transfers or RTGS.
In case of Contractor being a Joint Venture of two or more firms, the payment under the
Contract shall be received by the Lead Partner on behalf of the Joint Venture, as per
power
Conferred to it in the Power of Attorney. The payment under the Contract, however, can
also
Be received by other Partner (s) based on authorization of the Lead Partner.
Page 284 of 449

Appendix 2: Price Adjustment
Where the Contract Period (excluding the Defects Liability Period) exceeds eighteen (18)
months, it is normal procedure that prices payable to the Contractor shall be subject to
adjustment during the performance of the Contract to reflect changes occurring in the cost
of labor and material components. In such cases the bidding document shall include in this
form a formula of the following general type, pursuant to PCC Sub-Clause 11.2.
Where Contracts are of a shorter duraFon than eighteen (18) months or in cases where
there is to be no Price Adjustment, the following provision shall not be included. Instead,
it shall be indicated under this form that the prices are to remain firm and fixed for the
duraFon of the Contract.
Sample Price Adjustment Formula

If in accordance with GCC 11.2, prices shall be adjustable, the following method shall be used
to calculate the price adjustment:
Prices payable to the Contractor, in accordance with the Contract, shall be subject to
adjustment during performance of the Contract to reflect changes in the cost of labor and
material components, in accordance with the following formula:
L1 M1
P1 = P0 × ( a + b +c ) − P0
L0 M0
in which:
P1 = adjustment amount payable to the Contractor
P0 = Contract price (base price)
a = percentage of fixed element in Contract price (a = %)
b = percentage of labor component in Contract price (b= %)
c = percentage of material and equipment component in Contract price (c= %)
L0 , L1 = labor indices applicable to the appropriate industry in the country of origin

on the base date and the date for adjustment, respecFvely
M0, M1= material and equipment indices in the country of origin on the base date and
the date for adjustment, respecFvely
N.B. a+b+c= 100%.
Page 285 of 449

CondiDons Applicable To Price Adjustment
The Bidder shall indicate the source of labor, source of exchange rate and materials indices
and the base date indices in its bid.
Item Source of Indices Used Base Date Indices
The base date shall be the date thirty (30) days prior to the Bid closing date.
The date of adjustment shall be the mid-point of the period of manufacture or installaFon of
component or Plant.
The following condiFons shall apply:
(c) No price increase will be allowed beyond the original delivery date unless covered by
an extension of Fme awarded by the Employer under the terms of the Contract. No
price increase will be allowed for periods of delay for which the Contractor is
responsible. The Employer will, however, be enFtled to any price decrease occurring
during such periods of delay.
(d) If the currency in which the Contract price, P0, is expressed is different from the
currency of the country of origin of the labor and/or materials indices, a correcFon
factor will be applied to avoid incorrect adjustments of the Contract price. The
correcFon factor shall be: Z0 / Z1, where,
Z0 = the number of units of currency of the origin of the indices which equal to
one unit of the currency of the Contract Price P0 on the Base date, and
Z1 = the number of units of currency of the origin of the indices which equal to
one unit of the currency of the Contract Price P0 on the Date of Adjustment.
(e) No price adjustment shall be payable on the porFon of the Contract price paid to the
Contractor as an advance payment.
Page 286 of 449

Appendix 3. Insurance Requirements
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.
(a) Cargo Insurance

Covering loss or damage occurring, while in transit from the supplier’s or
manufacturer’s works or stores until arrival at the Site, to the Facilities (including
spare parts therefor) and to the construction equipment to be provided by the
Contractor or its Subcontractors.
Amount Deductible limits Parties insured From To

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 performing its
obligations during the defect liability period.

Covering 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 supply and installation of the Facilities.

Covering use of all vehicles used by the Contractor or its Subcontractors (whether
or not owned by them) in connection with the supply and installation of the
Facilities. Comprehensive insurance in accordance with statutory requirements.

In accordance with the statutory requirements applicable in any country where the
Facilities or any part thereof is executed.
Page 287 of 449

In accordance with the statutory requirements applicable in any country where the
Facilities or any part thereof is executed.

The Contractor is also required to take out and maintain at its own cost the
following insurances:
Details:
The Employer shall be named as co-insured under all insurance policies taken out by the
Contractor pursuant to GCC Sub-Clause 34.1, except for the Third-Party Liability, Workers’
Compensation and Employer’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 Sub-Clause 34.1, except for the Cargo, 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 performance of the Contract shall be
waived under such policies.
Page 288 of 449

Insurances to Be Taken Out By The Employer
The Employer shall at its expense take out and maintain in effect during the performance
of the Contract the following insurances.
Details:
Page 289 of 449

Appendix 4. Time Schedule
Page 290 of 449

Appendix 5. List of Major Items of Plant and Installation Services and List
of Approved Subcontractors
A list of major items of Plant and Installation Services is provided below.
The following Subcontractors and/or manufacturers are approved for carrying out the
items of the Facilities indicated below. Where more than one Subcontractor is listed, the
Contractor is free to choose between them, but it must notify the Employer of its choice
in good time prior to appointing any selected Subcontractor. In accordance with GCC
Sub-Clause 19.1, the Contractor is free to submit proposals for Subcontractors for
additional items from time to time. No Subcontracts shall be placed with any such
Subcontractors for additional items until the Subcontractors have been approved in
writing by the Employer and their names have been added to this list of Approved
Subcontractors.
Major Items of Plant and Approved Nationality

Installation Services Subcontractors/Manufacturers
Page 291 of 449

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 Program 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)
Facilities Charge to Contractor (if any)
Works Charge to Contractor (if any)
Supplies Charge to Contractor (if any)
Page 292 of 449

Appendix 7. List of Documents for Approval or Review
Pursuant to GCC Sub-Clause 20.3.1, the Contractor shall prepare, or cause its
Subcontractor to 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
A. Approval
1.
2.
3.
B. Review
1.
2.
3.
Page 293 of 449

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 calculation of liquidated damages for failure to attain the
functional guarantees.
2. Preconditions
The Contractor gives the functional guarantees (specified herein) for the facilities,
subject to the following preconditions being fully satisfied:
____________________________________________________________________________________
3. Functional Guarantees
Subject to compliance with the foregoing preconditions, the Contractor guarantees

as follows:
3.1 Production Capacity

_____________________________________________________________________________
and/or
3.2 Raw Materials and Utilities Consumption

____________________________________________________________________________
4. Failure in Guarantees and Liquidated Damages
4.1 Failure to Attain Guaranteed Production 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 production 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
___________________ for every complete one percent (1%) of the deficiency in the
Page 294 of 449

production capacity of the Facilities, or at a proportionately reduced rate for
any deficiency, or part thereof, of less than a complete one percent (1%).
4.2 Raw Materials and Utilities Consumption in Excess of Guaranteed Level

__________________________________________________________________
If the actual measured figure of specified raw materials and utilities consumed
per unit (or their average total cost of consumption) exceeds the guaranteed
figure specified in para. 3.2 above (or their specified average total cost of
consumption), but the actual consumption attained in the guarantee test,
pursuant to GCC Sub-Clause 25.2, is not more than the maximum 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 [amount in the contract
currency] for every complete one percent (1%) of the excess consumption of the
Facilities, or part thereof, of less than a complete one percent (1%).
4.3 Minimum Levels
Notwithstanding the provisions of this paragraph, if as a result of the

guarantee test(s), the following minimum levels of performance guarantees
(and consumption guarantees) are not attained 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) Production capacity of the Facilities attained in the guarantee test:

ninety-five percent (95%) of the guaranteed production capacity (the
values offered by the Contractor in its Bid for functional guarantees
represents 100%).
and/or
(b) Average total cost of consumption of all the raw materials and utilities of
the Facilities: one hundred and five percent (105%) of the guaranteed
figures (the figures offered by the Contractor in its Bid for functional
guarantees represents 100%).
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 ______ percent ( ___ %) of the Contract price.
Page 295 of 449

Sec%on X – Contract Forms 296
Operations & Maintenance Contract
Page 5 of
449
Contract Agreement Operations and Maintenance
For
Solar Photovoltaic Power Generation Plants with Associated Power
Distribution Network (Mini-Grids) in ________ County with 7 Years
Operations and Maintenance (O&M) Services & Reliable Supply Power to
the Consumers
Between
THE KENYA POWER & LIGHTING COMPANY PLC

“The Employer” of one part
AND
_______________________________________________________________
_
“The Contractor” of the other part
CONTRACT No: ________________________________
Page 297 of 449

CONTRACT AGREEMENT
THIS AGREEMENT is made the ________ day of ______________________, ______,

BETWEEN
(1) The Kenya Power & Lighting Company PLC incorporated under the laws of Kenya
and having its principal place of business at Stima Plaza, Kolobot Road P.O Box
300999-00100 Nairobi (hereinafter called “the Employer”),
and
(2) ________________________________________________________, a company

incorporated under the laws of ________________________________and having
its principal place of business at _______________________ (hereinafter called
“the Contractor”).
WHEREAS;
The Employer desires to engage the Contractor for Operation and Maintenance services
of the facilities and reliable supply of power to the consumers for a period of 7 Years of
Operations and Maintenance (O&M) Services for the Generation System and a period
of 5 Years O&M Services for the Distribution Network in selected un-electrified areas in
Kenya pursuant to the contract already signed between the contractor and The Rural
Electrification and Renewable Energy Corporation for the Design, Supply, Installation
and Commissioning of Solar Photovoltaic Power Generation Plants with Associated
Power Distribution Network (PDN).
NOW IT IS HEREBY AGREED as follows:
Article 1. Contract 1.1 Contract Documents (Reference GCC Clause 2)

Documents The following documents shall constitute the Contract
between the Employer and the Contractor, and each shall be
read and construed as an integral part of the Contract:
a) Contract Agreement for the Design, Supply, Installation
and Commissioning of Solar Photovoltaic Power
Generation Plants with Associated Power Distribution
Network (Supply and Installation) between Rural
Electrification and Renewable Energy Corporation and
the Contractor.
b) This Contract agreement and the appendices hereto
Page 298 of 449
c) Letter of Commencement for Operations and
Maintenance (O&M)
d) Letter of Bid and lump sum Payment schedule as
submitted by the contractor for O&M part
e) Particular Conditions of Contract;
f) General Conditions of Contract;
g) Other completed bidding forms submitted with the Bid
for O& M part
h) Any other documents forming part of the Employer’s
Requirements including stakeholder engagement plan,
the Grievance Redress Mechanism that applies during
O& M period
i) the following Appendices:
A. General Condition for Dispute Board Agreement;
B. Dispute Board Guideline;
C. Environmental, Social, Health and Safety (ESHS) Metrics for
Progress Reports;
D. Copy of Operational Certificates of SPGP & PDN
E. Technical Documents as per Scope of Work;
F. Scope of WORKs & SERVICES for O&M including Technical
specifications of all the equipment and material installed,
Type & Routine test reports, Site Acceptance test reports,
Instruction manuals, O&M Manuals, Bill of materials;
G. Annual maintenance schedules and programs for SPGP and
PDN;
H. Prices schedule for Operations and Maintenance as indicated
in the successful bidder’s bid;
I. Sets of As-built Drawings Showing therein modification and
correction, if any made during the course of execution signed
by the contractor;
J. Copies of Statutory clearances/permissions;
K. O&M performance measurement and payment terms;
L. Insurance, penalties and condition of facilities handover at
the end of the contract period;
M. Schedule of requirements.
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 Contract 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 of
Contract.
Page 299 of 449
Article 2. Contract 2.1 Contract Price (Reference GCC Clause 11)
Price and Terms of The Employer hereby agrees to pay to the Contractor the
Payment Contract Price in Phase-2 for the O&M Period (7 Years period
of Operations and Maintenance (O&M) Services) in
consideration of the performance by the Contractor of its
obligations hereunder. The Contract Price shall be
________________________________________ as specified in
price schedule No.7 (Grand Summary) of respective Mini Grid
shall be:
Lot No_____________
Mini Grid No 1 - ______ As per Price Sc-7 (Grand Summary)
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 the
Appendix-1 (Terms and Procedures of Payment) hereto.
Article 3. Effective 3.1 Effective Date (Reference GCC Clause 1)

Date The Effective Date shall be the time from which Design,
Supply, Installation and Commissioning of Solar Photovoltaic
Generation Plants with Associated Power Distribution
Network (Supply and Installation) of the Contract has been
concluded and shall be counted from the date when all of the
following conditions have been fulfilled:
a) Issuance of Operational Certificates of SPGP and PDN
for all mini grids
b) Issuance of Letter of Commencement for Operation and
Maintenance (O&M)
c) The Contractor has submitted to the Employer the
3.2 The End of the Contract shall be completion of the O& M
Period (7 Years of Operations and Maintenance (O&M)
Services) from the Effective Date for O&M services.
Article 4.
Communications 4.1 The address of the Employer for notice purposes, pursuant
to GCC 4.1 is: The Kenya Power & Lighting Company PLC,
Stima Plaza, Kolobot Road P.O Box 30099-00100 Nairobi
4.3 The address of the Contractor for notice purposes, pursuant to
GCC 4.1 is: _________________________________
Article 5.
Appendices 1.1 The Appendices listed in the attached List of Appendices shall be
deemed to form an integral part of this Contract Agreement
O&M.
Page 300 of 449

1.2 Reference in the Contract to any Appendix shall mean the
Appendices attached hereto, and the Contract shall be read and
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.
For and on behalf of The Kenya Power and Lighting Company PLC
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
In the presence of
GENERAL MANAGER, CORPORATE AFFAIRS & COMPANY SECRETARY
For and on behalf of _____________________________________________________
[Signature]
[Title]
in the presence of
[Signature]
[Title]
Page 301 of 449

Appendices and Attachments
-Letter of Commencement for Operations and Maintenance (O&M)
-Letter of Bid and lump sum Payment schedule as submitted by the contractor for O&M
part
-Particular Conditions of Contract
-General Conditions of Contract
-Other completed bidding forms submitted with the Bid for O& M part
-Any other documents forming part of the Employer’s Requirements including
stakeholder engagement plan, the Grievance Redress Mechanism that applies during O&
M period
-General Condition for Dispute Board Agreement
-Dispute Board Guideline
-Environmental, Social, Health and Safety (ESHS) Metrics for Progress Reports
-Copy of Operational Certificates of SPGP & PDN
-Technical Documents as per Scope of Work
-Scope of WORKs & SERVICES for O&M including Technical specifications of the all the
equipment and material installed, Type & Routine test reports, Site Acceptance test
reports, Instruction manuals, O&M Manuals, Bill of materials
-Volume II, Employer’s Requirements, Technical Specifications and Drawings (ERTS)
-Annual maintenance schedules and programs for SPGP and PDN
-Price schedule for Operations and Maintenance as indicated in the successful bidder’s
bid
-Sets of as built Drawing Showing therein modification and correction, if any, made
during the course of execution signed by the contractor
-Copies of Statutory clearances/permissions
-O&M performance measurement and payment terms
-Insurance, penalties and condition of facilities handover at the end of the contract period
-Schedule of requirements
-Power of Attorney
Page 302 of 449

Particular Conditions of Contract (PCC) – Operations & Maintenance Phase
The following Particular Conditions of Contract (PCC) shall supplement the General
Conditions of Contract (GCC). Whenever there is a conflict, the provisions herein shall
prevail over those in the General Conditions of Contract. The clause number of the PCC
is the corresponding clause number of the GCC.
PCC 1. Definitions The Employer is: Kenya Power and Lighting Company PLC (KPLC)
The Project Manager is: Project Manager for KPLC shall be designated
before finalization of the Contract
The Bank is: World Bank
Country of Origin: All countries and territories as indicated in Section V of
the bidding document, Eligible Countries.
PCC 5. Law and PCC 5.1 The Contract shall be interpreted in accordance with the laws of:
Language Kenya
PCC 5.2 The ruling language is: English
PCC 5.3 The language for communications is: English
PCC 7. Scope of PCC 7.1 The Contractor’s scope for the O&M period shall include the
Facilities [Spare following :
Parts] (GCC Key Performance Indicators for Contractor during the O&M Period
Clause 7) O&M Key Expected How to measure
Performance
value
Indicator
1 Minimum uptime of 90% The Plant
the SPGP (Plant Availability (PA)1 will
Availability) be calculated as a
throughout the percentage to
quarter per site. represent the time
that the power
plant is available to
provide energy.
2 Quarterly MTTR – 2 days This will be the
Mean Time to average time taken
Repair power by the bidder to
loss/breakdown of carry out repairs.1
the SPGP per lot.
1
Source of data is logs, records and reports referred to in clause 2.3.3 of Volume II ERTS.
Page 303 of 449
3 Medium voltage 6 This will be the
breakdowns per number of
quarter sustained
breakdowns on the
medium voltage
(MV) power lines
per quarter
4 Low voltage 20 This will be the total
incidences per number of low
quarter voltage incidences
per quarter
Note; The KPIs shall be revised annually.
PCC 7.3 The Contractor agrees to supply spare parts for a period of
years: 7 Years period of Operations and Maintenance (O&M)
Services for the Generation System and the Distribution
Network
Sample Addition to PCC 7.3
The Contractor shall carry sufficient inventories to ensure an ex-stock
supply of consumable spares for the Plant. Other spare parts and
components shall be supplied as promptly as possible, but at the most
within six (6) months of placing the order and opening the letter of
credit. In addition, in the event of termination of the production of spare
parts, advance notification will be made to the Employer of the pending
termination, with sufficient time to permit the Employer to procure the
needed requirement. Following such termination, the Contractor will
furnish to the extent possible and at no cost to the Employer the
blueprints, drawings and specifications of the spare parts, if requested.
PCC 8. Time for PCC 8.1 The Contractor shall commence O&M services on the Facilities
Commencement on the effective date
and Completion PCC 8.2 Time for Completion: The time of completion of the contract
(O&M services), is
7 years after commencement of O&M contract for the Operations and
Maintenance (O&M) Services.
Connections to Consumers
As per Supply and Installation contract
O& M Period
Page 304 of 449

7 years of Operation and Maintenance(O&M) of the mini-grids and
reliable supply of power to consumers from the commissioning of
SPGP & PDN.
PCC 9. PCC 9.1 : The Contractor shall be responsible for the measurement of all
Contractor’s O&M Contract KPIs.
Responsibilities
PCC 10. PCC 10.1 : The Employer shall be responsible for the verification and
Employer’s approval of all measured O&M Contract KPIs.
Responsibilities
PCC 11. Contract See earlier text on Price Adjustment

Price
PCC 13. Securities PCC 13.3.1 The amount of Performance Security, as a percentage of the
Contract Price for the Plant Facility shall be:
Ten (10%) of the O&M contract value renewable annually for nine (9)
years (The Supply & Installation and the O&M periods).
The Contractor shall ensure that the Performance Securities are valid at
all times during the lifetime of the Contract.
Contract Performance Security submitted for the O&M stage shall be
released to the Contractor without any interest within Sixty (60) days after
the successful completion of the complete O&M period (7 Years
Operations and Maintenance (O&M) Services) subject to the approval and
acceptance of the O&M period deliverables by the Engineer in
charge/Technical Team.
O&M Period will start from the Operational acceptance of the Plant
Facilities (SPGP and PDN).
The Bidder will be responsible for operation and maintainance of the
Plant after Commissioning till the Operational acceptance of Plant
Facilities, without any additional cost to the Employer.
PCC 13.3.2 The Performance Security shall be in the form of an
Unconditional Bank Guarantee, using the form provided in Section X,
Contract Forms.
PCC 22. PCC22.2.5 Working Hours
Installation Normal working hours are: 8 AM to 5 PM
PCC 22.2.8 Funeral Arrangements: will be arranged by Contractor
PCC 25. PCC 25.2.2 After the the O&M period (7 Years period for Operations and
Commissioning Maintenance (O&M) Services), all the mini-grids should be in
and Operational good operational condition during handing over to the client.
Acceptance
Page 305 of 449

PCC 26. PCC 26.1 This does not apply on the O & M Contract.
Completion Time
Guarantee PCC 26.2
Applicable rate of penalties for failure to meet performance targets shall

be as per the table below:
O&M Key Expected Penalties

Performance
value
Indicator
1 Minimum uptime of 90% In case of failure to adhere
the SPGP (Plant
to the 90% plant availability,
Availability) and
customer a penalty is to be charged.
connection
The penalty amount will be
throughout the
quarter per site. discussed during contract
clarifications.
2 Quarterly MTTR – 2 days If break down occurs or
Mean Time to corrective maintenance is
Repair power not accomplished, leading
loss/breakdown of to a Mean Time to Repair
the SPGP per lot. of more than 2 days, a
penalty is to be charged.
discussed during contract
clarifications.
3 Medium voltage 6 If more than 6 breakdowns
breakdowns per occur per quarter then a
quarter penalty is to be charged.
clarifications.
4 Low voltage 20 If more than 20 incidences
incidences per occur per quarter then a
quarter penalty is to be charged.
Page 306 of 449

clarifications.
Note; The Penalties shall be revised annually.
Maximum cumulative deduction for failure to meet performance targets:

10% of final O&M Contract Price.
PCC 26.3
Applicable (amount or rate) for the bonus for early Completion: Not
Applicable
Maximum bonus: Not Applicable
PCC 26.3
No bonus will be given for earlier Completion of the Facilities or part

thereof.
PCC 27. Defect PCC 27.1 The Contractor is fully responsible for any defect during the
Liability period of the contract that includes the O&M period (7 Years
period for Operations and Maintenance (O&M) Services)
PCC 30. Sample Clause
Limitation of PCC 30.1 (b) The multiplier of the Contract Price is: 110%
Liability
PCC46. Disputes PCC 46.1 The DB shall be appointed within 60 days on need basis
and Arbitration The DB shall comprise: one member
PCC 46.1 List of potential DB members: None
PCC 46.2 Appointment (if not agreed) to be made by:
President of FIDIC or Kenya Chartered Institute of Arbitrators
PCC 46.5 Procedure to settle disputes in respect of DB’s decisions:
Rules of arbitration
GCC Sub-Clause 46.5(a) “shall” apply.
GCC Sub-Clause 46.5 (b): “shall” apply.
Place of arbitration: To be agreed between the Contractor and Employer
Page 307 of 449

General Conditions of Contract – Operations & Maintenance Phase
Table of Clauses

Definitions ................................................................................................................. 310
Interpretation ........................................................................................................... 313
Communications ....................................................................................................... 315
Law and Language ................................................................................................... 315
C. Payment .................................................................................................................... 320
Contract Price ...................................................................................................... 320
Terms of Payment................................................................................................ 320
Securities.............................................................................................................. 321
Taxes and Duties .................................................................................................. 322
D. Intellectual Property ................................................................................................ 323
Work Program ..................................................................................................... 327
Subcontracting .................................................................................................... 329
Design and Engineering ...................................................................................... 330
Procurement ........................................................................................................ 333
Installation ........................................................................................................... 335
Page 308 of 449
Loss of or Damage to Property; Accident or Injury to Workers; Indemnification
364
Insurance.............................................................................................................. 365
Force Majeure ...................................................................................................... 369
War Risks .............................................................................................................. 371
H. Change in Contract Elements ................................................................................... 372
Suspension ........................................................................................................... 377
Termination .......................................................................................................... 379
Assignment .......................................................................................................... 386
Page 309 of 449

General Conditions of Contract

A. Contract and Interpretation
Definitions The following words and expressions shall have the meanings
hereby assigned to 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
“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 hereof.
“PCC” means the Particular 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
requires, and “Parties” means both of them.
“Employer” means the person named as such in the PCC and
includes the legal successors or permitted assigns of the Employer.
“Project Manager” means the person appointed by the Employer
in the manner provided in GCC Sub-Clause 17.1 (Project Manager)
hereof and named as such in the PCC to perform the duties
delegated by the Employer.
“Contractor” means the person(s) whose Bid to perform the
Contract has been accepted by the Employer and is named as
Contractor in the Contract Agreement, and includes the legal
successors or permitted assigns of the Contractor.
“Contractor’s Representative” means any person nominated by
the Contractor and approved by the Employer in the manner
provided in GCC Sub-Clause 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
Contractor’s Representative in the manner provided in GCC Sub-
Clause 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
indirectly by the Contractor, and includes its legal successors or
permitted assigns.
“Dispute Board” (DB) means the person or persons named as such
in the PCC appointed by agreement between the Employer and the
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Contractor to make a decision with respect to any dispute or
difference between the Employer and the Contractor referred to
him or her by the Parties pursuant to GCC Sub-Clause 46.1 (Dispute
Board) hereof.
“The Bank” means the financing institution named in the PCC.
“Contract Price” means the sum specified in Article 2.1 (Contract
Price) of the Contract Agreement, subject to such additions and
adjustments 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, materials, 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 GCC Sub-Clause 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 (including the provision and use
of Contractor’s Equipment and the supply of all construction
materials required), installation, testing, precommissioning,
commissioning, operations, maintenance, the provision 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 PCC.
“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 fulfillment of all conditions
stated in Article 3 (Effective Date) of the Contract Agreement, from
which the Time for Completion shall be counted.
“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
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to be attained, 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
completed operationally and structurally and put in a tight and
clean condition, 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
requirements specified in the Employer’s Requirements that are to
be carried out by the Contractor in preparation for Commissioning
as provided 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 carried out by the Contractor as provided in GCC Sub-
Clause 25.1 (Commissioning) 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 to the Contract Agreement
titled Functional Guarantees, in accordance with the provisions of
GCC Sub-Clause 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 Contractor’s fulfillment of the Contract in respect of Functional
Guarantees of the Facilities (or the relevant part thereof) in
accordance with the provisions 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.
“ES” means Environmental and Social (including Sexual
Exploitation and Abuse (SEA), and Sexual Harassment (SH)).
“Sexual Exploitation and Abuse” “(SEA)” means the following:
Sexual Exploitation is defined as any actual or attempted
abuse of position of vulnerability, differential power or
trust, for sexual purposes, including, but not limited to,
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profiting monetarily, socially or politically from the sexual
exploitation of another.
Sexual Abuse is defined as the actual or threatened
physical intrusion of a sexual nature, whether by force or
under unequal or coercive conditions.
“Sexual Harassment” “(SH)” is defined as unwelcome sexual
advances, requests for sexual favors, and other verbal or physical
conduct of a sexual nature by the Contractor’s Personnel with
other Contractor’s Personnel or Employer’s Personnel;
“Contractor’s Personnel” means all personnel whom the
Contractor utilizes in the execution of the Contract, including the
staff, labor and other employees of the Contractor and each
Subcontractor; and any other personnel assisting the Contractor
in the execution of the Contract; and
“Employer’s Personnel” means all staff, labor and other
employees of the Project Manager and of the Employer engaged
in fulfilling the Employer’s obligations under the Contract; and any
other personnel identified as Employer’s Personnel, by a notice
from the Employer to the Contractor.
Contract Subject to Article 1.2 (Order of Precedence) of the Contract
Documents Agreement, all documents forming part of the Contract (and all
parts thereof) are intended to be correlative, complementary
and mutually explanatory. The Contract shall be read as a whole.
Interpretation 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 indicating the plural also include the singular;
(c) provisions including the word “agree,” “agreed,” or
“agreement” require the agreement to be recorded in
writing;
(d) the word “tender” is synonymous with “Bid,” “tenderer,”
with “Bidder,” and “tender documents” with “Bidding
Document,” and
(e) “written” or “in writing” means hand-written, type-written,
printed or electronically made, and resulting in a permanent
record.
The marginal words and other headings shall not be taken into
consideration in the interpretation of these Conditions.
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
published by the International Chamber of Commerce (latest
edition), 38 Cours Albert 1er, 75008 Paris, France.
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Entire Agreement
Subject to GCC Sub-Clause 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.
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.
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 responsible for the manner in which the Contract is
performed. All employees, representatives or Subcontractors
engaged by the Contractor 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.
Non-Waiver
3.6.1 Subject to GCC Sub-Clause 3.6.2 below, no relaxation,
forbearance, 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.
Severability
If any provision or condition of the Contract is prohibited or
rendered invalid or unenforceable, such prohibition, invalidity or
unenforceability shall not affect the validity or enforceability of any
other provisions and conditions of the Contract.
Country of Origin
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“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
assembling of components, a commercially recognized product
results that is substantially different in its basic characteristics or in
purpose or utility from its components.
Communica- Wherever these Conditions provide for the giving or issuing of
tions approvals, 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.
Law and The Contract shall be governed by and interpreted in accordance
Language with laws of the country specified in the PCC.
The ruling language of the Contract shall be that stated in the PCC.
The language for communications shall be the ruling language
unless otherwise stated in the PCC.
Fraud and The Bank requires compliance with the Bank’s Anti-Corruption
Corruption Guidelines and its prevailing sanctions policies and procedures as
set forth in the WBG’s Sanctions Framework, as set forth in
Appendix B to the GCC.
The Employer requires the Contractor to disclose any commissions
or fees that may have been paid or are to be paid to agents or any
other party with respect to the Bidding process or execution of the
Contract. The information disclosed must include at least the name
and address of the agent or other party, the amount and currency,
and the purpose of the commission, gratuity or fee.
B. Subject Matter of Contract
Scope of Unless otherwise expressly limited in the Employer’s
Facilities Requirements, the Contractor’s obligations cover the provision of
all Plant and the performance of all Installation Services required
for the design, and the manufacture (including procurement,
quality assurance, construction, installation, associated civil
works, Precommissioning 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
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not limited to, the provision of supervision and engineering
services; the supply of labor, materials, equipment, spare parts
(as specified in GCC Sub-Clause 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 to the Contract Agreement titled Scope
of Works and Supply by the Employer.
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 inferred from the Contract as being required for
attaining Completion of the Facilities as if such work and/or items
and materials were expressly mentioned in the Contract.
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 PCC and the provisions, if any, specified in the
PCC. 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
therefor and other costs and expenses (including the
Contractor’s fees) relating to the supply of spare parts.
Time for The Contractor shall commence work on the Facilities within the
Commencement period specified in the PCC and without prejudice to GCC Sub-
and Completion Clauses 9.9 and 26.2 hereof, the Contractor shall thereafter
proceed with the Facilities in accordance with the time schedule
specified in the Appendix to the Contract Agreement titled Time
Schedule.
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 PCC or within such
extended time to which the Contractor shall be entitled under
GCC Clause 40 hereof.
Contractor’s The Contractor shall design, manufacture including associated
Responsibilities purchases 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.
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The Contractor confirms that it has entered into this Contract on
the basis of a proper 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 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 twenty-eight (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.
The Contractor shall acquire and pay for all permits, approvals
the Site is located 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 Contractor’s Equipment. The
Contractor shall acquire all other permits, approvals and/or
licenses that are not the responsibility of the Employer under GCC
Sub-Clause 10.3 hereof and that are necessary for the
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 indemnify and hold harmless the Employer from and against
any and all liabilities, damages, claims, fines, penalties and
expenses of whatever nature arising or resulting from the
violation of such laws by the Contractor or its personnel, including
the Subcontractors and their personnel, but without prejudice to
GCC Sub-Clause 10.1 hereof.
Any Plant and Installation 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 retained by the Contractor shall be from a country
as specified in GCC Clause 1 (Country of Origin).
If the Contractor is a joint venture, or association (JV) of two or
more persons, all such persons shall be jointly and severally bound
to the Employer for the fulfillment of the provisions of the
Contract, and shall designate one of such persons to act as a
leader with authority to bind the JV. The composition or the
constitution of the JV shall not be altered without the prior
consent of the Employer.
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Pursuant to paragraph 2.2 e. of Appendix B to the General
Conditions the Contractor shall permit and shall cause its agents
(where declared or not), subcontractors, subconsultants, service
providers, suppliers, and personnel, to permit, the Bank and/or
persons appointed by the Bank to inspect the site and/or the
accounts, records and other documents relating to the
procurement process, selection and/or contract execution, and to
have such accounts, records and other documents audited by
auditors appointed by the Bank. The Contractor’s and its
Subcontractors’ and subconsultants’ attention is drawn to Sub-
Clause 6.1 (Fraud and Corruption) which provides, inter alia, that
acts intended to materially impede the exercise of the Bank’s
inspection and audit rights constitute a prohibited practice
subject to contract termination (as well as to a determination of
ineligibility pursuant to the Bank’s prevailing sanctions
procedures).
The Contractor shall conform to the sustainable procurement
contractual provisions, if and as specified in the PCC.
Contractor’s Environmental and Social Management Plan (C-
ESMP)
The Contractor shall not carry out mobilization to Site unless the
Project Manager gives approval, an approval that shall not be
unreasonably delayed, to the measures the Contractor proposes
to address environmental and social risks and impacts including
the code of conduct, in accordance with GCC Sub-Clause 22.4.
The Contractor shall submit, to the Project Manager for Review,
any additional Management Strategies and Implementation
Plans as are necessary to manage the ES risks and impacts of the
Facilities. These Management Strategies and Implementation
Plans collectively comprise the Contractor’s Environmental and
Social Management Plan (C-ESMP).
The Contractor shall review the C-ESMP, periodically (but not
less than every six (6) months), and update it as required to
ensure that it contains measures appropriate to the Facilities.
The updated C-ESMP shall be submitted to the Project Manager
for its approval.
Training of Contractor’s Personnel
The Contractor shall provide appropriate training to relevant
Contractor’s Personnel on ES aspects of the Contract, including
appropriate sensitization on prohibition of SEA and health and
safety training referred to in GCC Sub-Clause 22.2.7.
As stated in the Employer’s Requirements or as instructed by the
Project Manager, the Contractor shall also allow appropriate
opportunities for the relevant Contractor’s Personnel to be
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trained on ES aspects of the Contract by the Employer’s
personnel and/or other personnel assigned by the Employer.
The Contractor shall provide training on SEA and SH, including
its prevention, to any of its personnel who has a role to
supervise other Contractor’s Personnel.
Employer’s All information and/or data to be supplied by the Employer as
Responsibilities described in the Appendix to the Contract Agreement titled
Scope of Works and Supply by the Employer, shall be deemed to
be accurate, except when the Employer expressly states
otherwise.
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 required for the proper execution of the Contract,
including all requisite rights of way, as specified in the Appendix
to the Contract Agreement titled Scope of Works and Supply by
the Employer. The Employer shall give full possession of and
accord all rights of access thereto on or before the date(s)
specified in that Appendix.
The Employer shall acquire and pay for all permits, approvals
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).
If requested by the Contractor, the Employer shall use its best
endeavors to assist the Contractor in obtaining in a timely and
expeditious 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 undertakings require the Contractor or
Subcontractors or the personnel of the Contractor or
Subcontractors, as the case may be, to obtain.
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 Contractor to properly
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carry out Precommissioning, Commissioning and Guarantee
Tests, all in accordance with the provisions of the Appendix to the
Contract Agreement titled Scope of Works and Supply by the
Employer, at or before the time specified in the program
furnished by the Contractor under GCC Sub-Clause 18.2 hereof and
in the manner thereupon specified or as otherwise agreed upon
by the Employer and the Contractor.
The Employer shall be responsible for the continued operation of
the Facilities after Completion, in accordance with GCC Sub-
Clause 24.8, and shall be responsible for facilitating the Guarantee
Test(s) for the Facilities, in accordance with GCC Sub-Clause 25.2.
All costs and expenses involved in the performance of the
obligations under this GCC Clause 10 shall be the responsibility of
the Employer, save those to be incurred by the Contractor with
respect to the performance of Guarantee Tests, in accordance
with GCC Sub-Clause 25.2.
In the event that the Employer shall be in breach of any of his
obligations under this Clause, the additional cost incurred by the
Contractor in consequence thereof shall be determined by the
Project Manager and added to the Contract Price.
C. Payment
Contract Price The Contract Price shall be as specified in Article 2 (Contract Price
and Terms of Payment) of the Contract Agreement.
Unless an adjustment clause is provided for in the PCC, 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.
Subject to GCC Sub-Clauses 9.2, 10.1 and 35 hereof, the Contractor
shall be deemed to have satisfied itself as to the correctness and
sufficiency of the Contract Price, which shall, except as otherwise
provided for in the Contract, cover all its obligations under the
Contract.
Terms of The Contract Price shall be paid as specified in Article 2 (Contract

Payment Price and Terms of Payment) of the Contract Agreement and in
the Appendix to the Contract Agreement titled Terms and
Procedures of Payment, which also outlines the procedures to be
followed in making application for and processing payments.
No payment made by the Employer herein shall be deemed to
constitute acceptance by the Employer of the Facilities or any
part(s) thereof.
In the event that the Employer fails to make any payment by its
respective due date or within the period set forth in the Contract,
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the Employer shall pay to the Contractor interest on the amount
of such delayed payment at the rate(s) shown in the Appendix to
the Contract Agreement titled Terms and Procedures of
Payment, for the period of delay until payment has been made in
full, whether before or after judgment or arbitrage award.
The currency or currencies in which payments are made to the
Contractor under this Contract shall be specified in the Appendix
to the Contract Agreement titled Terms and Procedures of
Payment, 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 Contractor’s Bid.
Securities Issuance of Securities
The Contractor shall provide the securities specified below in
favor of the Employer at the times, and in the amount, manner
and form specified below.
Advance Payment Security
notification of contract award, provide a security in an
amount equal to the advance payment calculated in
accordance with the Appendix to the Contract
Agreement titled Terms and Procedures of Payment, and
in the same currency or currencies.
13.2.2 The security shall be in the form provided in the Bidding
documents 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 recovered by the
Employer. The security shall be returned to the
Contractor immediately after its expiration.
notification of contract award, provide a security for the
due performance of the Contract in the amount specified
in the PCC.
13.3.2 The Performance 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 the form provided in Section X, Contract
Forms, corresponding to the type of bank guarantee
stipulated by the Employer in the PCC, or in another form
13.3.3 Unless otherwise specified in the PCC, the security shall
be reduced by half on the date of the Operational
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Acceptance. The Security shall become null and void, or
shall be reduced pro rata to the Contract Price of a part
of the Facilities for which a separate Time for Completion
is provided, five hundred and forty (540) days after
Completion of the Facilities or three hundred and sixty
five (365) days after Operational Acceptance of the
Facilities, whichever occurs first; provided, however, that
if the Defects Liability Period has been extended on any
part of the Facilities pursuant to GCC 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 GCC Sub-Clause 27.10, is
liable for an extended defect liability obligation, the
Performance Security shall be extended for the period
specified in the PCC pursuant to GCC Sub-Clause 27.10
and up to the amount specified in the PCC.
13.3.4 The Employer shall not make a claim under the
Performance Security, except for amounts to which the
Employer is entitled under the Contract. The Employer
shall indemnify and hold the Contractor harmless against
and from all damages, losses and expenses (including
legal fees and expenses) resulting from a claim under the
Performance Security to the extent to which the
Employer was not entitled to make the claim.
Taxes and Except as otherwise specifically provided in the Contract, the
Duties Contractor shall bear and pay all taxes, duties, levies and charges
assessed 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
Notwithstanding GCC Sub-Clause 14.1 above, the Employer shall
bear and promptly pay
(a) all customs and import duties for the Plant specified in
Price Schedule No. 1; and
(b) other domestic taxes such as, sales tax and value added
tax (VAT) on the Plant specified in Price Schedules No. 1
and No. 2 and that is to be incorporated into the Facilities,
and on the finished goods, imposed by the law of the
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 endeavors to enable the
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Contractor to benefit from any such tax savings to the maximum
allowable extent.
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 charges prevailing at the date twenty-eight (28) days prior to
the date of Bid submission in the country where the Site is
located (hereinafter called “Tax” in this GCC Sub-Clause 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 Contractor, Subcontractors or their employees in connection
with performance 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
License/Use of For the operation and maintenance of the Plant, the Contractor
Technical hereby grants a non-exclusive and non-transferable license
Information (without the right to sub-license) 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 non-exclusive and non-transferable right
(without the right to sub-license) to use the know-how and other
technical information disclosed to the Employer under the
Contract. Nothing contained herein shall be construed as
transferring ownership of any patent, utility model, trademark,
design, copyright, know-how or other intellectual property right
from the Contractor or any third Party to the Employer.
The copyright in all drawings, documents and other materials
containing data and information furnished to the Employer by
the Contractor herein shall remain vested in the Contractor or, if
they are furnished 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.
Confidential The Employer and the Contractor shall keep confidential and shall
Information not, without the written consent of the other Party hereto,
divulge to any third Party any documents, data or other
information furnished directly or indirectly by the other Party
hereto in connection with the Contract, whether such
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information has been furnished prior to, during or following
termination of the Contract. Notwithstanding the above, the
Contractor may furnish to its Subcontractor(s) such documents,
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 imposed on the Contractor under this GCC Clause
16.
The Employer shall not use such documents, data and other
information 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, procurement of Plant, construction or such
other work and services as are required for the performance of
the Contract.
The obligation of a Party under GCC Sub-Clauses 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,
directly or indirectly, from the other Party hereto
(c) otherwise lawfully becomes available to that Party from a
third Party that has no obligation of confidentiality
(d) is being provided to the Bank.
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.
The provisions of this GCC Clause 16 shall survive termination, for
whatever reason, of the Contract.
E. Execution of the Facilities
Representatives Project Manager
If the Project Manager is not named in the Contract, then
within fourteen (14) days of the Effective Date, the
Employer shall appoint and notify the Contractor in writing
of the name of the Project Manager. The Employer may
from time to time appoint some other person as the
Project Manager in place of the person previously so
appointed, and shall give a 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
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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.
Contractor’s Representative & Construction Manager
17.2.1 If the Contractor’s Representative is not named in
the Contract, then within fourteen (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 fourteen (14) days, the
Contractor’s Representative shall be deemed to
have been approved. If the Employer objects to the
appointment within fourteen (14) days giving the
reason therefor, then the Contractor shall appoint a
replacement within fourteen (14) days of such
objection, and the foregoing provisions of this GCC
Sub-Clause 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 notices,
instructions, information and all other
communications under the Contract.
All notices, instructions, information and all other
communications given by the Employer or the
Project Manager to the Contractor 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 Contractor’s Representative without the
Employer’s prior written consent, which shall not be
unreasonably withheld. If the Employer consents
thereto, the Contractor shall appoint some other
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person as the Contractor’s Representative, pursuant
to the procedure set out in GCC Sub-Clause 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 authorities so delegated to him or her
in accordance with this GCC Sub-Clause 17.2.3 shall
be deemed to be an act or exercise 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 appoint 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 Contract.
Whenever the Construction Manager is absent from
the Site, a suitable person shall be appointed to act
as the Construction Manager’s deputy.
17.2.5 The Project Manager may require the Contractor to
remove (or cause to be removed) the Contractor’s
Representative or any other person employed by
the Contractor in the execution of the Contract,
who:
(a) persists in any misconduct or lack of care;
(b) carries out duties incompetently or negligently;
(c) fails to comply with any provision of the
Contract;
(d) persists in any conduct which is prejudicial to
safety, health, or the protection of the
environment;
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(e) based on reasonable evidence, is determined to
have engaged in Fraud and Corruption during
the execution of the Contract;
(f) has been recruited from the Employer’s
Personnel in breach of GCC Sub-Clause 22.2.2;
(g) undertakes behavior which breaches the Code
of Conduct (ES), as applicable;
If appropriate, the Contractor shall then promptly
appoint (or cause to be appointed) a suitable
replacement with equivalent skills and experience.
Notwithstanding any requirement from the Project
Manager to remove or cause to remove any person,
the Contractor shall take immediate action as
appropriate in response to any violation of (a)
through (g) above. Such immediate action shall
include removing (or causing to be removed) from
the Site or other places where the Contract is being
executed, any Contractor’s Personnel who engages
in (a), (b), (c), (d), (e) or (g) above or has been
recruited as stated in (f) above.
17.2.6 If any representative or person employed by the
Contractor is removed in accordance with GCC Sub-
Clause 17.2.5, the Contractor shall, where required,
promptly appoint a suitable replacement with
equivalent skills and experience.
Work Program 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 twenty-one (21)
days of the Effective Date. The chart shall include the
identities of the key personnel and the curricula vitae of
such key personnel to be employed shall be supplied
together with the chart. The Contractor shall promptly
inform the Employer and the Project Manager in writing of
any revision or alteration of such an organization chart.
Program of Performance
Within twenty-eight (28) days after the Effective Date,
the Contractor shall submit to the Project Manager a
detailed program of performance of the Contract, made in
a form acceptable to the Project Manager and showing the
sequence in which it proposes to design, manufacture,
transport, assemble, install and precommission the
Facilities, as well as the date by which the Contractor
reasonably requires that the Employer shall have fulfilled
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its obligations under the Contract so as to enable the
Contractor to execute the Contract in accordance with the
program and to achieve Completion, Commissioning and
Acceptance of the Facilities in accordance with the
Contract. The program so submitted by the Contractor
shall accord with the Time Schedule included in the
Appendix to the Contract Agreement titled Time Schedule,
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 specified in the PCC pursuant to Sub-Clause 8.2
and any extension granted in accordance with GCC Clause
40, and shall submit all such revisions to the Project
Manager.
Progress Report
The Contractor shall monitor progress of all the activities
specified in the program referred to in GCC Sub-Clause 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 Manager and shall indicate: (a) percentage
completion achieved compared 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.
Unless otherwise stated in the Specifications, each
progress report shall include the Environmental and Social
(ES) metrics set out in Appendix C.
In addition to the progress reports, the Contractor shall
inform the Project Manager immediately of any allegation,
incident or accident in the Site, which has or is likely to
have a significant adverse effect on the environment, the
affected communities, the public, Employer’s Personnel or
Contractor’s Personnel. This includes, but is not limited to,
any incident or accident causing fatality or serious injury;
significant adverse effects or damage to private property;
or any allegation of SEA and/or SH. In case of SEA and/or
SH, while maintaining confidentiality as appropriate, the
type of allegation (sexual exploitation, sexual abuse or
sexual harassment), gender and age of the person who
experienced the alleged incident should be included in the
information.
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The Contractor, upon becoming aware of the allegation,
incident or accident, shall also immediately inform the
Project Manager of any such incident or accident on the
Subcontractors’ or suppliers’ premises relating to the
Facilities which has or is likely to have a significant adverse
effect on the environment, the affected communities, the
public, Employer’s Personnel, or Contractor’s, its
Subcontractors’ and suppliers’ personnel. The notification
shall provide sufficient detail regarding such incidents or
accidents. The Contractor shall provide full details of such
incidents or accidents to the Project Manager within the
timeframe agreed with the Project Manager.
The Contractor shall require its Subcontractors and
suppliers to immediately notify the Contractor of any
incidents or accidents referred to in this Subclause.
Progress of Performance
If at any time the Contractor’s actual progress falls behind
the program referred to in GCC Sub-Clause 18.2, or it
becomes apparent that it will so fall behind, the Contractor
shall, at the request of the Employer or the Project
Manager, prepare and submit to the Project Manager a
revised program, taking into account the prevailing
circumstances, 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 Sub-Clause 8.2, any extension thereof entitled
under GCC Sub-Clause 40.1, or any extended period as may
otherwise be agreed upon between the Employer and the
Contractor.
Procedures
The Contract shall be executed in accordance with the
Contract Documents 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.
Subcontracting The Appendix to the Contract Agreement titled List of Major
Subcontractors, specifies major items of supply or services
and a list of approved Subcontractors against each item,
including manufacturers. Insofar as no Subcontractors 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
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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
approval by the Employer for any of the Subcontractors
shall not relieve the Contractor from any of its obligations,
duties or responsibilities under the Contract.
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.
For items or parts of the Facilities not specified in the
Appendix to the Contract Agreement titled List of Major
Subcontractors, the Contractor may employ such
Subcontractors as it may select, at its discretion.
Each sub-contract 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.
If a Subcontractor'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 obligations to the Employer, then
the Contractor shall do so.
The Contractor shall require that its Subcontractors execute
the Facilities in accordance with the Contract, including
complying with the relevant ES requirements and the
obligations set out in GCC Sub-Clause 22.4.
Design and Specifications and Drawings
Engineering 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, errors or omissions in the
specifications, drawings and other technical
documents that it has prepared, whether such
specifications, drawings and other documents have
been approved by the Project Manager or not,
provided that such discrepancies, errors or
omissions are not because of inaccurate information
furnished in writing to the Contractor by or on
behalf of the Employer.
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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.
Codes and Standards
Wherever references are made in the Contract to codes
and standards in accordance with which the Contract shall
be executed, the edition or the revised version of such
codes and standards current at the date twenty-eight (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 Employer and shall be treated in
accordance with GCC Clause 39.
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 to the Contract Agreement titled List of
Documents for Approval or Review, for its approval
or review as specified and in accordance with the
requirements of GCC Sub-Clause 18.2 (Program of
Performance).
Any part of the Facilities covered by or related to
the documents to be approved by the Project
Manager shall be executed only after the Project
Manager’s approval thereof.
GCC 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.
20.3.2 Within fourteen (14) days after receipt by the
Project Manager of any document requiring the
Project Manager’s approval in accordance with GCC
Sub-Clause 20.3.1, the Project Manager shall either
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 modifications that the
Project Manager proposes.
If the Project Manager fails to take such action
within the said fourteen (14) days, then the said
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document shall be deemed to have been approved
by the Project Manager.
20.3.3 The Project Manager shall not disapprove any
document, except on the grounds that the
document does not comply with the Contract or
that it is contrary to good engineering practice.
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 GCC Sub-Clause 20.3.2. If the
Project Manager approves the document subject to
modification(s), the Contractor shall make the
required modification(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 disapproval by the Project
Manager of any document and/or any
modification(s) thereto that cannot be settled
between the Parties within a reasonable period,
then such dispute or difference may be referred to a
Dispute Board for determination in accordance with
GCC Sub-Clause 46.1 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, performance of the Contract is to proceed.
The Contractor shall proceed with the Contract in
accordance with the Project Manager’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 GCC Sub-
Clause 46.3 hereof, then the Contractor shall be
reimbursed by the Employer for any additional costs
incurred by reason of such instructions and shall be
relieved 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 extended
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
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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 Manager 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 approved document and/or in any
document based thereon, the provisions of GCC
Clause 39 shall apply to such request.
Procurement Plant
procure and transport all Plant in an expeditious and
orderly manner to the Site.
Employer-Supplied Plant
If the Appendix to the Contract Agreement titled Scope of
Works and Supply by the Employer, provides that the
Employer shall furnish any specific 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 Sub-Clause 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 Employer, 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 Sub-Clause 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 obligations of care, custody and control shall not
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relieve the Employer 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.
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 under 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 Equipment.
21.3.3 Upon dispatch of each shipment of materials and
the Contractor’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 arrival in the country where the Site is
located, if applicable, and at the Site. The
Contractor shall furnish the Employer with relevant
shipping documents to be agreed upon between
the Parties.
21.3.4 The Contractor shall be responsible for obtaining, if
necessary, approvals from the authorities for
transportation of the materials and the Contractor’s
Equipment to the Site. The Employer shall use its
best endeavors in a timely and expeditious manner
to assist the Contractor in obtaining such approvals,
if requested 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 Contractor’s
Equipment to the Site.
Customs Clearance
The Contractor shall, at its own expense, handle all
imported materials and Contractor’s Equipment at the
point(s) of import and shall handle any formalities for
customs clearance, subject to the Employer’s obligations
under GCC Sub-Clause 14.2, provided that if applicable laws
or regulations require any application or act to be made by
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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 Contractor shall be entitled to
an extension in the Time for Completion, pursuant to GCC
Clause 40.
Installation Setting Out/Supervision
22.1.1 Bench Mark: 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 writing by or on behalf of the
Employer.
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 reasonable satisfaction of the
Project Manager. If such error is based on incorrect
data provided in writing by or on behalf 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 superintendence during the
installation of the Facilities, and the Construction
Manager or its deputy shall be constantly on the
Site to provide full-time superintendence of the
installation. The Contractor shall provide and
employ only technical personnel who are skilled and
experienced in their respective callings and
supervisory staff who are competent to adequately
supervise the work at hand.
Labor:
22.2.1 Engagement of Staff and Labor
Except as otherwise stated in the Employer’s
Requirements, the Contractor shall make
arrangements for the engagement of all staff and
labor, local or otherwise, and for their payment,
housing, feeding and transport.
The Contractor shall provide and employ on the Site
in the installation of the Facilities such skilled, semi-
skilled and unskilled labor as is necessary for the
proper and timely execution of the Contract. The
Contractor is encouraged to use local labor that has
the necessary skills.
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The Contractor shall be responsible for obtaining all
necessary permit(s) and/or visa(s) from the
appropriate authorities for the entry of all labor and
personnel to be employed on the Site into the
country where the Site is located. The Employer will,
if requested by the Contractor, use his best
endeavors 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.
The Contractor shall at its own expense provide the
means of repatriation to all of its Contractor’s
Personnel employed for the execution of the
Contract at the Site or other places where the
Installation Services are carried out 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 maintenance, the
Employer may provide the same to such personnel
and recover the cost of doing so from the
Contractor.
22.2.2 Persons in the Service of Employer
The Contractor shall not recruit, or attempt to
recruit, staff and labor from amongst the Employer’s
Personnel.
22.2.3 Labor Laws
The Contractor shall comply with all the relevant
labor laws applicable to the Contractor’s Personnel,
including laws relating to their employment, health,
safety, welfare, immigration and emigration, and
shall allow them all their legal rights.
The Contractor shall at all times during the progress
of the Contract use its best endeavors to prevent
any unlawful, riotous or disorderly conduct or
behavior by or amongst its employees and the labor
of its Subcontractors.
The Contractor shall, in all dealings with its labor and
the labor of its Subcontractors currently employed
on or connected with the Contract, pay due regard
to all recognized festivals, official holidays, religious
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or other customs and all local laws and regulations
pertaining to the employment of labor.
22.2.4 Rates of Wages and Conditions of Labor
The Contractor shall pay rates of wages, and
observe conditions of labor, which are not lower
than those established for the trade or industry
where the work is carried out. If no established
rates or conditions are applicable, the Contractor
shall pay rates of wages and observe conditions
which are not lower than the general level of wages
and conditions observed locally by employers
whose trade or industry is similar to that of the
Contractor.
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, allowances and any benefits as
are subject to tax under the Laws of the Country 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
No work shall be carried out on the Site on locally
recognized days of rest, or outside the normal
working hours stated in the PCC, unless:
(a) otherwise stated in the Contract,
(b) the Project Manager gives consent, or
(c) the work is unavoidable, or necessary for the
protection of life or property or for the safety
of the Facilities, in which case the Contractor
shall immediately advise the Project Manager.
If and when the Contractor considers it necessary to
carry out work at night or on public holidays so as to
meet the Time for Completion and requests the
Project Manager’s consent thereto, the Project
Manager shall not unreasonably withhold such
consent.
This Sub-Clause shall not apply to any work which is
customarily carried out by rotary or double-shifts.
22.2.6 Facilities for Staff and Labor
Except as otherwise stated in the Specification, the
Contractor shall provide and maintain all necessary
accommodation and welfare facilities for the
of the Contract at the Site or other places where the
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Installation Services are carried out. The Contractor
shall also provide facilities for the Employer’s
Personnel as stated in the Employer’s
Requirements.
The Contractor shall not permit any of the
Contractor’s Personnel to maintain any temporary
or permanent living quarters within the structures
forming part of the Facilities.
22.2.7 Health and Safety
The Contractor shall at all times take all reasonable
precautions to maintain the health and safety of the
of Installation Services at the Site (or other places in
the country where the Site is located).
submit to the Engineer for its approval a health and
safety manual which has been specifically prepared
for the Contract.
The health and safety manual shall be in addition to
any other similar document required under
applicable health and safety regulations and Laws.
The health and safety manual shall set out all the
health and safety requirements under the Contract,
(a) which shall include at a minimum:
(i) the procedures to establish and maintain a safe
working environment without risk to health at all
workplaces, machinery, equipment and
processes under the control of the Contractor,
including control measures for chemical, physical
and biological substances and agents;
(ii) details of the training to be provided, records to be
kept;
(iii) the procedures for prevention, preparedness and
response activities to be implemented in the case
of an emergency event (i.e. an unanticipated
incident, arising from both natural and man-made
hazards, typically in the form of fire, explosions,
leaks or spills, which may occur for a variety of
different reasons including failure to implement
operating procedures that are designed to prevent
their occurrence, extreme weather or lack of early
warning);
(iv) the measures to be taken to avoid or minimize the
potential for community exposure to water-borne,
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water-based, water-related, and vector-borne
diseases,
(v) the measures to be implemented to avoid or
minimize the spread of communicable diseases
(including transfer of Sexually Transmitted
Diseases or Infections (STDs), such as HIV virus)
and non-communicable diseases associated with
the execution of the Contract, taking into
consideration differentiated exposure to and
higher sensitivity of vulnerable groups. This
includes taking measures to avoid or minimize the
transmission of communicable diseases that may
be associated with the influx of temporary or
permanent Contract-related labor;
(vi) the policies and procedures on the management
and quality of accommodation and welfare
facilities if such accommodation and welfare
facilities are provided by the Contractor in
accordance with GCC Sub-Clause 22.2.6; and
(b) any other requirements stated in the Specification.
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
PCC.
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, genders, hours worked and wages
paid to all workers. These records shall be
summarized on a monthly basis in a form approved
by the Project Manager and shall be available for
inspection by the Project Manager until the
Contractor has completed all work.
22.2.10 Supply of Foodstuffs
The Contractor shall arrange for the provision of a
sufficient supply of suitable food as may be stated in
the Employer’s Requirements at reasonable prices
for the Contractor’s personnel for the purposes of
or in connection with the Contract.
22.2.11 Supply of Water
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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
precautions 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
insecticide.
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 dispose of any
alcoholic liquor or drugs, or permit or allow
importation, 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 Workers’ Organizations
In countries where the relevant labor laws recognize
workers’ rights to form and to join workers’
organizations of their choosing and to bargain
collectively without interference, the Contractor
shall comply with such laws. In such circumstances,
the role of legally established workers’
organizations and legitimate workers’
representatives will be respected, and they will be
provided with information needed for meaningful
negotiation in a timely manner. Where the relevant
labor laws substantially restrict workers’
organizations, the Contractor shall enable
alternative means for the Contractor’s and its
Subcontractors’ personnel to express their
grievances and protect their rights regarding
working conditions and terms of employment. The
Contractor shall not seek to influence or control
these alternative means. The Contractor shall not
discriminate or retaliate against the Contractor’s
and its Subcontractors’ personnel who participate,
Page 340 of 449
or seek to participate, in such organizations and
collective bargaining or alternative mechanisms.
Workers’ organizations are expected to fairly
represent the workers in the workforce.
22.2.16 Non-Discrimination and Equal Opportunity
The Contractor shall not make decisions relating to
the employment or treatment of Contractor’s
Personnel on the basis of personal characteristics
unrelated to inherent job requirements. The
Contractor shall base the employment of
Contractor’s Personnel on the principle of equal
opportunity and fair treatment, and shall not
discriminate with respect to any aspects of the
employment relationship, including recruitment and
hiring, compensation (including wages and
benefits), working conditions and terms of
employment, access to training, job assignment,
promotion, termination of employment or
retirement, and disciplinary practices.
Special measures of protection or assistance to
remedy past discrimination or selection for a
particular job based on the inherent requirements of
the job shall not be deemed discrimination. The
Contractor shall provide protection and assistance
as necessary to ensure non-discrimination and equal
opportunity, including for specific groups such as
women, people with disabilities, migrant workers
and children (of working age in accordance with
GCC Sub-Clause 22.2.19).
22.2.17 Contractor’s Personnel Grievance Mechanism
The Contractor shall have a grievance mechanism for
the Contractor’s Personnel, and where relevant the
workers’ organizations stated in subclause 22.2.15,
to raise workplace concerns. The grievance
mechanism shall be proportionate to the nature,
scale, risks and impacts of the Contract. The
mechanism shall address concerns promptly, using
an understandable and transparent process that
provides timely feedback to those concerned in a
language they understand, without any retribution,
and shall operate in an independent and objective
manner.
The Contractor’s Personnel shall be informed of the
grievance mechanism at the time of engagement for
the Contract, and the measures put in place to
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protect them against any reprisal for its use.
Measures will be put in place to make the grievance
mechanism easily accessible to all Contractor’s and
its Subcontractors’ personnel.
The grievance mechanism shall not impede access to
other judicial or administrative remedies that might
be available, or substitute for grievance mechanisms
provided through collective agreements.
The grievance mechanism may utilize existing
grievance mechanisms, providing that they are
properly designed and implemented, address
concerns promptly, and are readily accessible to
such project workers. Existing grievance
mechanisms may be supplemented as needed with
Contract-specific arrangements.
22.2.18 Forced Labor
The Contractor, including its Subcontractors/
suppliers/ manufactuers, shall not employ or engage
forced labour. Forced labour consists of any work or
service, not voluntarily performed, that is exacted
from an individual under threat of force or penalty,
and includes any kind of involuntary or compulsory
labour, such as indentured labour, bonded labour or
similar labour-contracting arrangements.
No persons shall be employed or engaged who have
been subject to trafficking. Trafficking in persons is
defined as the recruitment, transportation, transfer,
harbouring or receipt of persons by means of the
threat or use of force or other forms of coercion,
abduction, fraud, deception, abuse of power, or of a
position of vulnerability, or of the giving or receiving
of payments or benefits to achieve the consent of a
person having control over another person, for the
purposes of exploitation.
In this regard, the Contractor shall:
(a) include in contracts with Subcontractors/
suppliers/ manufacturers of [solar panels]
[solar panel components], obligations to
prevent Forced Labor among the staff,
employees, workers and any other person
employed or engaged by the Subcontractor/
supplier/ manufacturer;
(b) include in contracts with Subcontractors/
suppliers/ manufacturers of [solar panels]
[solar panel components], that the
Page 342 of 449
Subcontractors/ suppliers/manufacturers
include an obligation to prevent Forced Labor
in all contracts that they execute with their
suppliers/ manufacturers of [solar panel][solar
panel components];
(c) monitor Subcontractors/ suppliers/
manufacturers of [solar panels][solar panel
components] on implementation of
obligations to prevent Forced Labor among
the staff, employees, workers and any other
person employed or engaged by them;
(d) require Subcontractors to monitor their
suppliers/manufacturers of [solar panels][solar
panel components] on implementation of
obligations to prevent Forced Labor among
the staff, employees, workers and any other
person employed or engaged by them;
(e) require its Subcontractors/ suppliers/
manufacturers to immediately notify the
Contractor of any incidents of Forced Labor;
(f) immediately notify the Employer any incident of
Forced labor on the site, or premises of
Subcontractors/ suppliers/ manufacturers of
[solar panels] [solar panel components]; and
(g) include in periodic progress reports submitted in
accordance with the contract sufficient details
on its, including its Subcontractors/ suppliers/
manufacturers, compliance with Forced Labor
obligations.
22.2.19 Child Labor
not employ or engage a child under the age of 14
unless the national law specifies a higher age (the
minimum age).
not employ or engage a child between the minimum
age and the age of 18 in a manner that is likely to be
hazardous, or to interfere with, the child’s
education, or to be harmful to the child’s health or
physical, mental, spiritual, moral, or social
development.
The Contractor including its Subcontractors, shall
only employ or engage children between the
minimum age and the age of 18 after an appropriate
risk assessment has been conducted by the
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Contractor with the Engineer’s consent. The
Contractor shall be subject to regular monitoring by
the Project Manager that includes monitoring of
health, working conditions and hours of work.
Work considered hazardous for children is work
that, by its nature or the circumstances in which it is
carried out, is likely to jeopardize the health, safety,
or morals of children. Such work activities
prohibited for children include work:
(a) with exposure to physical, psychological or
sexual abuse;
(b) underground, underwater, working at heights
or in confined spaces;
(c) with dangerous machinery, equipment or tools,
or involving handling or transport of heavy
loads;
(d) in unhealthy environments exposing children
to hazardous substances, agents, or processes,
or to temperatures, noise or vibration
damaging to health; or
(e) Under difficult conditions such as work for long
hours, during the night or in confinement on
the premises of the employer.
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
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
endeavors to assist the Contractor in obtaining any
local, state or national government 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
Site Regulations
Page 344 of 449

The Employer and the Contractor shall establish Site
regulations setting 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 Project Manager with a copy to the Employer,
proposed Site regulations for the Project Manager’s
approval, which approval shall not be unreasonably
withheld.
Such Site regulations shall include, but shall not be limited
to, Code of Conduct for environmental and social
aspectssubmitted as part of the Bid and agreed to by the
Employer, , security arrangements in accordance with GCC
Sub-Clause 22.8, safety of the Facilities, gate control,
sanitation, medical care, and fire prevention.
The Contractor shall take all necessary measures to
ensure that each Contractor’s Personnel, employed for
the execution of the Contract at the Site or other places
where the Installation Services are carried out, is made
aware of the Code of Conduct including specific behaviors
that are prohibited, and understands the consequences of
engaging in such prohibited behaviors.
These measures include providing instructions and
documentation that can be understood by the
Contractor’s Personnel and seeking to obtain that
person’s signature acknowledging receipt of such
instructions and/or documentation, as appropriate.
The Contractor shall also ensure that the Code of Conduct
is visibly displayed in multiple locations on the Site and
any other place where the Installation Services will be
carried out, as well as in areas outside the Site accessible
to the local community and project affected people. The
posted Code of Conduct shall be provided in languages
comprehensible to Contractor’s Personnel, Employer’s
Personnel and the local community.
The Contractor’s Management Strategy and
Implementation Plans shall include appropriate processes
for the Contractor to verify compliance with these
obligations.
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.
Page 345 of 449

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
responsible, permits the use by such other
contractors of the Contractor’s Equipment, or
provides any other service of whatsoever 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 reasonable 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 notice, and that could affect
the Contractor’s work. The Project Manager shall
determine the corrective measures, if any, required
to rectify the situation after inspection of the
Facilities. Decisions made by the Project Manager
shall be binding on the Contractor.
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 necessary 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 Facilities. In such event
the Employer shall, as soon as practicable after the
occurrence of any such emergency, notify the Contractor
in writing 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 therewith
Page 346 of 449
shall be paid by the Contractor to the Employer.
Otherwise, the cost of such remedial work shall be borne
by the Employer.
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 wreckage, 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.
Security of the Site
The Contractor shall be responsible for the security of the
Site including providing and maintaining at its own
expense all lighting, 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.
If required in the Employer’s Requirements, the
Contractor shall submit for the Project Manager’s No-
objection a security management plan that sets the
security arrangements for the Site.
In making security arrangements, the Contractor shall be
guided by applicable laws and any other requirements
stated in the Employer’s Requirements.
The Contractor shall (i) conduct appropriate background
checks on any personnel retained to provide security; (ii)
train the security personnel adequately (or determine that
they are properly trained) in the use of force (and where
applicable, firearms), and appropriate conduct towards
Contractor’s and Sub-contarctor’s personnel, Employer’s
personnel and affected communities; and (iii) require the
security personnel to act within the applicable Laws and
any requirements set out in the Employer’s
Reqquirements.
The Contractor shall not permit any use of force by
security personnel in providing security except when used
Page 347 of 449
for preventive and defensive purposes in proportion to
the nature and extent of the threat.
Protection of the Environment
The Contractor shall take all necessary measures to:
i. protect the environment (both on and off the
Site); and
ii. limit damage and nuisance to people and
property resulting from pollution, noise and
other results of the Contractor’s operations
and/ or activities.
The Contractor shall ensure that emissions, surface
discharges, effluent and any other pollutants from the
Contractor’s activities shall exceed neither the values
indicated in the Employer’s Requirements, nor those
prescribed by applicable laws.
In the event of damage to the environment, property
and/or nuisance to people, on or off Site as a result of the
Contractor’s operations, the Contractor shall agree with
the Project Manager the appropriate actions and time
scale to remedy, as practicable, the damaged
environment to its former condition. The Contractor shall
implement such remedies at its cost to the satisfaction of
the Project Manager.
Cultural Heritage Findings
All fossils, coins, articles of value or antiquity, structures,
groups of structures, and other remains or items of
geological, archaeological, paleontological, historical,
architectural, religious interest found on the Site shall be
placed under the care and custody of the Employer.
The Contractor shall take all reasonable precautions,
including fencing-off the area or site of the finding, to
avoid further disturbance and prevent Contractor’s
Personnel or other persons from removing or damaging
any of these findings;
As soon as practicable after discovery of any such finding,
the Contractor shall give a notice to the Project Manager,
to give the Project Manager the opportunity to promptly
inspect and/or investigate the finding before it is
disturbed and to issue instructions for dealing with it.
Test and The Contractor shall at its own expense carry out at the
Inspection place of 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 Contract.
The Employer and the Project Manager or their designated
representatives shall be entitled to attend the aforesaid test
Page 348 of 449
and/or inspection, provided that the Employer shall bear all
costs and expenses incurred in connection with such
attendance including, but not limited to, all traveling and
board and lodging expenses.
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 representatives to attend the test and/or
inspection.
The Contractor shall provide the Project Manager with a
certified report of the results of any such test and/or
inspection.
If the Employer or Project Manager or their designated
representatives fails to attend the test and/or inspection, or
if it is agreed between the Parties that such persons shall not
do so, then the Contractor 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.
The Project Manager may require the Contractor to carry
out any test and/or inspection not required by the Contract,
provided that the Contractor’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 impede the progress of work on
the Facilities and/or the Contractor’s performance of its
other obligations under the Contract, due allowance will be
made in respect of the Time for Completion and the other
obligations so affected.
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
Sub-Clause 23.3.
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 Parties within a reasonable
period of time, it may be referred to an Dispute Board for
determination in accordance with GCC Sub-Clause 46.3.
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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 installed, in order to
inspect the progress and the manner of manufacture or
installation, provided that the Project Manager shall give the
Contractor a reasonable prior notice. Without prejudice to
GCC Sub-Clause 9.7, as instructed by the Project Manager,
the Contractor shall also afford other relevant entities (at
the Employer’s or their respective entities’ expense, as
appropriate) access to the Facilities, to inspect progress and
the manner of the execution of the Facilities, carry out
environmental and social audit, as appropriate, or carry out
any other duty as stated in the Employer’s Requirements or
as instructed by the Project Manager.
The Contractor agrees that neither the execution of a test
and/or inspection of Plant or any part of the Facilities, nor
the attendance by the Employer or the Project Manager, nor
the issue of any test certificate pursuant to GCC Sub-Clause
23.4, shall release the Contractor from any other
responsibilities under the Contract.
No part of the Facilities or foundations shall be covered up
on the Site without the Contractor carrying out any test
and/or inspection required under the Contract. The
Contractor shall give a reasonable notice to the Project
Manager whenever any such parts of the Facilities or
foundations are ready or about to be ready for test and/or
inspection; such test and/or inspection and notice thereof
shall be subject to the requirements of the Contract.
The Contractor shall uncover any part of the Facilities or
foundations, or shall make openings in or through the same
as the Project Manager 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 Sub-Clause 23.10 and are found to be
executed in accordance with the Contract, the expenses of
uncovering, making openings in or through, reinstating,
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 performance of any of its
obligations under the Contract.
Completion of As soon as the Facilities or any part thereof has, in the
the Facilities opinion of the Contractor, been completed operationally
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and structurally and put in a tight and clean condition as
specified in the Employer’s Requirements, excluding minor
items not materially affecting the operation or safety of the
Facilities, the Contractor shall so notify the Employer in
writing.
Within seven (7) days after receipt of the notice from the
Contractor under GCC Sub-Clause 24.1, the Employer shall
supply the operating and maintenance personnel specified
in the Appendix to the Contract Agreement titled Scope of
Works and Supply by the Employer for Precommissioning of
the Facilities or any part thereof.
Pursuant to the Appendix to the Contract Agreement titled
Scope of Works and Supply by the Employer, the Employer
shall also provide, within the said seven (7) day period, the
raw materials, utilities, lubricants, chemicals, catalysts,
facilities, services and other matters required for
Precommissioning of the Facilities or any part thereof.
As soon as reasonably practicable after the operating and
maintenance 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 accordance with GCC Sub-
Clause 24.2, the Contractor shall commence
Precommissioning of the Facilities or the relevant part
thereof in preparation for Commissioning, subject to GCC
Sub-Clause 25.5.
As soon as all works in respect of Precommissioning 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.
The Project Manager shall, within fourteen (14) days after
receipt of the Contractor’s notice under GCC Sub-Clause
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 Sub-Clause 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 deficiencies, and shall repeat
the procedure described in GCC Sub-Clause 24.4.
If the Project Manager is satisfied that the Facilities or that
part thereof have reached Completion, the Project
Manager shall, within seven (7) days after receipt of the
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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 Contractor in writing of any defects and/or
deficiencies within seven (7) days after receipt of the
Contractor’s repeated notice, and the above procedure
shall be repeated.
If the Project Manager fails to issue the Completion
Certificate and fails to inform the Contractor of any defects
and/or deficiencies within fourteen (14) days after receipt of
the Contractor’s notice under GCC Sub-Clause 24.4 or within
seven (7) days after receipt of the Contractor’s repeated
notice under GCC Sub-Clause 24.5, or if the Employer makes
use of the Facilities or part thereof, then the Facilities or that
part thereof shall be deemed to have reached Completion
as of the date of the Contractor’s notice or repeated notice,
or as of the Employer’s use of the Facilities, as the case may
be.
As soon as possible after Completion, the Contractor shall
complete all outstanding minor items so that the Facilities
are fully in accordance with the requirements of the
Contract, failing which the Employer will undertake such
completion and deduct the costs thereof from any monies
owing to the Contractor.
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 Facilities or the relevant
part thereof.
Commissioning Commissioning
and Operational 25.1.1 Commissioning of the Facilities or any part thereof
Acceptance shall be commenced by the Contractor immediately
after issue of the Completion Certificate by the
Project Manager, pursuant to GCC Sub-Clause 24.5,
or immediately after the date of the deemed
Completion, under GCC Sub-Clause 24.6.
25.1.2 The Employer shall supply the operating and
maintenance personnel 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 Contractor’s and Project Manager’s
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advisory personnel shall attend the Commissioning,
including the Guarantee Test, and shall advise and
assist the Employer.
Guarantee Test
25.2.1 Subject to GCC Sub-Clause 25.5, the Guarantee Test
and repeats 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 to
the Contract Agreement titled Functional
Guarantees. 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
repeats thereof.
25.2.2 If for reasons not attributable to the Contractor, the
Guarantee Test of the Facilities or the relevant part
thereof cannot be successfully completed within the
period from the date of Completion specified in the
PCC 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 Sub-
Clauses 28.2 and 28.3 shall not apply.
Operational Acceptance
25.3.1 Subject to GCC Sub-Clause 25.4 below, Operational
Acceptance 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
completed or has not been carried out for
reasons not attributable to the Contractor
within the period from the date of Completion
specified in the PCC pursuant to GCC Sub-
Clause 25.2.2 above or any other period
agreed upon by the Employer and the
Contractor; or
(c) the Contractor has paid the liquidated
damages specified in GCC Sub-Clause 28.3
hereof; and
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(d) any minor items mentioned in GCC Sub-Clause
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
Sub-Clause 25.3.1 have occurred, the Contractor may
give a notice to the Project Manager requesting the
issue of an Operational Acceptance Certificate in the
form provided in the Employer’s Requirements
(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 Employer, and within seven (7) days after
receipt of the Contractor’s notice, issue an
25.3.4 If within seven (7) 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 shall be deemed to have
been accepted as of the date of the Contractor’s
said notice.
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 provisions 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 Acceptance Certificate for
such facility when it attains Completion, provided
that the Contractor shall thereafter complete any
outstanding minor items that are listed in the
Delayed Precommissioning and/or Guarantee Test
25.5.1 In the event that the Contractor is unable to
proceed with the Precommissioning of the Facilities
pursuant to Sub-Clause 24.3, or with the Guarantee
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Test pursuant to Sub-Clause 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 Contractor’s control, the
provisions leading to “deemed” completion of
activities such as Completion, pursuant to GCC Sub-
Clause 24.6, and Operational Acceptance, pursuant
to GCC Sub-Clause 25.3.4, and Contractor’s
obligations regarding Defect Liability Period,
pursuant to GCC Sub-Clause 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.
Manager that he will be unable to proceed with the
activities and obligations pursuant to above Sub-
Clause 25.5.1, the Contractor shall be entitled to the
following:
(a) the Time of Completion shall be extended for
the period of suspension without imposition
of liquidated damages pursuant to GCC Sub-
Clause 26.2;
(b) payments due to the Contractor in accordance
with the provision specified in the Appendix
to the Contract Agreement titled Terms and
Procedures of Payment, 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 security 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 provision of Sub-
Clause 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
Contractor by the Employer;
(d) the additional charges towards the care of the
Facilities pursuant to GCC Sub-Clause 32.1 shall
Page 355 of 449
be reimbursed to the Contractor by the
Employer for the period between the
notification mentioned above and the
notification mentioned in Sub-Clause 25.5.4
below. The provision of GCC Sub-Clause 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 one
hundred eighty (180) days, the Employer and
Contractor shall mutually agree to any additional
compensation payable to the Contractor.
Manager that the Plant is ready for
Precommissioning, the Contractor shall proceed
without delay in performing Precommissioning in
accordance with Clause 24.
F. Guarantees and Liabilities
Completion The Contractor guarantees that it shall attain Completion of
Time the Facilities (or a part for which a separate time for
Guarantee completion is specified) within the Time for Completion
specified in the PCC pursuant to GCC Sub-Clause 8.2, or within
such extended time to which the Contractor shall be entitled
under GCC Clause 40 hereof.
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 PCC 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 PCC as a percentage rate of
the Contract Price. Once the “Maximum” is reached, the
Employer may consider termination of the Contract, pursuant
to GCC Sub-Clause 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 relieve the Contractor from any of its obligations to
Page 356 of 449

complete the Facilities or from any other obligations and
liabilities of the Contractor under the Contract.
Save for liquidated damages payable under this GCC Sub-
Clause 26.2, the failure by the Contractor to attain any
milestone or other act, matter or thing by any date specified
in the Appendix to the Contract Agreement titled Time
Schedule, and/or other program of work prepared pursuant
to GCC Sub-Clause 18.2 shall not render the Contractor liable
for any loss or damage thereby suffered by the Employer.
If the Contractor attains Completion of the Facilities or any
part thereof 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 PCC. The
aggregate amount of such bonus shall in no event exceed the
amount specified as “Maximum” in the PCC.
Defect Liability The Contractor warrants that the Facilities or any part thereof
shall be free from defects in the design, engineering, materials
and workmanship of the Plant supplied and of the work
executed.
The Defect Liability Period shall be five hundred and forty
(540) days from the date of Completion of the Facilities (or
any part thereof) or one year from the date of Operational
Acceptance of the Facilities (or any part thereof), whichever
first occurs, unless specified otherwise in the PCC pursuant to
If during the Defect Liability Period any defect should be
found in the design, engineering, materials and workmanship
of the Plant supplied 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
discretion, 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 Employer;
(b) operation of the Facilities outside specifications
provided in the Contract; or
(c) normal wear and tear.
The Contractor’s obligations under this GCC Clause 27 shall not
apply to:
Page 357 of 449

(a) any materials that are supplied by the Employer under
GCC Sub-Clause 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 Sub-
Clause 27.7.
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 reasonable opportunity for the
Contractor to inspect any such defect.
The Employer shall afford the Contractor all necessary access
to the Facilities and the Site to enable the Contractor to
perform its obligations 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.
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 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
shall be agreed upon by the Employer and the Contractor.
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 fifteen (15) days), the Employer
may, following notice to the Contractor, proceed to do such
work, and the reasonable costs incurred by the Employer in
connection therewith shall be paid to the Employer by the
Contractor or may be deducted by the Employer from any
Page 358 of 449

monies due the Contractor or claimed under the Performance
Security.
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 reasons.
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, except where
such defects are the result of the gross negligence, fraud, or
criminal or willful action of the Contractor.
In addition, any such component of the Facilities, and during
the period of time as may be specified in the PCC, shall be
subject to an extended defect liability period. Such obligation
of the Contractor shall be in addition to the defect liability
period specified under GCC Sub-Clause 27.2.
Functional The Contractor guarantees that during the Guarantee Test,
Guarantees the Facilities and all parts thereof shall attain the Functional
Agreement titled Functional Guarantees, subject to and upon
the conditions therein specified.
If, for reasons attributable to the Contractor, the minimum
level of the Functional Guarantees specified in the Appendix
to the Contract Agreement titled Functional Guarantees, 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
necessary 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 Sub-Clause
42.2.2.
If, for reasons attributable to the Contractor, the Functional
Agreement titled Functional Guarantees, are not attained
either in whole or in part, but the minimum level of the
Page 359 of 449
Functional Guarantees specified in the said Appendix 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 Facilities or any part thereof that are necessary to
attain the Functional 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 failure to meet the Functional Guarantees in
accordance with the provisions in the Appendix to the
Contract Agreement titled Functional Guarantees.
The payment of liquidated damages under GCC Sub-Clause
28.3, up to the limitation of liability specified in the Appendix
to the Contract Agreement titled Functional Guarantees, shall
completely satisfy the Contractor’s guarantees under GCC
Sub-Clause 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 Contractor,
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.
Patent The Contractor shall, subject to the Employer’s compliance
Indemnity with GCC Sub-Clause 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 infringement
or alleged infringement of any patent, utility model,
registered 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 inferred 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 materials not supplied by
the Contractor, pursuant to the Contract Agreement.
the Employer arising out of the matters referred to in GCC Sub-
Page 360 of 449
Clause 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 settlement of any such
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 Contractor may suffer as a result of any
infringement or alleged infringement of any patent, utility
model, registered design, trademark, copyright or other
intellectual property right registered or otherwise existing at
the date of the Contract arising out of or in connection with
any design, data, drawing, specification, or other documents
or materials provided or designed by or on behalf of the
Employer.
Limitation of Except in cases of criminal negligence or willful misconduct,
Liability (a) neither Party shall be liable to the other Party, whether
in contract, tort, or otherwise, for any indirect or
consequential loss or damage, loss of use, loss of
production, or loss of profits or interest costs, which
may be suffered by the other Party in connection with
the Contract, other than specifically provided as any
obligation of the Party in the Contract, and
(b) the aggregate liability of the Contractor to the
Employer, whether under the Contract, in tort or
otherwise, shall not exceed the amount resulting from
the application of the multiplier specified in the PCC, to
the Contract Price or, if a multiplier is not so specified,
the total Contract Price, provided that this limitation
shall not apply to the cost of repairing or replacing
Page 361 of 449
defective equipment, or to any obligation of the
Contractor to indemnify the Employer with respect to
patent infringement.
G. Risk Distribution
Transfer of Ownership of the Plant (including spare parts) to be imported
Ownership into the 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.
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.
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.
Ownership of any Plant in excess of the requirements for the
Facilities 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.
Notwithstanding the transfer of ownership of the Plant, the
responsibility 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.
Care of The Contractor shall be responsible for the care and custody
Facilities of the Facilities or any part thereof until the date of
Completion of the Facilities 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 Sub-Clauses
32.2 and 38.1.
Page 362 of 449

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 reasonably 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
insurance, 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 responsibility herein,
the Employer shall pay to the Contractor all sums payable in
respect of the Facilities executed, notwithstanding that the
same be lost, destroyed 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 Facilities thereby occasioned, the
Employer shall either request a change in accordance with
GCC Clause 39, excluding the performance of that part of the
Facilities thereby lost, destroyed or damaged, or, where the
loss or damage affects a substantial part of the Facilities, the
Employer shall terminate the Contract pursuant to GCC Sub-
Clause 42.1 hereof.
The Contractor shall be liable for any loss of or damage to any
Contractor’s Equipment, or any other property of the
Contractor used or intended to be used for purposes of the
Facilities, except (i) as mentioned in GCC Sub-Clause 32.2 with
respect to the Contractor’s temporary facilities, and (ii) where
such loss or damage arises by reason of any of the matters
specified in GCC Sub-Clauses 32.2 (b) and (c) and 38.1.
Page 363 of 449
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 Sub-Clause 38.1, the
provisions of GCC Sub-Clause 38.3 shall apply.
Loss of or Subject to GCC Sub-Clause 33.3, the Contractor shall indemnify
Damage to and hold harmless the Employer and its employees and
Property; officers from and against any and all suits, actions or
Accident or administrative proceedings, claims, demands, losses,
Injury to damages, costs, and expenses of whatsoever nature,
Workers; including attorney’s fees and expenses, in respect of the
Indemnifica- death or injury of any person or loss of or damage to any
tion property other than the Facilities whether accepted or not,
arising in connection with the supply and installation of the
Facilities and by reason of the negligence of the Contractor or
its Subcontractors, or their employees, officers or agents,
except any injury, death or property damage caused by the
negligence of the Employer, its contractors, employees,
officers or agents.
the Employer 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 Employer’s name conduct such
proceedings or claim and any negotiations for the settlement
of any such proceedings or claim.
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.
Page 364 of 449
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.
Insurance To the extent specified in the Appendix to the Contract
Agreement titled Insurance Requirements, 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 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.
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 performing its obligations
during the Defect Liability Period.
Covering bodily injury or death suffered by third Parties
including the Employer’s personnel, and loss of or
damage to property occurring in connection with the
supply and installation of the Facilities.
Covering use of all vehicles used by the Contractor or its
Subcontractors, whether or not owned by them, in
connection with the execution of the Contract.
Page 365 of 449
Such other insurances as may be specifically agreed
upon by the Parties hereto as listed in the Appendix to
the Contract Agreement titled Insurance Requirements.
The Employer shall be named as co-insured under all insurance
policies taken out by the Contractor pursuant to GCC Sub-
Clause 34.1, except for the Third Party Liability, Workers’
Compensation and Employer’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 Sub-Clause 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 performance of the Contract shall be waived
under such policies.
The Contractor shall, in accordance with the provisions of the
Appendix to the Contract Agreement titled Insurance
Requirements, deliver to the Employer certificates of
insurance or copies of the insurance policies as evidence that
the required policies are in full force and effect. The
certificates shall provide that no less than twenty-one (21)
days’ notice shall be given to the Employer by insurers prior to
cancellation or material modification of a policy.
The Contractor shall ensure that, where applicable, its
Subcontractor(s) shall take out and maintain in effect
adequate insurance policies 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.
The Employer shall at its expense take out and maintain in
effect during the performance of the Contract those
insurances specified in the Appendix to the Contract
Agreement titled Insurance Requirements, in the sums and
with the deductibles and other conditions specified in the said
Appendix. The Contractor and the Contractor’s
Subcontractors shall be named as co-insureds under all such
policies. All insurers’ 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 satisfactory evidence
that the required insurances are in full force and effect. The
policies shall provide that not less than twenty-one (21) days’
notice shall be given to the Contractor by all insurers prior to
any cancellation or material modification of the policies. If so
requested by the Contractor, the Employer shall provide
Page 366 of 449
copies of the policies taken out by the Employer under this
If the Contractor fails to take out and/or maintain in effect the
insurances referred to in GCC Sub-Clause 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 recover 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 insurances,
the Contractor shall nevertheless have no liability or
responsibility towards the Employer, and the Contractor shall
have full recourse against the Employer for any and all
liabilities of the Employer herein.
Unless otherwise provided in the Contract, the Contractor
shall prepare 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 Employer’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.
Unforeseen If, during the execution of the Contract, the Contractor shall
Conditions encounter 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 contractor 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
Page 367 of 449
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 performing 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 proposes 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 Employer and Contractor and decide upon the
actions to be taken to overcome the physical conditions or
artificial obstructions encountered. Following such
consultations, the Project Manager shall instruct the
Contractor, with a copy to the Employer, of the actions to be
taken.
Any reasonable additional cost and expense incurred by the
Contractor 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.
If the Contractor is delayed or impeded in the performance of
the Contract because of any such physical conditions or
artificial obstructions referred to in GCC Sub-Clause 35.1, the
GCC Clause 40.
Page 368 of 449

Change in If, after the date twenty-eight (28) days prior to the date of
Laws and Bid submission, in the country where the Site is located, any
Regulations law, regulation, ordinance, order or by-law having the force of
law is enacted, promulgated, abrogated or changed which
shall be deemed to include any change in interpretation or
application by the competent authorities, that subsequently
affects the costs and expenses of the Contractor and/or the
Time for Completion, the Contract Price shall be
correspondingly increased or decreased, and/or the Time for
Completion shall be reasonably adjusted to the extent that
the Contractor has thereby been affected in the performance
of any of its obligations under the Contract. 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 PCC pursuant to GCC Sub-
Clause 11.2.
Force Majeure “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 affected, 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 terrorist 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 congestion, lack of usual means of public
transportation and communication, industrial dispute,
shipwreck, shortage or restriction 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
(f) shortage of labor, materials or utilities where caused by
circumstances that are themselves Force Majeure.
Page 369 of 449
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 fourteen (14) days after the occurrence of such
event.
The Party who has given such notice shall be excused from the
performance or punctual performance of its obligations under
the Contract 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.
The Party or Parties affected by the event of Force Majeure
shall use reasonable efforts to mitigate the effect thereof
upon its or their performance of the Contract and to fulfill its
or their obligations under the Contract, but without prejudice
to either Party’s right to terminate the Contract under GCC
Sub-Clauses 37.6 and 38.5.
No delay or nonperformance 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
expense occasioned thereby, subject to GCC Sub-
Clauses 32.2, 38.3 and 38.4
if and to the extent that such delay or nonperformance is
caused by the occurrence of an event of Force Majeure.
If the performance of the Contract is substantially prevented,
hindered or delayed 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 one or more events of Force
Majeure during the currency of the Contract, the Parties will
notice to the other, but without prejudice to either Party’s
right to terminate the Contract under GCC Sub-Clause 38.5.
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.
Notwithstanding GCC Sub-Clause 37.5, Force Majeure shall not
apply to any obligation of the Employer to make payments to
the Contractor herein.
Page 370 of 449

War Risks “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 explosive of war, occurring or existing in or near
the country (or countries) where the Site is located.
Contractor shall have no liability whatsoever for or with respect
to
(a) destruction of or damage to Facilities, Plant, or any part
thereof;
(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 harmless 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.
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 purposes 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
(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, excluding the performance of that part of
the Facilities thereby destroyed or damaged or, where the
loss, destruction or damage affects 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
Page 371 of 449
GCC 40.
Employer shall pay the Contractor for any increased costs or
incidentals to the execution of the Contract that are in any
way attributable to, consequent 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.
If during the performance of the Contract any War Risks shall
occur that financially or otherwise materially affect the
execution of the Contract 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
prevented 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
notice to the other.
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
Change in the 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 during 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 constitute 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 Value Engineering: The Contractor may prepare, at its
own cost, a value engineering proposal at any time
Page 372 of 449

during the performance of the contract. The value
engineering proposal shall, at a minimum, include the
following;
(a) the proposed change(s), and a description of the
difference to the existing contract requirements;
(b) a full cost/benefit analysis of the proposed
change(s) including a description and estimate of
costs (including life cycle costs) the Employer may
incur in implementing the value engineering
proposal; and
(c) a description of any effect(s) of the change on
performance/functionality.
The Employer may accept the value engineering
proposal if the proposal demonstrates benefits that:
(a) accelerates the delivery period; or
(b) reduces the Contract Price or the life cycle costs to
the Employer; or
(c) improves the quality, efficiency, safety or
sustainability of the Facilities; or
(d) yields any other benefits to the Employer,
without compromising the necessary functions of the
Facilities.
If the value engineering proposal is approved by the
Employer and results in:
(a) a reduction of the Contract Price; the amount to be
paid to the Contractor shall be the percentage
specified in the PCC of the reduction in the Contract
Price; or
(b) an increase in the Contract Price; but results in a
reduction in life cycle costs due to any benefit
described in (a) to (d) above, the amount to be paid
to the Contractor shall be the full increase in the
Contract Price.
39.1.3Notwithstanding GCC Sub-Clauses 39.1.1 and 39.1.2, no
change made necessary because of any default of the
Contractor 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 details and forms are provided in the
Employer’s Requirements (Forms and Procedures).
Changes Originating from Employer
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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 furnish 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
(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 Sub-Clause 39.2.2 (a), the Contractor shall,
with proper expedition, proceed with the preparation
of the Change Proposal, in accordance with GCC Sub-
Clause 39.2.1.
39.2.4 The pricing of any Change shall, as far as practicable,
be calculated 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 originally set
forth in Article 2 (Contract Price) of the Contract
Agreement by more than fifteen percent (15%), the
Page 374 of 449
Contractor may give a written 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 contained. Within fourteen (14) days
after such agreement, the Employer shall, if it intends
to proceed with the Change, issue the Contractor with
a Change Order.
If the Employer is unable to reach a decision within
fourteen (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 fourteen (14) days, notify the Contractor
accordingly. Under such circumstances, the
Contractor shall be entitled to reimbursement of all
costs reasonably incurred by it in the preparation of
the Change Proposal, provided that these do not
exceed the amount given by the Contractor in its
Estimate for Change Proposal submitted in accordance
with GCC Sub-Clause 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 Contractor to
proceed with the Change by issue of a “Pending
Agreement Change Order.”
Upon receipt of a Pending Agreement Change Order,
the Contractor 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.
Page 375 of 449

If the Parties cannot reach agreement within sixty (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
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 Manager a written “Application for Change
Proposal,” giving reasons for the proposed Change
and including the information specified in GCC Sub-
Clause 39.1.2.
Upon receipt of the Application for Change Proposal,
the Parties shall follow the procedures outlined in GCC
Sub-Clauses 39.2.6 and 39.2.7. However, the
Contractor shall not be entitled to recover the costs of
preparing the Application for Change Proposal.
Extension of The Time(s) for Completion specified in the PCC pursuant to
Time for GCC Sub-Clause 8.2 shall be extended if the Contractor is
Completion delayed or impeded in the performance of any of its
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,
Appendix to the Contract Agreement titled ,or any
activity, act or omission of the Employer, or the Project
Manager, or any other contractors employed by the
Employer, or
(f) any delay on the part of a Subcontractor, 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, or
(g) delays attributable to the Employer or caused by
customs, or
(h) any other matter specifically mentioned in the Contract
Page 376 of 449
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.
Except where otherwise specifically provided in the Contract,
the Contractor 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 reasonable time extension, the
Contractor shall be entitled to refer the matter to a Dispute
Board, pursuant to GCC Sub-Clause 46.1.
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 Contract Price.
Suspension 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 obligations
necessary for the care or preservation of the Facilities, until
ordered in writing to resume such performance by the Project
Manager.
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 ninety (90) days, then at any time thereafter and
Page 377 of 449
provided that at that time such performance is still
suspended, the Contractor may give a notice to the Project
Manager requiring that the Employer shall, within twenty-
eight (28) days of receipt of the notice, order the resumption
of such performance or request and subsequently order a
change in accordance with GCC Clause 39, excluding the
performance 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 suspension, 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.
If
(a) the Employer has failed to pay the Contractor any sum
due under the Contract within the specified period, has
failed to approve any invoice or supporting documents
without just cause pursuant to the Appendix to the
Contract Agreement titled Terms and Procedures of
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
interest, 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
receipt of the Contractor’s notice or
(b) the Contractor is unable to carry out any of its obligations
under 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 accordance with GCC Sub-Clause 10.2, or
failure to obtain any governmental permit necessary for
the execution and/or completion of the Facilities,
then the Contractor may by fourteen (14) days’ notice
to the Employer suspend performance of all or any of its
obligations under the Contract, or reduce the rate of
progress.
If the Contractor’s performance of its obligations is
suspended or the rate of progress is reduced pursuant to this
Page 378 of 449
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.
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.
Termination 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 refers to this GCC Sub-Clause 42.1.
Sub-Clause 42.1.1, the Contractor shall either
immediately or upon the date specified in the notice of
termination
the Employer may specify in the notice of
termination for the sole purpose of protecting
condition
(d) (ii) below
(c) remove all Contractor’s Equipment from the Site,
repatriate the Contractor’s and its
Subcontractors’ personnel from the Site, remove
from the Site any wreckage, rubbish and debris of
any kind, and leave the whole of the Site in a clean
and safe condition, and
Clause 42.1.3,
as of the date of termination, and, as may be
required by the Employer, in any
Page 379 of 449
Contractor and its Subcontractors; and
(iii) deliver to the Employer all non-proprietary
drawings, specifications and other
documents prepared by the Contractor or its
Subcontractors as at the date of termination
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 following 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 Subcontractors’ personnel
(c) any amounts to be paid by the Contractor to its
Subcontractors in connection with the
termination of any subcontracts, including any
cancellation charges
(d) costs incurred by the Contractor in protecting the
Facilities and leaving the Site in a clean and safe
condition pursuant to paragraph (a) of GCC Sub-
Clause 42.1.2
(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 Contract and that are not
covered by paragraphs (a) through (d) above.
Termination for Contractor’s Default
42.2.1 The Employer, without prejudice to any other rights or
remedies 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 resolution is passed
or order is made for its winding up, other than a
voluntary liquidation for the purposes of
amalgamation or reconstruction, a receiver is
appointed over any part of its undertaking or
Page 380 of 449

assets, or if the Contractor takes or suffers any
other analogous action in consequence 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.
(c) if the Contractor, in the judgment of the Employer
has engaged in Fraud and Corruption, as defined
in paragrpah 2.2 a. of Appendix B to the GCC, in
competing for or in executing the Contract.
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 pursuant to GCC Sub-Clause 41.2, the
progress of Contract performance for more than
twenty-eight (28) days after receiving a written
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, services or labor 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 reasonable
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 Contractor stating the nature of the
default and requiring the Contractor to remedy the
same. If the Contractor fails to remedy or to take
steps to remedy the same within fourteen (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
Sub-Clauses 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
Employer may specify in the notice of termination
Page 381 of 449
for the sole purpose of protecting that part of the
Facilities already executed, or any work required to
leave the Site in a clean and safe condition
(d) below
(c) deliver to the Employer the parts of the Facilities
executed by the Contractor up to the date of
termination
(d) to the extent legally possible, assign to 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 Subcontractors
(e) deliver to the Employer all drawings, specifications
and other documents prepared by the Contractor
or its Subcontractors as of the date of termination
42.2.4 The Employer may enter upon the Site, expel the
Contractor, and complete the Facilities itself or by
employing any third Party. The Employer may, to the
exclusion of any right of the Contractor 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 persons 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 installation 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 returned 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 entitled 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
Page 382 of 449
Plant on the Site, and the costs, if any, incurred in
protecting the Facilities and in leaving the Site in a clean
and safe condition pursuant to paragraph (a) of GCC
Sub-Clause 42.2.3. Any sums due the Employer from the
Contractor accruing prior to the date of termination
shall be deducted 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 under GCC Sub-Clause 42.2.5, the Contractor
shall pay the balance to the Employer, and if such
excess is less than the sums due the Contractor under
GCC Sub-Clause 42.2.5, the Employer 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.
Termination by the Contractor
42.3.1 If
(a) the Employer has failed to pay the Contractor any
sum due under the Contract within the specified
period, has failed to approve any invoice or
supporting documents without just cause
pursuant to the Appendix to the Contract
Agreement titled Terms and Procedures of
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 interest, fails to
approve such invoice or supporting documents or
give its reasons for withholding such approval,
fails to remedy the breach or take steps to
Page 383 of 449

receipt of the Contractor’s notice, or
(b) the Contractor is unable to carry out any of its
obligations under 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 reasons for withholding such
approval, or to remedy the breach within twenty-eight
(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 twenty-eight (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
liquidation for the purposes of amalgamation or
reconstruction), a receiver 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.
42.3.1 or 42.3.2, then the Contractor shall immediately
may be necessary for the purpose of protecting
condition
(d) (ii)
Page 384 of 449

(c) remove all Contractor’s Equipment from the Site
and repatriate the Contractor’s and its
Subcontractors’ personnel from the Site, and
Clause 42.3.4,
as of the date of termination, and, as may
be required by the Employer, in any
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.
42.3.1 or 42.3.2, the Employer shall pay to the Contractor
all payments specified in GCC Sub-Clause 42.1.3, and
reasonable compensation for all loss, except for loss of
profit, or damage sustained by the Contractor arising
out of, in connection with or in consequence 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.
In this GCC Clause 42, the expression “Facilities executed”
shall include 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.
In this GCC Clause 42, in calculating any monies due from the
Employer to the Contractor, account shall be taken of any sum
previously paid by the Employer to the Contractor under the
Contract, including any advance payment paid pursuant to the
Appendix to the Contract Agreement titled Terms and
Procedures of Payment.
Page 385 of 449
Assignment Neither the Employer nor the Contractor shall, without the
express prior written consent of the other Party, which
consent shall not be unreasonably withheld, assign to any
third Party the Contract or any part thereof, or any right,
benefit, obligation or interest therein or thereunder, except
that the Contractor shall be entitled to assign either absolutely
or by way of charge any monies due and payable to it or that
may become due and payable to it under the Contract.
Export Notwithstanding any obligation under the Contract to
Restrictions complete all export formalities, any export restrictions
attributable to the Employer, to the country of the Employer
or to the use of the Plant and Installation Services to be
supplied which arise from trade regulations from a country
supplying those Plant and Installation Services, and which
substantially impede the Contractor from meeting its
obligations under the Contract, shall release the Contractor
from the obligation to provide deliveries or services, always
provided, however, that the Contractor can demonstrate to
the satisfaction of the Employer and of the Bank that it has
completed all formalities in a timely manner, including
applying for permits, authorizations and licenses necessary
for the export of the Plant and Installation Services under the
terms of the Contract. Termination of the Contract on this
basis shall be for the Employer’s convenience pursuant to Sub-
Clause 42.1.
I. Claims, Disputes and Arbitration
Contractor’s If the Contractor considers himself to be entitled to any
Claims extension of the Time for Completion and/or any additional
payment, under any Clause of these Conditions or otherwise in
connection with the Contract, the Contractor shall submit a
notice to the Project Manager, describing 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
required by the Contract, and supporting particulars for the
claim, all as relevant to such event or circumstance.
Page 386 of 449

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 notice 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 supporting particulars of the basis of
the claim and of the extension of time and/or additional
payment claimed. If the event or circumstance giving rise to
the claim has a continuing effect:
(a) this fully detailed claim shall be considered as interim;
(b) the Contractor shall send further interim claims at
monthly intervals, giving the accumulated delay and/or
amount claimed, and such further particulars as the
Project Manager may reasonably 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 supporting a previous claim, or within such other
period as may be proposed 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
particulars, 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 provision of the Contract. Unless and until the
particulars supplied are sufficient to substantiate the whole of
the claim, the Contractor shall only be entitled to payment for
such part of the claim as 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
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(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 Contract.
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 second
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 46 hereof.
Disputes and Appointment of the Dispute Board
Arbitration Disputes shall be referred to a DB for decision in accordance
with GCC Sub-Clause 46.3. The Parties shall appoint a DB by
the date stated in the PCC.
The DB shall comprise, as stated in the PCC, either one or
three suitably qualified persons (“the members”), each of
whom shall meet the criteria set forth in Sub-Clause 3 of
Appendix A- General Conditions of Dispute Board Agreement..
If the number is not so stated and the Parties do not agree
otherwise, the DB shall comprise three persons, one of whom
shall serve as chairman.
If the Contract is with a foreign Contractor, the DB members
shall not have the same nationality as the Employer or the
Contractor.
If the Parties have not jointly appointed the DB 21 days before
the date stated in the PCC and the DB is to comprise 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 PCC,
the members shall be selected from those on the list, other
than anyone who is unable or unwilling to accept
appointment to the DB.
The agreement between the Parties and either the sole
member or each of the three members shall incorporate by
reference the General Conditions of Dispute Board Agreement
contained in the Appendix to these General Conditions, with
such amendments as are agreed between them.
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The DB shall be deemed to be constituted on the date the
Parties and the sole member or the three members (as the
case may be) of the DB have all signed a DB agreement.
The terms of the remuneration of either the sole member or
each of the three members, including the remuneration of any
expert whom the DB 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 appointment of the DB (including each member)
shall expire when the Operational Acceptance Certificate has
been issued in accordance with GCC Sub-Clause 25.3.
Failure to Agree on the Composition of the Dispute Board
If any of the following conditions apply, namely:
(a) the Parties fail to agree upon the appointment of the sole
member of the DB by the date stated in the first
paragraph of GCC Sub-Clause 46.1,
(b) either Party fails to nominate a member (for approval by
the other Party) of a DB 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 DB 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 appointment,
then the appointing entity or official named in the PCC shall,
upon the request of either or both of the Parties and after due
consultation with both Parties, appoint this member of the
DB. This appointment shall be final and conclusive. Each Party
shall be responsible for paying one-half of the remuneration
of the appointing entity or official.
Obtaining Dispute Board’s Decision
If a dispute (of any kind whatsoever) arises between the
Parties in connection with the performance of the Contract,
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including any dispute as to any certificate, determination,
instruction, opinion or valuation of the Project Manager,
either Party may refer the dispute in writing to the DB 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 DB of three persons, the DB shall be deemed to have
received such reference on the date when it is received by the
chairman of the DB.
Both Parties shall promptly make available to the DB all such
additional information, further access to the Site, and
appropriate facilities, as the DB may require for the purposes
of making a decision on such dispute. The DB 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 DB and approved by
both Parties, the DB 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 effect to it unless and until it shall be revised in
an amicable settlement or an arbitral award as described
below. Unless the Contract has already been abandoned,
repudiated or terminated, the Contractor shall continue with
the performance of the Facilities in accordance with the
Contract.
If either Party is dissatisfied with the DB’s decision, then
either Party may, within 28 days after receiving the decision,
give notice to the other Party of its dissatisfaction and
intention to commence arbitration. If the DB fails to give its
decision within the period of 84 days (or as otherwise
approved) after receiving such reference, then either Party
may, within 28 days after this period has expired, 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 46.6 and 46.7, neither Party shall be
entitled to commence arbitration of a dispute unless a notice
of dissatisfaction has been given in accordance with this Sub-
Clause.
If the DB 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 DB’s
Page 390 of 449

decision, then the decision shall become final and binding
upon both Parties.
Amicable Settlement
Where notice of dissatisfaction has been given under GCC
Sub-Clause 46.3 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.
Arbitration
Unless indicated otherwise in the PCC, any dispute not
settled amicably and in respect of which the DB’s decision (if
any) has not become final and binding shall be finally settled
by arbitration. Unless otherwise agreed by both Parties,
arbitration shall be conducted as follows:
(a) For contracts with foreign contractors:
unless otherwise specified in the PCC; the dispute shall
be finally settled under the Rules of Arbitration of the
International Chamber of Commerce; by one or three
arbitrators appointed in accordance with these Rules.
The place of arbitration shall be the neutral location
stated in the PCC; and the arbitration shall be conducted
in the ruling language stated in the PCC;
and
(b) For contracts with domestic contractors, arbitration
with proceedings conducted in accordance with the
laws of the Employer’s Country.
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 DB,
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
arbitrator(s) to the evidence or arguments previously put
before the DB to obtain its decision, or to the reasons for
dissatisfaction given in its notice of dissatisfaction. Any
decision of the DB shall be admissible in evidence in the
arbitration.
Arbitration may be commenced prior to or after completion
of the Facilities. The obligations of the Parties, the Project
Page 391 of 449
Manager and the DB shall not be altered by reason of any
arbitration being conducted during the progress of the
execution of the Facilities.
Failure to Comply with Dispute Board’s Decision
In the event that a Party fails to comply with a DB decision
which has become final and binding, then the other Party
may, without prejudice to any other rights it may have, refer
the failure itself to arbitration under GCC Sub-Clause 46.5. GCC
Sub-Clauses 46.3 and 46.4 shall not apply to this reference.
Expiry of Dispute Board’s Appointment
If a dispute arises between the Parties in connection with the
performance of the Contract, and there is no DB in place,
whether by reason of the expiry of the DB’s appointment or
otherwise:
(a) GCC Sub-Clauses 46.3 and 46.4 shall not apply, and
(b) the dispute may be referred directly to arbitration under
GCC Sub-Clause 46.5
APPENDIX A
General Conditions of Dispute Board Agreement
Page 392 of 449

1. Definitions
Each “Dispute Board Agreement” is a tripartite agreement by and between:
the “Employer”;
the “Contractor”; and
the “Member” who is defined in the Dispute Board Agreement as being:
(i) the sole member of the “DB” 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 “DB” (or “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 following 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 Employer, 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.
Page 393 of 449

a) When appointing the Member, the Employer and the Contractor relied upon the
Member’s representations that he/she is:has at least a bachelor’s degree in
relevant disciplines such as law, engineering, construction management or
contract management;
b) has at least ten years of experience in contract administration/management and
dispute resolution, out of which at least five years of experience as an arbitrator or
adjudicator in construction-related disputes;
c) has received formal training as an adjudicator from an internationally recognized
organization;
d) has experience and/or is knowledgeable in the type of work which the Contractor
is to carry out under the Contract;
e) has experience in the interpretation of construction and/or engineering contract
documents; and
f) is fluent in the language for communications defined in GCC Sub-Clause 5.3 (or the
language as agreed between the Parties and the DB).
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 Agreement;
(b) not previously have been employed as a consultant or otherwise by the

Employer, the Contractor 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), before 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 Employer, 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 Sub-Clause 46.3;
(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;
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(g) not while a Member enter into discussions or make any agreement with the
Employer, the Contractor 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 DB’s activities and hearings as
private and confidential, and not publish or disclose them without the prior
written consent of the Employer, the Contractor and the Other Members (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’s Personnel
shall not request advice from or consultation with the Member regarding the Contract,
otherwise than in the normal course of the DB’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 harmless 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 DB under GCC Sub-
Clause 46.3, which will require the Member to make a site visit and attend a hearing, the
Page 395 of 449
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 Member.
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 relevant 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 Facilities.
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 Facilities, 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 resigns 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 two 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 Member’s duties, as well as the cost of
telephone calls, courier charges, faxes and telexes: a receipt shall be required
Page 396 of 449

for each item in excess of five percent of the daily fee referred 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 PCC shall determine the amount of the fees to be used.
The Member shall submit invoices for payment of the monthly retainer and air fares
quarterly in advance. Invoices for other expenses and for daily fees shall be submitted
following the conclusion of a site visit or hearing. All invoices shall be accompanied by a
brief description of activities 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 receiving 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 other amount which may be required to maintain the operation of the
DB; and without prejudice to the Employer’s rights or remedies. In addition to all other
rights arising from this default, the Employer shall be entitled to reimbursement of all
sums paid in excess of one-half of these payments, plus all costs of recovering these
sums and financing charges calculated at the rate specified in accordance with GCC Sub-
Clause 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.
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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 notice shall take effect when received by them both.
Any such notice, resignation and termination shall be final and binding on the Employer,
the Contractor 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 DB 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.
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Appendix A
DISPUTE BOARD GUIDELINES
1. Unless otherwise agreed by the Employer and the Contractor, the DB 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 DB, 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 DB, the
Employer and the Contractor, or in the absence of agreement, shall be decided by the DB.
The purpose of site visits is to enable the DB to become and remain acquainted with the
progress of the execution of the Contract 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 co-operation 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 DB 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 DB one copy of all documents
which the DB may request, including Contract documents, progress reports, variation
instructions, certificates and other documents pertinent to the performance of the
Contract. All communications between the DB and the Employer or the Contractor shall
be copied to the other Party. If the DB 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 DB in accordance with GCC Sub-Clause 46.3, the DB
shall proceed in accordance with GCC Sub-Clause 46.3 and these Guidelines. Subject to the
time allowed to give notice of a decision and other relevant factors, the DB 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 DB 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.
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7. Except as otherwise agreed in writing by the Employer and the Contractor, the DB
shall have power to adopt an inquisitorial procedure, to refuse admission to hearings or
audience at hearings to any persons other than representatives of the Employer, the
Contractor and the Project Manager, and to proceed in the absence of any Party who the
DB 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 DB, among other things, to:
(a) establish the procedure to be applied in deciding a dispute,
(b) decide upon the DB’s own jurisdiction, and as to the scope of any dispute
referred 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 DB so consider necessary and the Parties agree, a
suitable expert/s (including legal and technical expert(s)) at the cost of the
Parties to give advice on a specific matter/s relevant to the dispute.
9. The DB shall not express any opinions during any hearing concerning the merits of
any arguments advanced by the Parties. Thereafter, the DB shall make and give its decision
in accordance with GCC Sub-Clause 46.3, or as otherwise agreed by the Employer and the
Contractor in writing. If the DB comprises three persons:
(a) it shall convene in private after a hearing, in order to have discussions and
prepare its decision;
(b) it shall endeavor to reach a unanimous decision: if this proves impossible the
applicable decision shall be made by a majority of the Members, who may
require the minority Member to prepare a written report for submission to
the Employer and the Contractor; and
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(c) if a Member fails to attend a meeting or hearing, or to fulfil any required
function, the other 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.
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APPENDIX B
Fraud and Corruption
(Text in this Appendix shall not be modified)
1. Purpose
2. Requirements
i. “corrupt practice” is the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence improperly the
actions of another party;
ii. “fraudulent practice” is any act or omission, including
misrepresentation, that knowingly or recklessly misleads, or
attempts to mislead, a party to obtain financial or other benefit or to
avoid an obligation;
designed to achieve an improper purpose, including to influence
improperly the actions of another party;
iv. “coercive practice” is impairing or harming, or threatening to impair
or harm, directly or indirectly, any party or the property of the party
to influence improperly the actions of a party;
(a) Deliberately destroying, falsifying, altering, or concealing of
evidence material to the investigation or making false
statements to investigators in order to materially impede a
Bank investigation into allegations of a corrupt, fraudulent,
coercive, or collusive practice; and/or threatening, harassing,
or intimidating any party to prevent it from disclosing its
knowledge of matters relevant to the investigation or from
pursuing the investigation; or
inspection and audit rights provided for under paragraph 2.2
e. below.
recommended for award, any of its personnel, or its agents, or its sub-consultants,
sub-contractors, service providers, suppliers and/ or their employees, has, directly
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or indirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive
practices in competing for the contract in question;
and/or execution of the contract in question, without the Borrower having taken
timely and appropriate action satisfactory to the Bank to address such practices
when they occur, including by failing to inform the Bank in a timely manner at the
time they knew of the practices;
project;
permit the Bank to inspect4 all accounts, records and other documents relating to
the procurement process, selection and/or contract execution, and to have them
audited by auditors appointed by the Bank.
2
contract.
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APPENDIX C
Metrics for Progress Reports- Environmental and Social

(ES)
[Note to Employer: the following metrics is taken from large Work’s Standard
Procurement Documents (SPDs). This should be suitably amended to reflect the
specifics of the Contract. The Employer shall ensure that the metrics provided are
appropriate for Plant and impacts/key issues identified in the environmental and
social assessment].
Metrics for regular reporting:
a. environmental incidents or non-compliances with contract requirements,

including contamination, pollution or damage to ground or water supplies;
b. health and safety incidents, accidents, injuries that require treatment and all
fatalities;
c. interactions with regulators: identify agency, dates, subjects, outcomes (report
the negative if none);
d. status of all permits and agreements:
(i) work permits: number required, number received, actions taken for those
not received;
(ii) status of permits and consents:
• list areas/facilities with permits required (quarries, asphalt & batch
plants), dates of application, dates issued (actions to follow up if not
issued), dates submitted to resident engineer (or equivalent), status of
area (waiting for permits, working, abandoned without reclamation,
decommissioning plan being implemented, etc.);
• list areas with landowner agreements required (borrow and spoil
areas, camp sites), dates of agreements, dates submitted to resident
engineer (or equivalent);
• identify major activities undertaken in each area in the reporting period
and highlights of environmental and social protection (land clearing,
boundary marking, topsoil salvage, traffic management,
decommissioning planning, decommissioning implementation);
• for quarries: status of relocation and compensation (completed, or
details of activities and current status in the reporting period).
e. health and safety supervision:
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(i) safety officer: number days worked, number of full inspections & partial
inspections, reports to construction/project management;
(ii) number of workers, work hours, metric of PPE use (percentage of workers
with full personal protection equipment (PPE), partial, etc.), worker
violations observed (by type of violation, PPE or otherwise), warnings
given, repeat warnings given, follow-up actions taken (if any);
f. worker accommodations:
(i) number of expats housed in accommodations, number of locals;
(ii) date of last inspection, and highlights of inspection including status of
accommodations’ compliance with national and local law and good
practice, including sanitation, space, etc.;
(iii) actions taken to recommend/require improved conditions, or to improve
conditions.
g. Health services: provider of health services, information and/or training, location
of clinic, number of non-safety disease or illness treatments and diagnoses (no
names to be provided);
h. gender (for expats and locals separately): number of female workers, percentage
of workforce, gender issues raised and dealt with (cross-reference grievances or
other sections as needed);
i. training:
(i) number of new workers, number receiving induction training, dates of
induction training;
(ii) number and dates of toolbox talks, number of workers receiving
Occupational Health and Safety (OHS), environmental and social training;
(iii) number and dates of communicable diseases (including STDs) sensitization
and/or training, no. workers receiving training (in the reporting period and
in the past); same questions for gender sensitization, flag person training.
(iv) number and date of SEA prevention and SH sensitization and/or training
events, including number of workers receiving training on Code of Conduct
for Contractor’s and Subcontractor’s Personnel (in the reporting period
and in the past), etc.
j. environmental and social supervision:
(i) environmentalist: days worked, areas inspected and numbers of inspections
of each (road section, work camp, accommodations, quarries, borrow areas,
spoil areas, swamps, forest crossings, etc.), highlights of activities/findings
(including violations of environmental and/or social best practices, actions
taken), reports to environmental and/or social specialist/construction/site
management;
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(ii) sociologist: days worked, number of partial and full site inspections (by
area: road section, work camp, accommodations, quarries, borrow areas,
spoil areas, clinic, HIV/AIDS center, community centers, etc.), highlights of
activities (including violations of environmental and/or social requirements
observed, actions taken), reports to environmental and/or social
specialist/construction/site management; and
(iii) community liaison person(s): days worked (hours community center
open), number of people met, highlights of activities (issues raised, etc.),
reports to environmental and/or social specialist /construction/site
management.
k. Grievances: list new grievances (e.g. number of allegations of SEA and SH) received
in the reporting period and number of unresolved past grievances by date received,
complainant’s age and sex, how received, to whom referred to for action,
resolution and date (if completed), data resolution reported to complainant, any
required follow-up (Cross-reference other sections as needed):
(i) Worker grievances;
(ii) Community grievances
l. Traffic, road safety and vehicles/equipment:
(i) traffic and road safety incidents and accidents involving project vehicles &
equipment: provide date, location, damage, cause, follow-up;
(ii) traffic and road safety incidents and accidents involving non-project
vehicles or property (also reported under immediate metrics): provide
date, location, damage, cause, follow-up;
(iii) overall condition of vehicles/equipment (subjective judgment by
environmentalist); non-routine repairs and maintenance needed to
improve safety and/or environmental performance (to control smoke,
etc.).
m. Environmental mitigations and issues (what has been done):
(i) dust: number of working bowsers, number of waterings/day, number of
complaints, warnings given by environmentalist, actions taken to resolve;
highlights of quarry dust control (covers, sprays, operational status); % of
rock/ spoil lorries with covers, actions taken for uncovered vehicles;
(ii) erosion control: controls implemented by location, status of water
crossings, environmentalist inspections and results, actions taken to
resolve issues, emergency repairs needed to control
erosion/sedimentation;
(iii) quarries, borrow areas, spoil areas, asphalt plants, batch plants: identify
major activities undertaken in the reporting period at each, and highlights
of environmental and social protection: land clearing, boundary marking,
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topsoil salvage, traffic management, decommissioning planning,
decommissioning implementation;
(iv) blasting: number of blasts (and locations), status of implementation of
blasting plan (including notices, evacuations, etc.), incidents of off-site
damage or complaints (cross-reference other sections as needed);
(v) spill clean-ups, if any: material spilled, location, amount, actions taken,
material disposal (report all spills that result in water or soil contamination;
(vi) waste management: types and quantities generated and managed,
including amount taken offsite (and by whom) or
reused/recycled/disposed on-site;
(vii) details of tree plantings and other mitigations required undertaken in the
reporting period;
(viii) details of water and swamp protection mitigations required undertaken in
the reporting period.
n. compliance:
(i) compliance status for conditions of all relevant consents/permits, for the
Work, including quarries, etc.): statement of compliance or listing of issues
and actions taken (or to be taken) to reach compliance;
(ii) compliance status of C-ESMP/ESIP requirements: statement of compliance
or listing of issues and actions taken (or to be taken) to reach compliance
(iii) compliance status of SEA and SH prevention and response action plan:
statement of compliance or listing of issues and actions taken (or to be
taken) to reach compliance
(iv) compliance status of Health and Safety Management Plan re: statement of
compliance or listing of issues and actions taken (or to be taken) to reach
compliance
(v) other unresolved issues from previous reporting periods related to
environmental and social: continued violations, continued failure of
equipment, continued lack of vehicle covers, spills not dealt with,
continued compensation or blasting issues, etc. Cross-reference other
sections as needed.
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Appendix D: Sexual Exploita?on and Abuse (SEA) and/or

Sexual Harassment (SH) Performance Declara?on for
Subcontractors
[The following table shall be filled in by each subcontractor proposed by the Contractor, that was not
named in the Contract]
Subcontractor’s Name: [insert full name]
Contract reference [insert contract reference]
We:
obligations.
¨ (b) are subject to disqualification by the Bank for non-compliance with SEA/ SH obligations.
¨ (c) had been subject to disqualificaFon by the Bank for non-compliance with SEA/ SH
obligaFons. An arbitral award on the disqualificaFon case has been made in our favor.
Name of the Subcontractor
Name of the person duly authorized to sign on behalf of the Subcontractor _______
Title of the person signing on behalf of the Subcontractor ______________________
Countersignature of authorized representaFve of the Contractor:

Signature: ________________________________________________________
DETAILS OF WORK & SERVICES FOR 7YEARS OPERATION AND & MAINTENANCE OF
SPGP & PDN AND RELIABLE SUPPLY TO CONSUMERS
1. PROJECT DESCRIPTION
1.1 Solar Power Generation Plant
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SPV Mini-Grid Lot No-_______Mini grid No ________, ------kW (--------kWp DC ) Solar
Power Generation Plant consists of Solar PV Modules, Inverters, Battery Energy
Storage System(BESS), Transformers, Diesel Generator etc and Buildings other
civil works as given in Schedule of Prices and briefly given in Annexure -1.
1.2 Power Distribution Network(PDN)
1.2.1 11kV Power Distribution Network (Mini Grid No ____ ) shall mainly consists
of 11 kV transmission lines, DO Switch, Earthing Switch, LA, All Aluminum
Conductors, Conductors clamp &hard wares., Insulators string fittings, Concrete
Poles, Danger plates, phase plates, circuit plates, number plates, anti-climbing
devices and other safety requirements…etc. as given in Schedule of Prices 1, 2 &
4,Completion Certificate and briefly summarized in given in Annexure -1.
1.2.2 415 V Power Distribution Network shall mainly consists of 415 V, 3 phase
transmission lines, 415V Circuit breaker/MCB, 415V Isolators, CT, PT, DO Switch,
Earthing Switch, LA, All Aluminum Conductors, Conductors clamp & hard wares.,
Insulators string fittings Concrete Poles, Danger plates, phase plates, circuit plates,
number plates, anti-climbing devices and other safety requirements etc as given in
Schedule of Prices 1, 2 & 4,Completion Certificate and briefly summarized in given
in Annexure-1.
1.2.3 240V Power Distribution Network shall mainly consists of 240 V, single phase
transmission lines, 240V Circuit breaker/MCB, 240V Isolators, CT, PT, DO Switch,
Earthing Switch, LA, All Aluminum Conductors, Conductors clamp & hard wares.
Insulators string fittings, Concrete Poles, Danger plates, phase plates, circuit plates,
number plates, anti-climbing devices and other safety requirements etc as given in
Schedule of Prices 1, 2 & 4,Completion Certificate and briefly summarized in given
in Annexure -1.
1.3 Operation and Maintenance Period
Operation and Maintenance Period of the Solar Photovoltaic Power Generation
Plant shall be for a period of 7 (seven) years and start from the date of
commissioning of the SPGP.
2 Standards, Guide lines
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2.1 Details of Standards applicable for SPGP and PDN are as per clause no -3 of ERTS.
2.2 Distribution Standard & Guidelines Manual-Design Module shall be as per clause
7.5 of ERTS
2.3 For PDN O&M work Norms of KPLC shall be followed.

3. GENERAL WORKING CONCEPT OF MINI GRID
3.1. During the daytime, the Solar Power Generation Plant should supply power directly
to the Loads in online mode, along with charging of the BESS in continuous mode.
On most non-cloudy days during the year (“regular day”), batteries should get fully
charged during the day time. In evening or morning (Sun period) battery should
support the SPGP to meet out the load, if required.
3.2. Estimated Energy Consumption Pattern:-
i) Estimated Energy consumption by consumers during 6PM to7 AM: 70%of total
estimated energy consumption during 24 hours.
ii) Estimated Energy consumption by consumers during 7 AM to 6 PM: 30%of total
estimated energy consumption during 24 hours.
3.3. During 6PM to 7 AM, all loads will be powered from BESS and or DG as per
requirement.
3.4. BESS should not go beyond a depth of discharge (considering expected load
growth for next 5 years).
3.5. BESS would have 1 day autonomy for designed demand.
3.6. A good BESS Management System should be in place for managing the state of
charge and state of health of each cluster of the BESS.
3.7. SPGP Mini Grid will work in un-electrified area where there will be no grid
availability years together. But Grid will be expected later or sooner. It will be
initially a Solar Plant with BESS and stanbdby DG.
3.8. The system is capable in expansion (Solar and Storage) i.e. additional modular
capacity can be added to the system as and when needed.
3.9. The system should explicitly allow, connect with and synchronize with the State
Grid, as and when connected. When State Grid is available, the SPGP of AC capacity
will be integrated with State Grid and BESS may not be used. DG will always be
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standby.
3.10. All the solar equipment and BESS should be at minimum height of 1.0 M from
Ground level so as to ensure safety from flooding. Foundations should be concrete
or alternative such that they can withstand annual low-level flooding for the
lifetime of the Mini-Grid.
3.11. Metering by meters will be done for every connection of
household/domestic/commercial/schools consumers. Where KPLC RFID
Infrastructure already exists, three phase/ single phase meters to supply the power
to consumers will be RFID ready otherwise meters will be to KPLC standards and
norms.
3.12. DG shall provide support to Solar plant and BESS to meet the consumer load
requirements.
4 OPERATION & MAINTENANCE OF SOLAR POWER GENERATION PLANT
4.1 Scope of O&M Work for SPGP
Operation and Maintenance (O & M) of the Solar Power Generation Plant for 7
years as per clause 2.2 to 2.7, 4 and other applicable clauses of ERTS on
Comprehensive basis shall be as under :-
i) Day to day Operation activity of SPGP (Solar plant, BESS & DG)
ii) Day to day, Periodical, monthly, half yearly, yearly Maintenance activity of
SPGP (Solar plant , BESS & DG)
iii) Up keeping of SPGP (Solar Plant, BESS and DG) etc.,
iv) Attending day to day faults and its correction activities of SPGP.
v) Deployment of operational, supervision maintenance staff and security staff.
vi) Periodically cleaning & washing of modules with soft water and periodically
replacement of consumables for water softener plant.
vii) General Periodical Maintenance of Buildings, structures, jumpers,
connections etc
viii) Timely Arrangement & replacement of equipment,material, spares,
consumables,
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ix) Arrangement of tools, tackles, testing equipments& instruments, manpower
as per requirement,
x) Charges payable to Government Agencies (viz fees for calibration of plant
metering systems as per KPLC norms, fees to Govt. for Electrical Inspector
visit during O&M period as per norms etc.),
xi) Coordination with all Government Agencies, associated administrative work,
insurance of their employees etc.
xii) 24 hours Security of plant,
xiii) Requisite Insurances as per relevant clauses of BID document
xiv) Coordination with KPLC and REREC, maintaining records and submissions to
all concerned authorities etc.
xv) Cost of Diesel for DG for supply of energy as per requirement to maintain
the regular Supply to consumers.
xvi) All other work required to upkeep the SPGP and to maintain Regular supply
to consumers.
Cost of all requisite equipment, material, parts, software, services, spares,
batteries consumable spares, repairs work, replacement of transformer oil, and
Paras i) to xvi) above is included in Recurrent Cost in schedule-5 .
4.2 The Contractor shall perform the Work and supply all required spare parts in a
prudent and efficient manner and in accordance with-
i) Manufacturers and systems designers’ specifications, the Annual Operating
Plan for the Plant and all operation and maintenance manuals,
ii) All applicable laws in Kenya including environmental protection, pollution,
sanitary, employment and safety laws, (“Government Rules”).
iii) Prudent Utility Practice.
4.3 Prudent Utility Practice.
Contractor shall use all reasonable and practical efforts:
i) To maximize plant capacity utilization
ii) To minimize plant downtime
iii) Optimize useful life of all the equipment(s) of the SPP.
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4.4 Diesel Generator
The contractor will generate electricity from the ---------DG as per requirement of
KPLC.
The prices quoted as recurrent cost for O&M period in Schedule-2 includes.
a) Compressive O & M of DG,
b) Cost of diesel during its operation,
c) Replacement of spares, consumables,
d) Requisite tools, tackles, & instruments,
e) Manpower,
f) Charges payable to all government agencies on A/c of Diesel Generator,
g) Security of plant,
h) Maintaining records and submissions to all concerned authorities
i) To maintain the DG in ready condition always.
4.5 O&M Services of SPGP
After Commissioning of SPGP the O&M activity for the solar power plant will start.
The Contractor shall be responsible for the operation and maintenance of the
plant and shall perform all necessary services including applicable services stated
(in brief) as under:
i) Provide all operations and maintenance services necessary and advisable to
efficiently operate and maintain the plant, including all associated and
appurtenant mechanical and electrical equipment keeping in view the
objectives set-forth herein above.
ii) Maintain at the Plant accurate and up-to-date operating logs, records and
Monthly reports regarding the operation and maintenance of the Plant
which shall include detail of power output, other operating data, repairs
performed and status of equipment, all such records to be maintained for
the complete O&M period. Upon expiry of term, the Contractor shall hand
over such records to the Owner. However, owner shall have access to all
such records at any time during O&M period.
iii) Perform, update & implement equipment repair or replacement program
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that meet the specifications of the equipment manufacturers and the
recommendations of the manufacturers
iv) Perform periodic preventive maintenance and overhauls required for the
plant in accordance with the recommendations of equipment manufacturers
v) Attend any break down in the Plant / Facility promptly.
vi) Regular updating of all these activities (maintenance & attending to
breakdowns) shall have to be submitted to Employer, under periodic reports.
vii) Provide technical & engineering support for resolving operation and
maintenance problems.
viii) Perform the services required to procure / stock spare parts or
equipment(s), required for operation, maintenance & overhauling works in
accordance with the recommendations of original equipment
manufacturer(s).
ix) Operate and maintain the plant for fire protection and safety of the
equipment.
x) Maintain with the assistance of the Owner, records regarding the facility in
accordance with generally acceptable accounting principles under the Laws.
xi) Arrange for tools & tackles, machinery, consumables, manpower etc.
required for maintenance, overhauling, testing during O&M period.
Cost of these items (including Cost of spares) shall be included in the quoted
Recurrent Cost for O&M at Schedule 5.
4.6 Activities For Successful Running of SPGP
The contractor shall be responsible for all the required activities for the successful
running, optimum energy generation & maintenance of the Solar Photovoltaic
Power Generation Plant covering: -
i) Deployment of engineering and supporting personnel and regulation of their
Duties.
ii) Deployment of security personnel and regulation of their duties.
iii) Successful running of SPGP for optimum energy generation.
iv) Operation and Maintenance including supply and installation of all necessary
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replacement of equipment and materials.
v) Monitoring controlling, troubleshooting maintaining of records, registers.
vi) Supply of all spares, consumables and fixing / application, replacement of
damaged modules, invertors/PCUs, LA and other equipment/material etc.
required during O&M period.
vii) Supply & use of consumables as per recommendations of the equipment
manufacturers.
viii) Conducting periodical checking, testing, overhauling and preventive action.
ix) Daily general up-keeping including cleaning of all equipment, building,
amenities, roads, SPGP land area etc.
x) Submission of periodical reports to Employer on the energy generation &
operating conditions of the SPGP.
xi) Taking care of the full security aspects of the SPGP.
xii) Insurance covering all risk (Fire & allied perils, earth quake, terrorists act,
floods, storms and burglary.
xiii) Arrangement & Maintaining Diesel for running the DG included in recurrent
cost as per requirement and to meet the load demand of consumers.
xiv) Monitoring for safety and environmental aspects in line with the
Environmental and Social Impact Assessment License.
4.7 Personnel for Each Site
i) The Contractor shall ensure he has adequately trained and experienced personnel’s for
operating and maintaining the solar power plant.
ii) The Contractor shall deploy the following personnel to meet all the requirements of
the O&M activities of the plant in each lot. The Contractor shall ensure that such
personnel are available for duty at all times during the O&M period:
Item Number of Minimum Minimum
No. Personnel per General work Specific work
Position/ Relevant academic Lot experience experience
specialization qualifications (years) (years)
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1. O&M Project Degree in Electrical or 1 5 3
Manager Mechanical Engineering or
Renewable Engineering
Professional Engineer (EBK)
2. O&M Engineer Degree in Electrical Engineering 1 5 3

Graduate Engineer (EBK)
3. Technician Diploma in Electrical 1 5 3

Engineering
Registered with relevant body
4. Artisan/ Certificate in 5 5 3
Craftsmen Electrical/Renewable
Engineering
5. Environmental, Environmental/Social/Health/Saf 1 5 3
Social, Health ety Degree or other relevant
and Safety Degree
(ESHS) Specialist
iii) Non-key Staff:

Cleaning Staff: - Contractor may keep Cleaning staff persons on contract to clean
modules (on regular basis as needed), cleaning building, wash room and other
equipment.
Security personnel – as may be required
iv) NOTE:
The outlined number of staff above are the minimum required to execute the O&M
contract. It is therefore upon the bidder to judge and come up with the adequate
number of any additional staff that may be required for effective implementation of the
O&M Contract.
v) The Contractor shall ensure that the manpower for carrying out O&M of the Mini-Grids
are adequately trained. The man power can also go for training along with KPLC staff at
KPLC Training Centre time to time on permission from KPLC.
i. Contractors Responsibility For Insurance
Contractor shall provide or obtain and maintain in force throughout the period of
O&M the following insurance coverage:
i) Insurance to cover third party liability of appropriate value along with an
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undertaking indemnifying Employer from any such claim.
ii) Workmen compensation and / or group personal accidents Insurance policy
covering all its employees including of the Contractor. Pilferage, theft,
burglary also are also to be covered by the Contractor.
iii) It would be the responsibility of the Contractor to operate and maintain the
SPGP and all the associated equipments at his own cost for the quoted
O&M period for which the Owner shall pay the agreed O&M Recurrent Cost
only.
iv) Any replacement / repair / modification of any item / equipment shall be
carried out by the Contractor at his own cost for the quoted O&M period,
so as to have minimum solar plant down time.
v) The Owner shall not be responsible for any break down / failure of any
equipment to any reason thereof.
vi) The risks such as riot, civil commotion, war etc would be excluded from the
Contractor’s scope after commissioning of SPGP.
4.9 Annual Recurrent Cost Of Operation And Maintenance
The Employer entrust the total O&M activities of the SPGP (Solar Plant + BESS +
DG) to the Contractor on turnkey basis for the 7 (seven) years O&M period as per
Section IV, Schedule 5.
The Annual recurrent cost of Operation and Maintenance includes supply and
installation of all necessary replacement equipment and materials, spares &
consumable spares and all services detailed in this contract O&M. The Contractor
shall be paid by the Employer Quarterly Annual Recurrent cost only as per Section
IV, Schedule -5 of respective Mini Grid.
4.10 O& M Monitoring Of SPGP For O&M Period
Operation part consists of deputing requisite manpower necessary to operate the
SPGP at the optimum capacity. Operation procedures such as preparation to
start, routine operations with safety precautions, monitoring of SPGP etc. shall be
carried out as per the manufacturer’s instructions to have trouble free operation
of the complete SPGP.
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4.11 Daily Work Of The Operators
Daily work of operator in the SPGP involves cleaning of modules in phases,
logging the voltage, current, power factor, power and energy output of the SPGP.
The operator shall also note down failures, interruption in supply and tripping of
different relays, reason for such tripping, duration of such interruption etc. The
other task of the operators is to check BESS System, battery voltage, specific
gravity and temperature etc. The operator shall record monthly energy output,
down time, etc.
4.12 Routine Maintenance Of SPGP For O&M Period
i) The contractor shall carry out the periodical plant maintenance as given in the
manufacturer’s service manual and perform at least minimum requirement.
ii) Cleaning of modules on regular interval basis as required, Sweeping of
Building, wash room and roads shall be carried out etc Daily basis.
iii) Regular periodic checks of the modules, PCU’s, BESS, transformer, DG….etc
shall be carried out as a part of routine preventive maintenance.
iv) In order to meet the maintenance requirements stock of consumables are to
be maintained as well as various recommended spares by the manufacturer.
v) Particular care shall be taken for outdoor equipment to prevent corrosion.
Cleaning of the junction boxes, cable joints, insulators etc shall also be carried
out regularly as needed.
vi) Resistance of the earthing system as well as individual earthing is to be
measured and recorded every 2 months. If the earth resistance is more than 3
ohm, suitable action is to be taken to bring down the same.
vii) According to the recommendations, stock of special tools and tackles shall be
maintained for Modules, PCU’s and other major electrical equipment.
viii) A maintenance record register is to be maintained by the contractor to record
the regular maintenance work carried out as well as any breakdown
maintenance along with the date of maintenance, reasons for the
breakdowns, steps have taken to attend the breakdown, duration of the
breakdown etc.
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ix) The Maintenance Schedules will be drawn such that some of the jobs other
than breakdown, which may require comparatively long stoppage of the SPGP,
shall be carried out preferably during the non Sun period.
4.13 Preventive Maintenance Schedules
i) The Contractor will attend to any breakdown jobs immediately for
repair/replacement /adjustments and complete at the earliest working round
the clock. During breakdowns (not attributable to normal wear and tear) at
O&M period, the Contractor shall immediately report the accidents, if any, to
the KPLCshowing the circumstances under which it happened and the extent
of damage and or injury caused.
ii) If negligence / mall operation of the contractor's operator results in failure of
any equipment then such equipment should be repaired/replaced by contractor
at free of cost.
iii) If any job covered in O&M Scope are not carried out by the contractor during
the O&M period, pro-rata deduction will be made based on the quantum of
work from the O&M contract bills.
4.14 Quality Spares & Consumables
In order to ensure longevity & safety of the core equipment and optimum
performance of the system the contractor shall use only genuine spares of high
quality standards.
4.15 Tools And Tackle
The Contractor shall arrange for all the necessary tools and tackles for carrying
out all the maintenance work covered under this contract.
4.16 Metering System
4.16.1 The Contractor shall maintain the Metering System (which shall include energy
meter, current and potential transformers) equipment as per metering code and
KPLC guidelines.
4.16.2 The energy meters and current and potential transformers shall be calibrated as
per norms of KPLC & metering code so that all levels of energy produced & injected
to the Grid by the SPGP or consumed from the Mini Grid by the SPGP shall be
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measured accurately and this equipment has applicable accuracy class.
4.16.3 The Contractor shall be responsible for co-ordination and arranging team for
monthly Joint Meter reading (JMR) as on 00 hours of first day of every month or at
mutually agreed time interval as per KPLC Instruction.
4.16.4 The Contractor O&M team shall supply 4 original copies of JMRs to KPLC before
7th day of every month so that KPLC can take into account timely the energy
generated and supplied every month.
4.16.5 Contractor shall adhere following:
i) All Pts, CTs, meters and MCBs must meet KPLC standards and be approved by
ERC and KEBS.
ii) Metering by meters will be done for every connection of
household/domestic/commercial/schools consumers. Where KPLC RFID
Infrastructure already exists, three phase / single phase meters to supply the
power to consumers will be RFID ready otherwise meters will be to KPLC
standards and norms.
iii) Before manufacturing, meters` serial numbers must be requested from KPLC.
iv) The Class of accuracy of the meters shall be as per norms of KPLC
v) All meters, CUIs and MCBs to be availed to KPLC for purposes of random
sampling and testing.
vi) On site, meter boxes must be sealable-KPLC standard.
vii) Customers` contracting data and installation certificates to be availed to
KPLC.
viii) After meter installations, all meters and meter boxes must be sealed with
serialized twist tights which conforms with KPLC standards.
ix) All installed meters must be communicated to KPLC for purposes of validation
with their installed locations/meter boxes coordinates.
x) Meter installation technician to fill and submit IIR – Installation inspection
report.
4.17 Testing of Meters
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The KPLC shall have the right to carry out inspections of the Metering Systems
from time to time to check their accuracy.
All testing and metering equipment shall conform to the relevant Standards/
Metering Code. On the event of finding / noticing any inaccuracy in the Metering
System, the Contractor shall arrange for a joint inspection, testing by KPLCor any
other authorized agency within 24 hours with intimation to the owner. It shall be
followed up by its rectification / replacement as required. All the expenses
incurred in this regard shall be in the operator’s account.
4.18 Sealing and Maintenance of Grid Connected Meters
4.18.1 The Contractor shall ensure that the Grid Connected Metering System and Solar
power recording meter, BESS Metering System &DG Metering System shall be
sealed by KPLC authority in the presence of Contractor’s In-charge of plant.
4.18.2 If the Metering System and / or any component thereof is found to be outside the
acceptable limits of accuracy or otherwise not functioning properly it shall have to
be intimated immediately to KPLC & repairing / re-calibration or replacement as
necessitated shall be carried out by the Contractor on priority basis. All cost /
expenses in this regard shall have to be borne by the Contractor.
4.18.3 Breaking of meter seals shall not be done except in case of any requirement by
State power utility for testing / calibration. Even in such case the Contractor shall
immediately inform the Employer of such requirement to enable Employer for
deputing its representative. All testing / calibration of metering system shall be
done by KPLC/State power utility officials only. O&M cost shall include such
charges.
4.18.4 If the meters are found tempered during entire O&M period, the responsibility of
any charges recoverable by KPLC on this account shall be borne by the Contractor
carrying out O&M.
4.19 Submission of Daily & Monthly Generation Data Statement
A daily report comprising energy generation, Grid availability, breakdowns,
generation hours, plant availability etc. shall be sent through e-mail and / or made
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available by the Contractor to the Employer. Similarly, all the monthly, half-yearly
& annual reports shall have to be submitted to the Employer.
4.20 Handing Over of Plant After Expiry Of Term
After the expiry of term & extension of term as the case may be, the contractor
shall hand over the Solar power Generation Plant to the owner in excellent
condition. The contractor shall demonstrate performance test of all the major &
critical equipment to ensure Generation from the SPGP. While handing over the
plant the contractor shall hand over all technical documents, literature,
instruction manuals, lists of spare part & tools & tackles. Contractor shall also
hand over all the relevant record / documents, spares and consumable required
for two year’s Operation & Maintenance.
On completion of O&M term the Contractor shall apply to the Engineer in-charge
for the issue of Handing Over Certificate and the same shall be issued within 1
months of the Handing Over in all respects, after verifying from the documents &
tests and satisfying himself that the Operation & Maintenance has been
completed in accordance with details set out in the control documents & Prudent
Utility Practices.
All the aforesaid safeguards / rights provided for Employer shall not prejudice its
other rights / remedies elsewhere provided herein and / or under law.
4.21 Defects / Non Achievement Plant Dependable Capacity After Handing Over
In order that the Contractor could obtain a Handing Over certificate, he shall
rectify any defect / non achievement of plant dependable capacity in accordance
to the norms of manufacturer arising from the defective Operation &
maintenance practices or non compliance of Prudent Utility Practices or that may
have been noticed or developed during / after the plant has been taken over, the
period allowed for carrying out such works shall be normally one month. If any
defect could not be remedied or plant dependable achievement capacity in
accordance to the norms of manufacturer could not be achieved within a
reasonable time the Owner may proceed to do the work at Contractor risk and
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expense and deduct from the final bill such amount as may be decided by the
Owner.
All the aforesaid safeguards / rights provided for the Owner shall not prejudice its
other rights / remedies elsewhere provided herein and / or under law.
4.22 Final Payment
Whenever, in the opinion of the Engineer-in-charge, the Contractor has
completely performed the contract on his part, the Engineer in-charge shall so
certify in writing to the Contractor.
Final payment to the Contractor shall be made after accounting for all the
previous payments / advances / adjustments of dues, provided always that
contractor furnishes a "NO Further Claim - No Dues Certificate". The release of
final payments does not relieve the Contractor from his any other obligations as
provided for in the contract.
4.23 Failure to Comply With The Provisions Of The Contract
4.23.1 If the Contractor refuses or fails to execute the work or any separate part thereof
with such diligence as shall ensure its completion within the time specified in the
contract or extension thereof or fails to perform any of his obligation under the
Contract or in any manner commits a breach of any of the provisions of the
contract, it shall be open to the Owner at its option by written notice to the
Contractor to
a) Determine the Contract: In which event the Contract shall stand terminated
and shall cease to be in force and effect on and from the date appointed by
the Owner on that behalf, whereupon the contractor shall stop forth with
any of the contractor’s work then in progress, except such work as the
Owner may, in writing, requires to be done to safeguard any property or
work, or installations from damage, and the owner, for its part, may take
over the work remaining unfinished by the Contractor and complete the
same through fresh contractor or by other means, at the risk and cost of
the Contractor, and any of his sureties if any, shall be liable to the owner for
any excess cost occasioned by such work having to be so taken over and
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completed by the Owner over and above the cost at the rates specified in
the schedule of quantities and rates.
b) Without determining the Contract: To take over the work of the contractor
or any part thereof and complete the same through a fresh contractor or
by other means at the risk and cost of the Contractor. The contractor and
any of his sureties are liable to the Owner for any excess cost over and
above the cost at the rates specified in the schedule of quantities / rates,
occasioned by such works having been taken over and completed by the
Owner.
c) In other cases, the decision of the Owner is binding on the contractor.
4.23.2 In such events of clause 4.22.1 (a) or (b) above
a) The whole or part of the security deposit furnished by the Contractor is liable
to be forfeited without prejudice to the right of the Owner to recover from
the Contractor the excess cost referred to in the sub-clause aforesaid, the
Owner shall also have the right of taking possession and utilizing in
completing the works or any part thereof, such of materials, equipment
and plants available at work site belonging to the contractor as may be
necessary and the Contractor shall not be entitled for any compensation
for use or damage to such materials, equipment and plant.
(b) The amount that may have become due to the contractors on account of
work already executed by him shall not be payable to him until after the
expiry of six (6) calendar months reckoned from the date of termination of
contract or from the taking over of the work or part thereof by the Owner
as the case may be, during which period the responsibility for faulty
materials or workmanship in respect of such work shall under the contract,
rest exclusively with the Contractor. This amount shall be subject to
deduction of any amounts due from the contractor to the Employer under
the terms of the contract authorized or required to be reserved or retained
by the Owner.
4.23.3 Before determining the contract as per clause 6.18.1 (a) or (b) provided in the
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judgment of the Owner, the default or defaults committed by the contractors is /
are curable and can be cured by the Contract if an opportunity given to him, then
the Owner may issue notice in writing calling the Contractor to cure the default
within such time specified in the notice.
4.23.4 The Owner shall also have the right to proceed or take action as per 4.23.1 (a)
above, in the event that the Contractor becomes bankrupt, insolvent, compounds
with his creditors, assigns the contract in favor of his Creditors or any other person
or persons or being accompany or a corporation goes into liquidation, provided
that in the said events it shall not be necessary for the Owner to give any prior
notice to the Contractor.
4.23.5 Termination of the Contract as provided for in sub-Clause 4.23.1 (a) above shall not
prejudice or affect their rights of the Owner which may have accrued up to the date
of such termination.
5. OPERATION & MAINTENANCE OF PDN AND REGULAR SUPPLY TO CONSUMERS
5.1 Scope of O&M Work for PDN and Regular Supply to Consumers
Operation and Maintenance (O & M) of the Power Distribution Line and Service
lines and regular supply to consumers for the period as per clause 2 & 7 and
other applicable clauses of ERTS on turnkey basis but not limited to following :-
i) To maintain regular 24 hoursreliable supply to consumers as per KPLC
norms.
ii) Attending day to day faults, consumers complaints and its corrections
activity in PDN and & Consumer Connections Service Lines, Meters as per
KPLC Norms in order to maintain the regular supply to consumers.
iii) Day to day Operation activity of 415 V, 240 V Distribution lines, service
connections as per KPLC Norms,
iv) Day to day, periodical, monthly, half yearly, yearly maintenance activity of
PDN, Service connections as per KPLC Norms,
v) Up keeping of complete PDN Viz a viz Solar Plant, BESS and DG etc,
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vi) Deployment of Operational, Supervision and Maintenance Staff (in line with
KPLC).
vii) General Periodical Maintenance including a) replacements of broken Poles,
b) damaged disc/insulators & String hardwires, Structures c) broken
Conductors, damaged cables, burnt Jumpers d) damaged joints,
Connections of conductors and cables, Clamps &Earthings, fuses, MCBs,
Switches and other line materials of PDN, e) damaged meters etc as per
requirements.
viii) Charges payable to Government Agencies (viz fees for calibration of plant
metering systems as per KPLC norms, fees to Govt. for Electrical Inspector
visit during O&M period as per norms etc.),
ix) Coordination with all Government Agencies, associated administrative work,
insurance of their employees etc.
x) Requisite Insurances as per relevant clauses of Bid document.
xi) Updating of KPLC FDB system to include any changes made by the
contractor.
xii) Co-ordination with KPLC Maintaining records and submissions to all
concerned authorities etc.
xiii) All other work required to upkeep the SPGP, PDN and to maintain Regular
supply to consumers
xiv) Ensure the Receipt of Payment of bills/Prepaid meters Payment to KPLC
from Consumers & Disconnection/reconnection of Consumer Connection if
Payment is not made.
xv) Connecting new customers to the PDN as per agreed performance targets.
Cost of all requisite equipment, material, parts, services, spares, consumable

spares, repairs work, and Para i) to xiv) above and as per clause 2 &7 of ERTS is
included in Recurrent Cost quoted here.
5.2 For Replacement of Equipment/ Material Technical Specification of Power
Distribution Network
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Technical Specification of Equipment/ Material used in development of Power
Distribution Network is detailed below is as per Norms of KPLC. Same specification
shall be followed for equipment/material which will be used for replacement on
account of defect or damage.
5.3 Maintenance of PDN
KPLC has issued Construction Unit Manual which gives the details of construction
of various items of PDN. Same is to be followed by the Contractor for any similar
work is required to be done during maintenance/repair/replacement of PDN in 10-
year term of O&M.
5.4 Reliable Supply Of Power To Consumers (During 7 years O&M Period)
Contractor’s responsibility is to maintain a) PDN system including the service

connection up to 3 phase or single phase meters at compound of consumers and
b) Reliable Supply of Power to consumers after their getting connections during
the period of 7 years from date of commissioning of SPGP & PDN as detailed
below:
i) The Mini-Grid shall serve electricity to households for 24/7 Hours basis.
ii) The Mini-Grid (s) shall serve electricity to households for mandatory 5 AM to
8 AM and 5 PM to 11 PM 8 (Eight) hours in a day. Except where approved by
KPLC, Service Affecting Routine Maintenance should be avoided in
mandatory hours”.
iii) The Contractor shall serve electricity to commercial consumers for
mandatory 9 AM to 8 PM (10 hours) of electricity supply daily. Except where
approved by KPLC, Service Affecting Routine Maintenance should be avoided
in mandatory hours”.
iv) Contractor shall conduct emergency repair even in Mandatory hours to
maintain the supply.
v) The contractor shall ensure supply to lighting loads for schools in the site as
per their requirement.
vi) Day to day maintenance LT and MV line of PDN and removal of operational
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difficulty in supply of power to consumers and replacement of faulty
material, equipment of PDM (within Maintenance charges to be paid to
operator).
vii) Spares and consumables/replacement during 7 years of O&M period shall be
to Contractors account as per Norms followed in KPLC to maintain 24/7 hours
supply requirement of consumers. One year spares of PDN should be readily
available with Contractor. Stock position of spares / consumable spares shall
be reviewed and recouped every quarterly basis so that requisite stock is
always available and consumer does not get suffered.
viii) The remaining electricity, after supplying electricity to all willing houses and
households, streetlights, schools, and commercial loads can be supplied to
willing consumers as per their demand in the area;
5.5 O&M OF PDN, SERVICE LINES AND CONSUMER CONNECTIONS
i) Operation and Maintenance (O&M) Period
ii) The time period for O&M shall be seven (seven) years from the Date of
Commissioning of the PDN and SPGP.
5.6 O&M of PDN, Service Lines And Consumer Connections As Per Norms Of KPLC
The Employer entrust the total O&M activities of the PDN, Service line consumer
connections to the Contractor on turnkey basis for the 10(ten) years O&M period
as per Section IV, Schedule 5. During the term of contract of O&M Period, the
Contractor shall ensure the satisfactory operation of and readiness of the PDN,
Service Lines and Consumers Connection, Distribution Transformers, cables and
all other equipment and material of PDN and service lines,
The contractor shall be responsible for all the required activities for the successful
running during 7 years O&M period, optimum energy transfer from SPGP &
maintenance of the PDN covering:-
i) Deployment of engineering and supporting personnel and regulation of their
Duties.
ii) Successful maintaining the supply to Consumers and optimum utilisation of
energy generated from SPG.
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iii) Operation and Maintenance including supply and installation of all necessary
replacement of equipment and materials.
iv) Monitoring controlling, troubleshooting maintaining of records& registers.
v) Supply and installation of all necessary replacementof following to ensure
reliable and efficient supply to consumers.
vi) All types of spares, consumables, equipment vizinsulators, transformers,
cables and conductors, jumpers, LA, isolator, CT, PTs, connectors, fitting
accessories, poles, cable joints, lugs,clamps & other equipment and material
etc.
vii) Oil of transformer & CT etc.
viii) Fuses, Switches, MCBs, service line cables, defective meters, material related
to house hold connections up to Meter Box at consumers
ix) Conducting periodical checking, testing, over hauling and preventive action.
x) Daily general up keeping including of Distribution, maintaining of oil of
transformer and checking of Neutral Earthing connection continuity and
resistance measurement etc, checking cutting of trees to maintain proper
clearance between phases and phase to earth.
xi) Submission of periodical reports to Employer on the operating conditions of
the Distribution lines.
xii) Taking care of the Security aspects of the PDN and lodging of FIR etc in case
of Theft /Sabotage etc.
xiii) Insurance covering all risk (Fire & allied perils, earth quake, terrorists act,
floods, storms and burglary.
5.7 Man Power of O&M
i) Operation part consists of deputing requisite manpower necessary to maintain
PDN Service lines, consumer connections and supply to consumers. Operation
procedures such as to up keep the Line and connection to consumers with
safety precautions, monitoring of PDN etc. shall be carried out as per the KPLC
Norms /manufacturer’s instructions(for transformer and other equipment) to
have trouble free operation of the complete PDN system including service
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lines.
ii) The operator shall also note down failures, interruption in supply and tripping
of different sections, reason for such tripping, duration of such interruption etc.
The operator shall record monthly energy output, down time, etc.
5.8 Preventive Routine Maintenance Of PDN & Associated Service Lines And
Consumer Connections
i) The contractor shall carry out the periodical maintenance of PDN and
associated Service lines, Insulators, jumper connections, joints, fuses etc as
given in the KPLC Manuals/ KPLC Norms /manufacturer’s service manual and
perform at least minimum requirement.
ii) Regular periodic maintenance checkups of the transformers, LA, CT, Isolators,
Breakers etc shall be carried out as a part of routine preventive maintenance
as per respective equipment manufacturers service manuals.
iii) In order to meet the maintenance requirements stock of consumables are to
be maintained as well as various recommended spares by the manufacturer.
iv) Particular care shall be taken for outdoor equipment to prevent corrosion.
Cleaning of the junction boxes, cable joints, insulatorsetc, wherever required,
shall be carried out at regular intervals as needed.
v) Resistance of the earthing system as well as individual earthing is to be
measured and recorded at least once in six months. If the earth resistance is
more than norms, suitable action is to be taken to bring down the same.
vi) According to the recommendations stock of special tools and tackles shall be
maintained for cables, conductors other major electrical equipment.
vii) A maintenance record register is to be maintained by the contractor to record
the regular maintenance work carried out as well as any breakdown
maintenance work carried out along with the date of maintenance, reasons
for the breakdowns, steps have taken to attend the breakdown, duration of
the breakdown etc.
viii) The Maintenance Schedules will be drawn such that some of the jobs other
than breakdown, which may require comparatively long stoppage of the PDN
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Network, shall be carried out preferably during the non Sun period.
5.9 Man Power To Carry Out O&M Work
The Contractor shall deploy enough manpower to carryout work
i) As per KPLC Operation and Maintenance manuals/KPLC norms /
manufacturer’s service manual and
ii) As specified in preventive maintenance schedules to be approved by
Employer.
iii) The contractor shall keep at least one skilled and experienced engineer for
each Lot, at least one ITI electrician at each site to supervise and up keeping,
O&M jobs for PDN Network.
iv) The Contractor will attend to any breakdown jobs immediately for
repair/replacement /adjustments and complete at the earliest working round
the clock. During breakdowns (not attributable to normal wear and tear) at
O&M period, the Contractor shall immediately report the accidents, if any, to
the Employer showing the circumstances under which it happened and the
extent of damage and or injury caused.
v) If negligence / mall operation of the contractor's operator results in failure of
any equipment then such equipment should be repaired/replaced by
contractor at free of cost.
vi) If any jobs covered in O&M Scope are not carried out by the contractor
during the O&M period, pro-rata deduction will be made based on the
quantum of work from the O&M contract bills.
vii) Preventive and Routine Maintenance of all the components of the PDN of
respective Mini-Grid(s) equipment shall be carried out by the Contractor as
recommended by the manufacture/supplier of the component/sub
system/KPLC norms but at least once in every three months.
viii) Preventive Maintenance shall include checking of all electrical connections,
upkeep of the lighting systems, distribution lines etc. wherever required or
any other activity that may be required for proper functioning of the PDN and
Associated Service Lines and Consumer Connections.
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5.10 Breakdown/Corrective Maintenance Of PDN & Associated Service Lines And
Consumer Connections
i) Whenever a complaint is lodged by the consumer(s) or from any of the

consumer, the Contractor shall attend to the same within a reasonable
period of time (within 2 days). In case of a material or major component
needs to be rectified/ replaced, it shall be corrected or replaced by the
Contractor within a period not exceeding 5 (Five) days from the date of
complaint.
ii) During the term of the Contract (7 years O&M Period), the Contractor shall
also ensure that the following requirements are met for maintaining the
regular supplies to consumers:
a) Ensure electricity supply as per KPLC Norms.
b) Complaints to be attended timely.
c) Maintain spares to cater replacement within 5-10 days of complaint
and
d) Scheduled outages to be conveyed 24 hours in advance to the Mini-
Grid(s) beneficiaries.
6. REPLACEMENT SPARES, MATERIAL COST DURING O&M PERIOD
The Annual Recurrent fees payable during 7 years of O&M period includes supply
and installation of all necessary replacement equipment and materials, spares &
consumable spares and all services detailed foregoing clauses of ERTS. All
preventive/routine maintenance and breakdown/corrective maintenance required
for ensuring maximum uptime of the PDN and all associated service line and
Consumer connections of Mini-Grid shall have to be performed by the Contractor
without any cost liability to be incurred by the Employer except that of annual fee
. Employer will pay Annual fee only as per the respective schedule in Section IV.
7. LEGAL OBLIGATIONS OF CONTRACTOR
7.1 Priority of Orders
i) The Contractor shall be responsible for implementation of the Mini-Grid
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throughout the Term of the Contract (7 year of O&M Period), subject to the
provisions of the Contract, in accordance with the following. It should be clearly
understood that in the event of inconsistency between two or more of the
following, the order of priority as between them shall be the order in which
they are placed, with ‘applicable Law’ being the first:
a) Applicable Law.
b) The Terms and Conditions of this Contract.
c) Technical specifications and
d) Any Approvals and Permits.
ii) The Contractor shall ensure that it has adequately trained manpower for
carrying out O&M of the Mini-Grids. The man power can also go for training
along with KPLC staff at KPLC Training Centre time to time on permission from
KPLC.
iii) The records maintained during the O&M period shall be available from time to
time to Employer.
7.2 Safety And Applicable Laws
i) The safety of the Contractor’s staff is the responsibility of the Contractor itself.
The electricity shock can take the life instantly so proper safety equipment Viz
safety helmet, shoes, gumboots, dust respirator, hand gloves etc must be
provided to the O&M team. The scope of supply includes 12 sets of all such
safety items at each site.
ii) During O&M Period such safety items are damaged due to wear and tear then
Contractor shall recoup at his own cost all safety equipment such as safety
helmet, shoes, gumboots, dust respirator, hand gloves etc. as per the
requirement of the Mini-Grid. The site engineer of the Contractor shall take
adequate steps to ensure the proper use of the safety equipment by
Contractor’s staff at all times. All responsibility of any electrocution /accident
and any damage to his staff/official/sub contractor staff/staff on contract
etcdue to any reason shall be responsibility of Contractor.
iii) All works shall be executed in accordance with the requirement of the
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1) Factories Act and rules, Electricity Act and other applicable act and rules
or codes as clause (i) and (ii) above.
2) Laws and by-laws framed by the County or the Government of the
Republic of Kenya.
7.3 Statutory Acts
i) All legal formalities/clearances are to be obtained prior to commencement of
work by the Contractor regarding the execution of the Mini-Grid.
ii) The Contractor shall comply with the all the Acts, rules and regulations, laws
and by-laws framed by the County or the Government of the Republic of Kenya.
The Employer shall have no liabilities in this regard.
iii) The Contractor shall comply with the provision of all relevant acts of Central or
Concerned County /State Governments including payment of Wages Act,
Minimum Wages Act, Employer's Liability Act, Workmen's Compensation Act,
Industrial Dispute Act, Maturity Benefit Act, Employees State Insurance Act,
Contract Labor (Regulations & Abolishment) Act, Electricity Act, Grid Code,
Metering Code, or any modification thereof or any other law relating whereto
and rules made there under from time to time.
iv) The contractor shall at his own expense provide all amenities to his workmen
as per applicable laws and rules.
v) The Contractor shall ensure that all safety measures are taken to avoid any
accident during O&M work to his or his sub-contractor workmen.
8. GRIEVANCE REDRESSAL DURING O&M PERIOD

8.1. Complaints Register During O&M Period
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i) The Contractor shall maintain a public relations office at its Site office and
easily accessible to the users/beneficiaries of the Mini-Grid(s), where it shall
keep a register (the “Complaint Register”) open to public access at all times
for recording of complaints by any person (the “Complainant”). Information
relating to the availability of and access to the Complaint Register shall be
prominently displayed by the Contractor at appropriate places so as to bring
it to the attention of all users/beneficiaries of the Mini-Grid(s).
ii) The Complaint Register shall be securely bound and each page thereof shall
be duly numbered. It shall have appropriate columns including the complaint
number, date, name and address of the Complainant, substance of the
complaint and the action taken by the Contractor. Immediately after a
complaint is registered, the Contractor shall give a receipt to the
Complainant stating the date and complaint number.
8.2. Redressal Of Complaints During O&M Period
i) The Contractor shall inspect the Complaint Register every day and take prompt
and reasonable action for Redressal of each complaint. The action taken shall
be briefly noted in the Complaint Register.
ii) Within 7 (seven) days of the close of each month, the Contractor shall send to
the Employer a copy of each of the pages of the Complaint Register on which
any entry has been recorded during the course of such month, and upon
perusal thereof, the Employer may, in its discretion, advise the Contractor to
take such further action as the Employer may deem appropriate for a fair and
just Redressal of any grievance.
iii) The Contractor shall consider such advice and inform the Employer of its
decision thereon, and if the Employer is of the opinion that the Complainant is
entitled to further relief, it may refer the matter to the competent forum for its
disposal under the Consumer Protection Act, 1986, and advise the Complainant
to pursue the complaint at his own risk and cost.
9. COLLECTION OF REVENUE AND APPLICABLE TARIFF TO CONSUMERS
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9.1. Contractor shall ensure
i) Collection of Connection charges from Consumers and
ii) Revenue collection from consumers on behalf of KPLC for energy consumed
by them
iii) Disconnection if consumers fail to pay bill for energy supplied
iv) Reconnection on payment of due charges of energy bill
v) Deposit to collected charges to Govt. /KPLC Account as per KPLC Norms.

9.2. Applicable Tariff to Energy Supplied
Collection of Revenue at applicable tariff from consumers as decided by
Commission time to time on behalf of KPLC shall be the responsibility of the
Contractor.
9.3. Role of KPLC as Employer

For Design, Supply, installation and commissioning of Mini Grid i.e. SPGP and PDN,
REREC is the Employer and all payments will be paid by REREC. During O & M
Period (7 years), KPLC will act as Employer of SPGP and PDN including maintaining
of supply to Consumers. KPLC as employer will pay Recurrent Annual fee to the
contractor for O&M works as per Prices Schedules for O&M period of 7 years.
9.4. Billing Of Consumers
i) All customers connected from the Mini Grids will be KPLC customers. KPLC will
charge a uniform tariff from these customers/consumers as per ERPA orders.
ii) The customers shall be billed on KPLC systems and payments shall be made to
KPLC accounts during 7 years of O&M contract period.
9.5 Recording Of Energy Exported From SPGP
The energy supplied by SPGP shall be recorded by Joint Member Reading Team
(In charge of O&M team at plant site of Contractor, One officer of KPLC every
month at Metering Set located at plant termination DP and at DG metering Point.
9.6 Connection Charges To Consumers
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Power Distribution Network includes the service cables and prepaid meters.
KPLC will charge the consumers US$10 or equivalent KES only for providing
Electricity Connection from Mini Grid. This is as per Project Appraisal Document
(PAD). The Electrical connection will be provided to consumer by the Contractor
immediately after deposits the US $10 or equivalent KES to KPLC by consumer.
10. SPGP PERFORMANCE AFTER COMMISSIONING
10.1. Demonstration of Performance Guarantee of SPGP
i) The Contractor ensures the Performance Guarantee of the installed
equipment shall meet the ratings and performance requirements stipulated
for various equipment covered in the ERTS/ Contract.
ii) The contractor shall demonstrate and achieve guaranteed values during the
performance guarantee test period (one year) from date of commissioning, as
per details given below, at site in the presence of the Employer for the
complete system.
iii) The Contractor shall supervise and direct the operation during performance
guarantee test and shall take complete responsibility in this regard. During
performance guarantee test, the Contractor shall make available necessary
experienced operating & maintenance personnel.
iv) The Contractor shall provide and install all measuring instruments with
required calibration for checking the guaranteed generation during
performance guarantee test.
10.2. Performance Measurement Procedure For SPGP
i) The Performance guarantee test of SPGP aims at the comparison of the
actual PV plant energy production with the guaranteed value for a limited
operation time of the PV plant of 30 consecutive days.
ii) After one-year correct operation of the plant and after receiving all the
satisfactory results for one year there will be continuous monitoring of the
performance for 30 days. This monitoring will be performed on the site
under the supervision of the Employer / Employer's engineer.
iii) The final tests to prove the guaranteed performance parameters shall be
Page 437 of 449

conducted at site by the Contractor in presence of the Employer or his
representative. The Performance Guarantee Tests (PG tests) shall be
commenced immediately after Date of commissioning of plant. These tests
shall be binding on both the parties to the contract to determine
compliance of the equipment with the guaranteed performance
parameters.
iv) The test will consist of guaranteeing the correct operation of each plant
individually over 30 days, by the way of the efficiency rate (performance
ratio) based on the reading of the energy produced and measured at Solar
Meter and the average incident solar radiation.
v) The Efficiency or performance ratio (PR) of the PV Plant is calculated as
follows (according to IEC 61724)
Performance Ratio (PR) = Y! /Y" #1 − α ∗ (T#$%% '() − T#$%% *+
Where
YA =Final PV system yield (representing the number of hours that the system
would need to operate at its rated output power PNom to contribute
the same energy to the grid as was monitored)
Or Y! = E'* /P+,-
YR =Reference yield (representing the number of hours during which the solar
radiation would need to be at STC irradiance levels in order to
contribute the same incident energy as was monitored)
Or Y" = I" ./0$ /I" .1#
Eac = AC energy injected into the grid during a clearly specified amount
of time (kWh)
PNom = Installed nominal peak power of modules (Flash test rating at STC)
(kWp)
IR Site = Irradiation on the module plane of array during a clearly specified
amount of time (measured with a pyranometer installed on the
array plane) (kWh/sq. m)
IR STC = Irradiance at STC (kW/ sq. m)
Page 438 of 449

Tcellavg = Average cell/ module temperature (oC)
Tcell = STC cell/ module temperature (oC)
α = temperature coefficient of power (negative in sign) corresponds to the
installed module (%/oC)
10.3. Plant Performance & CUF
i) The plant performance will be evaluated through Performance ratio test as per
IEC 61724 and Capacity Utilization Factor calculation as per the formulas and
procedures mentioned in Clause 10.2above.
ii) The minimum acceptable PR of the plant is 0.78.
iii) As the PR of the Plant is dependent on the quality of plant equipment and
optimum design of the plant, the Contractor shall demonstrate the PR of 0.78
as per the procedure mentioned in Clause 10.2 above for Operational
Acceptance of the plant.
10.4. Monitoring System for PR Verification

The following instrumentation will be used to determine the SPGP Performance.
These equipments shall be provided by Contractor during PR verification test
i) Solar Meter at the delivery point of ACDB.
ii) Power Meter for each inverter for reference only.
iii) One nos. calibrated pyranometer to determine irradiance on the plane of array
(with a target measurement uncertainty of ± 2).
iv) One nos. calibrated Pyranometer to determine irradiance on horizontal plane
(with a target measurement uncertainty of ± 2).
v) Two nos. thermocouples to measure module temperature with a measurement
uncertainty of ±1 °C.
vi) Shielded ventilated thermocouple with a measurement accuracy of ±1°C.
vii) An anemometer mounted on a 10m mast to measure wind speed (without
additional shadowing on modules).
10.5. Liquidated Damages / Compensation for Low Performance Ratio
Page 439 of 449

i) During the O&M period of 7 years after the commissioning of the plant, the
Contractor need to maintain minimum 95% uptime of the plant to achieve the
proposed CUF at the end of each year. Any repair, replacement, overhauling of
DC area of SPGP etc., are to be performed during night times so that no
generation loss will be there in day time.
ii) Remedial Measures to Demonstrate Performance Guarantee after completion
of each year of O& M Period.
In case of Contractor could not demonstrate the Performance Acceptance
Test, the Contractor will be allowed to relocate the solar modules and install
at different places in the same land at their own cost ensuring guaranteed PR
of plant. The entire cost dismantling and erection etc will be borne by the
Contractor. To ensure PG of plant after first year from DoC of plant and every
year thereafter, the Contractor will be allowed to erect additional number of
solar modules without extra cost to employer.
iii) Compensation for Shortfall in Performance during the Performance
Acceptance of Plant.
During the Performance Acceptance of plant, any shortfall in the Performance
Ratio (PR) as determined through the PR Test Procedure specified at clause
no 10.2 above will attract imposition of liquidated damages. For every 0.01
shortfall in PR below 0.78 by the Contractor, a penalty of 1% of the Prices of
Schedules 1, 2, 3, 4 & 5 for SPGP shall be levied and deducted from 5% balance
amount.
10.6 PDN & Customer Service Performance

i) The minimum performance ratio (i.e available healthy system for supply) of
PDN should be 85% during year. In case of failure to adhere the same, than for
every 1% shortfall a penalty of 10000KES/year shall be charged.
ii) The break down/corrective maintenance of PDN system should be maintained
as per clause 5.10.
iii) If break down/corrective maintenance is not adhered as per clause 5.10 (i) then
Page 440 of 449

delay of every day will be subjected to10 KES/day/connection.
11. INTERCONNECTION WITH STATE GRID
Initially, the Mini-Grid shall work standalone in un-electrified areas and will not be
interconnected with the Grid. However, few years later whenever State or
National Grid is expanded in that area then these Mini-grids shall be allowed to
interconnect with the Distribution Licensee’s system following the technical
standards for interconnection with the Grid.
12. CUSTODIAN OF THE MINI-GRID
The Contractor shall be the custodian of the Mini-Grid at all times during
the term of this Contract (unless transferred whole or part of the Mini-Grid to the
REA/Distribution Licensee /Any agency nominated by REA or Government of the
Republic of Kenya) and shall be responsible for any theft, loss and damage of
assets, etc. related to the Mini-Grid. All the recoveries pertaining to any loss of
asset due to above reasons shall be on account of Contractor only.
13. GROUND WATER USES /RIGHT OF WAY
The contractor shall be responsible for provisions for Ground water
usage/availability of water/drainage/Right of Way and other approvals. In case of
difficulty, the KPLC will provide recommendation letter to other Govt.
departments on request of contractor.
14. STREET LIGHTS
During tenure of O&M, the Contractor shall allow the installation of street
lighting by the KPLC / Local authorities or their representative on PDN in the
areas where house-hold connections have been made. In that case contractor will
also collect revenue on account of consumption of energy etc as per norms of
from local authorities/agency and deposit the same to KPLC account.
14. ENVIRONMENTAL AND SOCIAL SAFEGUARDS
14.1 The Contractor shall be responsible for adherence to the Environmental and Social
Safeguards as provisioned in Kenyan Law.
14.2 In addition to providing the electricity generation, connection and supply, the
Page 441 of 449

Contractor shall at all times are required to adhere to the Environmental and Social
Management Framework.
14.3 To Be Avoided By the Contractor during O&M of Mini Grids

The Contractor shall ensure that the following are avoided while operations and
maintenance of the Mini-Grid.
i) Clearing of natural forest or using its resources,
ii) Any type of land acquisition resulting involuntary resettlements,
iii) Any type of land encroachments (informal settlers, non-titled entities),
iv) Lack of provision for advance notice and lack of due crop compensation for
owners and stakeholders while maintenance of lines.
v) Adverse impact to any indigenous people (if any) in the Mini-Grid area,
vi) Non conformity of the local laws,
vii) Non-compliance of Kenya Bureau of Standards (KEBS),
viii) Blockage of drainage and consequent flooding or erosion due to cross
drainage structures such as new roads or water access,
ix) Lack of internal drainage system for the rain fall run off,
x) Non-involvement of local labor.
xi) Waste disposal or waste run off in the nearby fields,
xii) Lack of water conservation plan,
xiii) Lack of arrangements for safe handling and management of e-waste (CFLs,
lead acid batteries, LEDs, solar panels),
xiv) Non-compliance with Workers Right, Health and Safety of the Workers and
community at large.
********
Page 442 of 449

N. MINI GRID DESCRIPTION

Note:- This list shall be submitted by Contractor before commissioning of SPGP
and PDN and checked by Employer and to be made part of Contract agreement
of O&M
A SPV Lot No_____Mini-Grid No_____,------kW (--------kWp DC ) Solar Plant

Generation Plant consists of
Sr List of Quantity MAKE Technical Test Instruction

No equipment Details Reports Manuals
Installed in Enclosed Enclosed
SPGP
Equipment
Solar PV TD-1 TR-1 IM -1
Modules
Inverters TD-2 TR-2
BESS TD-3 TR-3
DG TR-3
Transformers TR-4
Buildings
Control Room
BESS Room
Any Other
Building
Gate
Boundary wall
With Electrical
Fencing
B 11 kV Power Distribution Network (KPLC Norms)
List of Quantity MAKE Technical Test Instruction

equipment Details Reports Manuals
Installed Enclosed Enclosed
All Aluminum TD/PDN/11/ TR/11 /PDN/- IM/11/PDN/1
Conductor 1
Page 443 of 449

Transformer TD/PDN//11/2 TR/11/PDN/2 IM/11/PDN/2
Poles TD/PDN/11/3 TR/11/PDN/3
11 kV CB
11kV Isolators
And so on
C Power Distribution Network (PDN) of 415V, (KPLC Norms)

All Aluminium TD/PDN/1 TR /PDN/-1 IM/PDN/1
Conductor
Poles TD/PDN/2 TR/PDN/2 IM/PDN/2
Brakers TD/PDN/3 TR/PDN/3
Insulators TR/PDN /4
And so on TR/PDN/5
D Power Distribution Network (PDN) of 240V (KPLC Norms)

All Aluminum TD/PDN/1 TR /PDN/-1 IM/PDN/1
Conductors
Poles TD/PDN/2 TR/PDN/2 IM/PDN/2
And so on TD/PDN/3 TR/PDN/3
TR/PDN /4
TR/PDN/5
Page 444 of 449

Appendix 1. Terms and Procedures of Payment for O&M Contract
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 given in the 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 deliveries may be made by the Contractor as
work proceeds.
Payment terms for O&M Contract
Operation and Maintenance of Solar Power Plant and the Power Distribution Network
including attending to Faults and Complains for 7 Years Operations and Maintenance
(O&M) Services:
(i) During first four years of the O&M period, 11.5 % of the contract price will
be paid yearly for O&M cost.
(ii) 18.0% of the contract price shall be paid annually during the year 5 to 7 for
generation O&M against satisfactory performance report of the O&M
services by the project manager. The O&M fees for SPGP, PDN and DG shall be
paid after every 3 months (Quarterly). The Contractor shall bill the Employer
their quoted annual charges quarterly, in arrears.
Interest on delayed payments
In the event that the Employer fails to make any payment on its respective due date, the
Employer shall pay to the Contractor interest on the amount of such delayed payment at
the rate of:
The interest rate for foreign currency payments to be LIBOR (6 months average) and for
local currency payments at the prevailing Central Bank of Kenya (CBK) rate.
PAYMENT PROCEDURES
The procedures to be followed in applying for certification and making payments shall be
as follows:
The payments shall be made directly to the Contractor through Telegraphic Transfers or
RTGS.
In case of Contractor being a Joint Venture of two or more firms, the payment under the
Contract shall be received by the Lead Partner on behalf of the Joint Venture, as per power
conferred to it in the Power of Attorney. The payment under the Contract, however, can also
be received by other Partner (s) based on authorization of the Lead Partner.
Page 445 of 449

Appendix 2: Performance Security Form– Bank Guarantee5

Beneficiary: [insert name and Address of Employer]
Date: _ [Insert date of issue]

PERFORMANCE GUARANTEE No.: ____[Insert guarantee reference number]
We have been informed that ____________________ (hereinafter called “the Applicant”) has
entered into Contract No. ________________dated ____________ with the Beneficiary, for
the execution of
____________________________ (hereinafter called “the Contract”).
Furthermore, we understand that, according to the conditions of the Contract, a

performance guarantee is required.
At the request of the Applicant, we as Guarantor, hereby irrevocably undertake to pay

the Beneficiary any sum or sums not exceeding in total an amount of
6
_________________(___) ,such sum being payable in the types and proportions of
currencies in which the Contract Price is payable, upon receipt by us of the Beneficiary’s
complying demand supported by the Beneficiary’s statement, whether in the demand
itself or in a separate signed document accompanying or identifying the demand, stating
that the Applicant is in breach of its obligation(s) under the Contract, without the
Beneficiary needing to prove or to show grounds for your demand or the sum specified
therein.
This guarantee shall be reduced by half upon our receipt of:
(a) a copy of the Operational Acceptance Certificate; or

(b) a registered letter from the Applicant (i) attaching a copy of its notice
requesting issuance of the Operational Acceptance Certificate and (ii)
stating that the Project Manager has failed to issue such Certificate within
the time required or provide in writing justifiable reasons why such
Certificate has not been issued, so that Operational Acceptance is deemed
to have occurred.
5
The Employer should insert either the Bank Guarantee or the Condi-onal Guarantee.
6
The Guarantor shall insert an amount represen%ng the percentage of the Contract Price specified in the
Contract and denominated either in the currency(ies) of the Contract or a freely conver%ble currency
Page 446 of 449
This guarantee shall expire no later than the earlier of:7
(a) twelve months after our receipt of either (a) or (b) above; or
(b) eighteen months after our receipt of:
(i) a copy of the Completion Certificate; or
(ii) a registered letter from the Applicant, attaching a copy of the
notice to the Project Manager that the Facilities are ready for
commissioning, and stating that fourteen days have elapsed from
receipt of such notice (or seven days have elapsed if the notice was
a repeated notice) and the Project Manager has failed to issue a
Completion Certificate or inform the Applicant in writing of any
defects or deficiencies; or
(iii) a registered letter from the Applicant stating that no Completion
Certificate has been issued but the Employer is making use of the
Facilities; or
(c) the ____ day of _____, 2___.8
Consequently, any demand for payment under this guarantee must be received by us at
this office on or before that date.
Revision, ICC Publication No. 758, except that the supporting statement under Article 15(a)
is hereby excluded.
_____________________
[signature(s)]
Note: All italicized text (including footnotes) is for use in preparing this form and shall be
deleted from the final product.
7
This text shall be revised as and where necessary to take into account (i) par%al acceptance of the Facili%es
in accordance with Sub-Clause 25.4 of the GCC; and (ii) extension of the Performance Security when the
Contractor is liable for an extended warranty obliga%on pursuant to Sub-Clause 27.10 of the GCC
(although in this laber case the Employer might want to consider an extended warranty security in lieu of
the extension of the Performance Security).
8
Insert the date twenty-eight days acer the expected expira%on date of the Defect Liability Period. The
Employer should note that in the event of an extension of the %me for comple%on of the Contract, the
Employer would need to request an extension of this guarantee from the Guarantor. Such request must be
in wri%ng and must be made prior to the expira%on 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
penul%mate paragraph: “The Guarantor agrees to a one-%me extension of this guarantee for a period not
to exceed [six months][one year], in response to the Employer’s wriben request for such extension, such
request to be presented to the Guarantor before the expiry of the guarantee.”
Page 447 of 449

Appendix 3: Advance Payment Security

Demand Guarantee
Beneficiary: ................................................... Name and Address of Employer .................................................................
Date:[Insert date of issue] ......................................................................................................................................................
Advance Payment Guarantee No.:[Insert guarantee reference number]
......................................................................................................................................................................................................................
We have been informed that . . . . .. . . . . (hereinafter called “the Applicant”) has

entered into Contract No. . . . . .. . . . . dated . . . . . . ..with the Beneficiary, for the
execution of, . . . . . .. . . . . (hereinafter called “the Contract”).
Furthermore, we understand that, according to the Conditions of the Contract, an
advance payment in the sum . . . . .. . . . . . (. . . . .. . . . . ) is to be made against an
advance payment guarantee.
At the request of the Applicant, we as Guarantor, hereby irrevocably undertake to
pay the Beneficiary any sum or sums not exceeding in total an amount of .
(. . . . .. . . . . ) 9 upon receipt by us of the Beneficiary’s complying demand supported
by the Beneficiary’s statement whether in the demand itself or in a separate signed
document accompanying or identifying the demand, stating either that the
applicant:
(a) has used the advance payment for purposes other than the costs of
mobilization in respect of the Facilities; or
(b) has failed to repay the advance payment in accordance with the Contract
conditions, specifying the amount which the Applicant has failed to repay.
A demand under this guarantee may be presented as from the presentation to the
Guarantor of a certificate from the Beneficiary’s bank stating that the advance
payment referred to above has been credited to the Applicant on its account number
___________ at _________________..
9
The Guarantor shall insert an amount representing the amount of the advance payment
and denominated either in the currency(ies) of the advance payment as specified in the
Contract, or in a freely convertible currency acceptable to the Employer.
Page 448 of 449
The maximum amount of this guarantee shall be progressively reduced by the
amount of the advance payment repaid by the Applicant 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 documentation indicating
full repayment by the Applicant of the amount of the advance payment, or on the .
. . day of . . . . . . . , . . . . .10, whichever is earlier. Consequently, any demand for
payment under this guarantee must be received by us at this office on or before that
date.
Revision, ICC Publication No. 758, except that the supporting statement under Article
15(a) is hereby excluded.
____________________ [signature(s)]
Note: All italicized text (including footnotes) is for use in preparing this form and shall be
deleted from the final product.
10
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 Beneficiary’s written
request for such extension, such request to be presented to the Guarantor before
the expiry of the guarantee.”
Page 449 of 449

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ten

RURAL ELECTRIFICATION AND RENEWABLE ENERGY CORPORATION

KENYA OFF-GRID SOLAR ACCESS PROJECT

REQUEST FOR BIDS FOR

Credit No. 6135: Project ID No P160009

Volume III: Schedule of Rates and Prices

Volume IV: Technical Specifications Documents

PART 1 – Bidding Procedures

Section I - Instructions to Bidders

Section I - Instructions to Bidders

1. Scope of Bid 1.1 In connection with the Speciﬁc Procurement Notice -

Section II - Bid Data Sheet

Copies of Type Test Reports shall meet the following requirements:

The major items in this project are:

ITB 13.1 Alternative Bids shall not be considered.

ITB 13.2 Alternatives to the Time Schedule shall not be permitted.

(b) In the case of Bids submitted by an existing or intended JV an

The deadline for bid submission is:

Street Address: Kawi House, South C, Bellevue

Section III - Evaluation and Qualiﬁcation

1.1 Technical Evaluation

The following factors and methods will apply:

(b) Life Cycle Costs

(c) Functional Guarantees of the Facilities-N/A

(d) Work, services, facilities, etc., to be provided by the Employer

(e) Sustainable procurement

(f) Alternative technical solutions for speciﬁed parts

(g) Speciﬁc additional criteria

2) It is mandatory to quote for power generation, distribution network and 7 Years

1.3 Multiple Contracts (ITB 35.6)

(b) Step 2: Evaluate completeness and responsiveness of individual Mini-grids for

The O&M contract payments will be made as follows:

Evaluated Bid price shall be calculated using the following method:

5 Environmental, Social, Health and Safety (ESHS) Services A5

Factor 2. Historical Contract Non-Performance

Factor 2. Historical Contract Non-Performance

Factor 3 Financial Situation

Factor 3 Financial Situation

contractor, joint venture

For Award of Lot 1

For Award of Lot 6

2.5 Contractor’s Representative and other Key Personnel per Lot

Ite Number Minimum Minimum

• Insulation resistance tester One per site

Section IV - Bidding Forms

Historical Contract Non-Performance ................................................................................................................................................. 103

To: [insert complete name of Employer]

We, the undersigned, declare that:

Option 2, in case of multiple lots: Total price of each lot:

Lot No: _________

Name of Recipient Address Reason Amount

(If none has been paid or is to be paid, indicate “none.”)

Name of the Bidder: *[insert name of the Bidder]

Schedule of Rates and Prices

TOTAL (to Schedule No. 5. Grand Summary)

Item Descrip%on Code Country

(1) (2) (3) (1) x (2)

TOTAL (to Schedule No. 5. Grand Summary)

Item Descrip%on Qty. Unit Price1 Total Price1

Financial Historic information for previous ____ () years