Contract for Engineering Procurement Construction

CoNrn rcr
FoR
ENGINEERING. PROCUREMENT aNI SUPPT-Y
BETWEEN
MAN DTESEL
SE, Grnn'raNY
(AS
SUPPLY
CoNrnecron)
AND
ATLAS POWER LIMITED, PAKISTAN
(As
OWNER)
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TABLE
oF
CoNTENTS
DEFINITI0NS
I
8
9
SCOPE
OF C0NTRACT
RES Po NSIBILITI
ES

o r O rywnn

RESPaNSIBILITIES
O
r
S uppLy
Conrnlcro
n
11
DESIGN.
t.
)
3.
4.
5.
6.
'7
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.

21.
)t
23.
24.
25.
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-
STAFFAND LAB0R
PLANT,
MATENALS
AND
IFoRKMAN9HIP
CoNrnIcr Prucn
AND PAVMENT
Co
a aBNcnarr,tr
DATE,
D ELAv,
Cntnen
Ononns.
NorasED
IYARRANTY
D E FA
u LT, Tp
nanl,qn

o I,t
INDEMNITIES
FoRcE
MAJEURE.
50
ASS IG
N MEN?,
S U B CO
N TRA CNNG
Noncns,ann
CouuaNtca
LI MI
TATI0N
O
F
L IABI
L ITY
D
r,sPaTE
R ES0I,UT{QN

Pnoprunr,eny
AND
CoNFIDENTTAL
INFqRMATT,N.

ig
20
24
25

27
29
37
37
JJ
56
56
Scnnnul,ns
ScnnnumNuunrn
Drr.c.rLs
SCHEDULE
1
TSCHNIcAL
SpBCINCATIoNS oF FACILITY
Scnrnulr
2
TrcsNrcal
SPEcTFTcATIoNS
Scntoulr3
PRoJEcr
ScHeourp
Scnrnuln4
Sne Derarrs
SCHEDULE
5
NorUseo
Scur'ouln
6
FORM
oF L/C

Scnnour,r
7
PPA
RELEVANT PRoVISIoNS
Scnonur,r
8
FoRu
orDowN PeyueNr BoNo
SCHEDULE
9
FORM
OF PROGRESS REPORTS
SCHEDULE
10
NoT
USED
SCHEDULE
11
Fonu
orNorrce to
CoprurNcE
Scnrnur,r
12
Fonu
or
Coxrnqcr CoprprBrroN
Centtplcatr
Scnnour,n
13
DRAwTNGS,

SpectrrcetloNs Rtvrpw
PnocBounr
SCHEDULE
14
Queurv
AssuRANcE /
Quernv
CoNrnor
Scnrntu,ri
15
FINAL
DocUMENTATIoN
Scnnour,n
16
PERMITS
AND
CoNSENTS
FRoM
ITELEVANT
GOVERNMENTAL
AUTHORITIES
SCHEDULE
17
LIST
oF AppRovED
SuBcol.rrRAcroRs
SCHEDULE
18
TECHNICAL
STUDIES

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CONrnacT
FoR
ENcrNrrnrNG"
PRoCUREMENT
INn Suppr,y
This
coNrn{cr
FoR
ENGTNEERTNG,
pRocuREMENT
AND suppl,y
(the
contract) is made
and entered
into
as
of this
14'h day

of
October, 2007
by and
between:
MAN
DIESEL
sE, a
company
duly
organized
and
existing
under the laws
of Germany, with
oflice located
at stadtbachstrasse
l,
86153
Augsburg,
Germany
(the
suppty contractor);
and
ATLAS
PowER
LIMITED,
a
company
duly
organized

and existing
under the
laws of Pakistan
with
office
located
at
2nd
Floor
Federation
House,
Sharae
Firdousi,
Clifton, Karachi,
75600,
Pakistan
(the
Owner);
(the
Supply
Contractor
and the
Owner
are
hereinafter
jointly
referred
to as
the Parties
or

singularly
as Party)
REcITALS
(a)
WHEREAS,
owner
wishes
to have
the
Supply
contractor
design,
engineer,
procure,
manufacture
and
supply
equipment
to
the
Owner
for a heavy
fuel oil-fired
diesel
engine generating
power
facility,
with a
total
capacity

of 213.60
MW
(neQ;
o)
WHEREAS,
Supply
contractor
is inter
alia
in
the business
of
providing
design,
engineenng,
equipment
procurement
and
off-shore
equipment tuppiies
for treavy
fuei
oil-fired
diesel
engine generating
power
facility projects;
(c)
WHEREAS,
Owner

wishes
to conclude
an
agreement
with
Supply
Contractor for
the
design,
engineeing,
procurement,
supply
and
delivery
of equipment
and workshop
testing
ofthe
afore-mentioned
Facility
related
thereto;
and
(d)
WHEREAS,
the
Parties
desire
to set
forth

the
terms and
conditions
under which
Supply
conhactor
will provide
and owner
will
pay
for
such works
and services.
No%
THEREFonE,
in
consideration
of the
mutual
covenants
herein
contained, the
receipt
and
sufficiency
of
which
is hereby
acknowledged,
intending

to
be legally
bound, the
parties
hereto
agree
as follows:
DrrrmnoNs
l.
capitalized
terms
used
in this
contract,
including
the recital
hereto,
without
other
definition
shall
have
the
meanings
specified
hereunder,
unless
the
context requires
otherwise.

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Applicable
Laws
shall
mean all
laws, treaties, ordinances,
rules,
regulations
and
orders
having
force
of
law, and any authoritative
interpretation
ofsuch
laws, treaties,
ordinances,
rules,
regulations

and
orders issued
by
a competent
court,
arbinal tribunal
or
other
governmental
agency
that directly
or
indirectly
apply
to the
Facility
or
any
supply,
service
or
work
thereof valid on
the Effective Date.
Applicable
Permits
shall mean all authorizations,
consents,
decrees,
permits,

waivers,
privileges
or approvals required to
be
obtained
or
maintained
by the Supply
Contractor in connection
with Supply
Contractor's
obligations to
be
performed
hereunder.
Approved Design
shall mean
the
design
arrived at after the
completion of the
review
procedure provided
in
Section
5.2
(Constuction
Documents)
and
as

per
the
Specifications.
Business Day(s)
shall
mean
business
day(s)
in
the Country
and
in Germany.
Change
in Law
shall
mean:
(a)
the adoption,
promulgation,
repeal, modification
or reinterpretafion
after
Effective Date
by
any Public
Sector
Entity of
any Applicable
Law of
the

Counky
(including
a
final, binding
and non-appealable
decision
ofany
Public
Sector Entity); or
(b)
the imposition
by a Relevant
Authority
of any
material term
or
condition
in
connection
with
the issuance,
renewal, extension,
replacement
or
modification
of any Consent
and Governmental
Authorizatton
after
the

Effective Date:
or
(c)
the imposition by a Relevant Authority
of
any additional
Conseint,
that in
the case of
each of
the above clauses establishes a
change in
either
cost or
revenue
as a
consequence
of
any requirement
for the
desigr of
the Facility that
is
materially
more
restrictive than the most
restrictive requirements
(i)
in
effect as of

the
Effective
Date,
(ii)
specified in
any applications,
or other
documents
filed
in
connection
with such applications.
for
any Consent filed
by
any Party
on or before
the
Taking
Over,
and
(iii)
agreed
to
by
any Party
in
any agreement
in the Project
Documents.

Change Ortler
shall mean a
written
order
to
Supply
Contractor
pursuart
to Section
l0
hereof
authorizing
an
addition,
delehon or
re\rslon
rn the
work
any
change m
the
C'ontract Price, and/or
any adjustment of
the
Scheduled
Taking
Over
Date.
Commeutement
Date shall have the meaning

as definbd
in Section
9.
Completion
Cost shall bear the meaning ascribed thereto in
Section 15.2.5.1:
Confidential
Information
shall bear the meaning ascribed thereto
in
Section
24.1
Consent shall
mean
all
approvals,
consents, authorisations,
notifications,
concessions,
acknowledgements, licences
(including
the Generation
License),
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pennits, decisions or
similar
items which is or
are
issued
by a Relevant
Authority
and
which the Owner
or
any
of
its
contractors
is
required
to
obtain from
any Relevant
Authority.
Construction Contract
shall
mean the
agreement
so

entitled between
the
Owner and
the Construction
Contractor
dated
October
14.2007
for
the construction,
erection,
installation,
testing and
commissioning
of
the Facility
and each of
its
components.
Construction Contractor
shall mean
Shirazi
Trading
Company
(Private)
Limited, a
company
duly organized and
existing under the
laws

of Pakistan,
with
offrce
located
at
8th Floor, Adamjee House,
I. I.
Chundrigar
Road,
Karachi, Pakistan.
Construction
Documents shall mean
all
drawings,
calculation, computer
software
(programs),
samples,
pattems,
models,
operation
and
maintenance
manuals,
and
other
manuals
and
information of a
similar nature, relating to

Works, to
be submitted
by the
Supply
Contractor to
the Owner
as required
by
the
Specifications
and Schedule
13
(Drawings,
Specifications
Review Procedure).
Contract
shall mean this Engineering,
Procurement
and
Supply Contract,
including
all Schedules attached
hereto
and such further documents
as
may
be
expressly
incorporated in
the Contract

with the consent
of
the Parties, including
any Change
Orders.
Contract Completion
Certilicate
shall mean the certificate
issued
by
the
Owner's
Representative under
Section
14.10, in the form set
out
io Schedule
12
(Form
of
Contract Completion
Certificate).
Contract
Period
shall
mean the
period
commencing
from the
date

of receipt
of
the
Down Payrnent
and ending upon the complete
performance of
the
respective
obligations
of
each of
the
Parties under the Contrzct-
Contract
Price
shall mean the amount
payable
to
the Supply Contractor
set
forth in
Secfion
8
and as
adjusted
pursuant
to
the terms ofany
Change
Order,

ifapplicable.
Contractor's Representative shall
bear
the meaning
ascribed thereto
in
Section
4.7.
Cost
shall mean expenditures
properly
incurred
(or
to be
incurred)
by
the Supply
Contractor,
whether
on
or
ofl the
Site, including
overheads, insurance
and
similar
charges
also
including
profit.

Country shall
mean
the
Islamic Republic
of
Pakistan, treing the
country
in
which the
Site is
located.
Defects
or Deficiencies shall mean,
unless otherwise specifically
stated and
without
limitatisn,
any
alesigns,
engineering,
Plant, Materials or
suppl
ies
which
fail
to
conform
to
the
Specifications or

the
warranties
given
hereunder
or are
of improper
or
inferior
workrnanship
or are not as
explicitly
described herein.
Disclosing
Party shall bear the meaning ascribed
thereto in Secfion
24.1.
Down
Payment
shall bear the meaning ascribed thereto
in
Section 8.3.2.
Down
Payment
Bond shall
bear
the meaning ascribed
thereto
in
Section
4.2.1,

whic\,
shall be
in the form
set forth
in
Schedule
8
(Form
of
Down
payment
Bond).
Down
Payment
Bond
Expiry
Date
shall
bear
the meaning ascribed
thereto in
Section 4.2.2;
Effective
Date
shall
mean
the date
on which
this
contract shall be duly

signed by
both Parties.
EUR shall
mean
the legal
currency
of the
European
Union.
Facility
shall
mean
the
electricity generating
facility, as described
in
the
Specifications,
to
be constructed
on Owner's
Site
in the Country.
Final
EIA
Report
shall
bear the meaning
ascribed
thereto in Section 4.12.2.

Force
Majeure
Event
shall bear
the meaning
ascribed thereto in
Section 19.
Fuel
Supplier
shall
mean
Pakistan
State
Oil Company Limited,
a
company
incorporated
under
the laws
of Pakistan
with
its resistered office
located
at
pSo
House,
Khayaban-e-Iqbal,
Clifton, Karachi.
Fuel
supply Agreement

shall
mean
the agreement
so entitled entered into
between
the Fuel
supplier
and the
owner
dated
5ft
october
200]. for the
provision
offuel for
purposes
of testing,
commissioning
and
operating
the Facility.
GOP
shall mean
the
Government
of Islamic
Republic
of
pakistan.
Governmental

Authorities
shall
mean
any
local
or national
agency,
authority,
departments,
inspectorate,
ministry,
official
court, tribunal,
or
public
or
statutory
(whether
autonomous
or not)
which
has
jurisdiction
over the
parties
or
all or any
aspect
of the
subject

matter
of the Fro.lect.
Governmental
Authorization(s)
and/or
Governmental
Approval(s) shall
mean all
permits'
licenses,
authorizations,
consents,
decrees,
waivers,
privileges,
approvals,
authorizations
or
exemptions
frorn,
and
all
filings with, and notices-
io, utty
Governmental
Authority
required
in
order for
the

Facility to
be
engineered, procured,
conskucted
and
operated
lawfully.
Grid
shall mean
the
electrical grid
of the
power
purchaser.
Hazardous
l,taterials
shall
mean
any toxic
or hazardous-
substance
or waste
regulated
by Applicable
Laws
in the
corurtry
or
in Supply contractor's
country

or
stated
as hazardous
by the
Governmental
Authoritics.
Implementation
Agrcemcnt
shall
mcan
means
the
asreenrent so entitled entered
into
between
the
government
ofthe
country and
the
ownir dated lgft
september
2007.
L/c
shall
mean
the
irrevocable
letter
of credit,

issued
by the rJC
Issuing Banlg
to be
established
by the
owner in
favour
of the
supply
contractor in accordance
with
Section
8.3.5, in
the
form
set
our in
Schedule
6
@orm
of L/C\.
as approved
bv the'
L/C
Issuing
Bank
shall
mean
the National

Bank
of
pakistan,
Supply
Contra ctor for issuance
of the UC.
Lapse
of
Consent
shall
mean any Consent (a)
ceasing
to remain
in full
force and
effect
and
not being renewed
or replaced
within
the time
period prescribed
by the
Applicable
Laws of
the
Country or
(b)
(other
than a Specified

Consent) not being
issued
upon
application
having been properly
and
timely made and diligently
pursued,
or
(c)
being
made
subject, upon
renewal or
otherwise,
to
any terms or
conditions
that
materially
and
adversely
affect
a Party's
ability
to
perform
its
obligations
under any

document included
within
the Project
Documents, in each of
the above
instances
despite
such
Party's
compliance with
the applicable
procedural
and substantive
requirements
as applied
in a
"non-discriminatory" (as
explained
in
Section
12.4
of the Implementation
Agreement)
manner.
Latent
Defect
shall
mean
any defect in
any section

of
the
works which
did not or
could not
have
become
apparent
upon a
diligent
and careful
examination
or testing
by
the
Owner.
Latent
Defects
Notification
Period shall
mean in respect
of
any section
of the
works,
the
period
commencing
on the
date

of expiry
of the warranty
period
for any
section
of the
works
and
continuing
until
the date which
is 24 months thereafter, as
may be
extended
under
Section 14.13.
Lender(s)
shall
mean the
financial
institutions
extending
financing to the
owner in
relation
to
the financing
(including
any
refinancing)

of the
project
(or
any
part
thereof),
together
with
their
respective
successors
and assigns.
Lenders'
Representative
shall mean
any
person
engaged
by any Lender in
connection
with
the transactions
contemplated
hereby whose
duties may
include:
(a)
examination
of the
design

and engineering
of
the equipment
to be supplied to the
country
and
(b)
co" nfirmation
of the information
contained
in each of the
proeress
Reports
and
any Payment
Documentation
and
the Taking
Over Certificate.
Major
Equipment
shall
mean
the
portion
of the Works,
as described in the
Specifications
as major
equipment.

Materials
shall
mean
things of all kinds (other
than
plant)
to be
provided
and
inc.rporatcd
in
thc works
by the
Supply
contractor,
including
thc supply-only items
(if
any),
which
are to
be supplied by
the Supply
Contractor
as specified in the
Contract-
Notice
to commence
shall
mean the written

notice
issued
to the Supply contractor
by I'hc
(Jwncr's
ltcprcscn
laLi vc
as scl. lirr11
lu Scction
9.:1,
,
in thc lirrnr scl.
lirlh in
Schedule
11
(Form
of Notice
to
Commence).
o&M
contract
shall
mctm
lhe agreement
so
entitled
to
te entered
into
between the

Owner and
the Operator
for the
operation
and maintenance
of
the Facility.
operator
shall
mean
the
contractor
appointed
pursuant
to
the o&M contract
for the
operation
and
maintenznce
of the Facililr.
ownerf
s Documents
shall mean
all
documents
issued by the
owner to other
contractors,
or documents

submitted
by those
contractors
to the owner,
or the
proiect
Documents,
which pertain
to the execution
of the works
under the
project.
Owner's
Representative
shall have
the meaning
as
per
Section 3.4.
Parties
shall mean
collectively
the Owner
and
the
Supply
Contractor.
Party
shall mean
the

Owner or the
Supply
Contractor,
as the
case
may be.
Payment
Documentation
shall
bear
the meaning
ascribed
thereto in
section
g.3.3.
Person
shall mean
any
individual,
corporation,
company, partnership.
joint
venture,
association,
trust, unincorporated
organization
or Government
Authority.
Plant
shall

mean
new
and
clean
machinery
and
apparafus
intended
to form
or
forming
part
of the
works
including
the
supply-only
items
(if
any),
which
are to
be
supplied
by
the Supply
Contractor
as
specified
in

the
Contract.
Power
Purchaser
shall
mean
National
rransmission
& Despatch
company
(Through
central
Power
Purchasing
Agency)
on
behalf
of Ex-wApDA
Distribution
companies),
a
public
limited
company
incorporated
under the laws
of
pakistan,
with
its

principal
offrce
at
WAPDA
House,
Shahrah-e-euaid-e-Azam,
Lahore,
pakistan.
Power
Purchaser's
Interconnection
Facilities
shall
mean the
facilities to
be
provided
by
the Power
Purchaser
for
receiving
power
produced
by the
Facility.
PPA
Relevant
Provisions
or Power

purchase
Agreement
shall
mean the
relevant
provisions
of the power
purchase
agreement
dated
66 september
2007
entered into
between
the
owner
and
the
Power
purchaier,
as
may
be amended from
time to time,
which
are
contained
in
Schedule
7

(ppA
Relevant
provisions).
Programme
shall
bear
the meaning
ascribed
thereto
in Section 4.14.
Progress
Reports
shall
mean
the
progress
reports
to be
delivered
by Supply
Contractor
on a monthly
basis
as
set
forth
in
Seution
4.4
antt in {.hc

lorm
sct
forth
irr
Schedule
9
@orm
of
Progress
Reports).
F'ject
shall
mean
the
Facility
tq be constl'lrcted
on the
Site in thc
country.
h'oJcct
Docurucuts
shall ritcult
dre;
PPA
Rclcvaul.
Provisions,
thu O&Iv{
Conlr:aut alil
the Fuel
Supply

Agreement.
Project
schedule
shall
mean
the time
frame
as
per
schedulo
3
(projoct
schodulo).
Prudent
Electrical
Practices
shall
mean
the
use of
equipment, practices
or methods,
as
required
to
comply
with
applicable
industry
cooeq

s-tandards,
and
regulations in
the Country:
(a)
.to
protect
Power
purchaser's
system,
employees,
agents, and
customers
from
malfunction
occurring
at the
project
and
(b)
to
protect
the Frolect
ano
ffiflH:r;
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rrnders
and
agents at the
project

r,o,q.
malfunctions
occurring
on the
Grid.
,. t,i-
._,
'-'-
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].:
.l
)-j :'::,.;,; ,:.,
Prudent
Utility Practices
shall mean
those
practices,
methods,
and
equipment, in
effect
at the
time of performance
of
the Works, that
are commonly used on an
international
basis
by
the electric

utility
industry
having
regard to engineering
and
operational
considerations
in
the country
to engineer,
design and
manufacture,
operate
and maintain
electric power generating
equipment
lawfully and with
safety,
dependability,
efficiency
and economy.
Public
Sector
Entity
shall mean
(a)
the federal government,
the
provincial
govemment,

any
subdivision
of either,
or any local
govemmental
authority with
jurisdiction
over
the owner,
the Project,
or any
part
thereof,
or
(b)
any
depanment,
authority,
instrumentality,
agency,
or
judicial
body of
the
federal
govemment,
the
provincial
govemment
or any

such local govemmental
authority,
(c)
courts
and
tribunals
in
the
country,
and
(d)
any commission
or independent
regulatory
agency or
body
havingjurisdiction
over the
Owner,
the
project
or
any
part
thereof.
Receiving
Party
shall
bear
the meaning

ascribed
thereto
in
Section
24.1.
Relevant
Authority
shall
mean
the department,
authority,
instrumentality,
agency or
other relevant
entity
from
which
a consent
is to
be obtained
and
any authority,
body
or
other
Person having
jurisdiction
under
the Applicable
Laws of

the country with
respect
to the Project,
as
the case
may be.
Scheduled
raking
over
Date
shall mean
March 3l't,
2009,
as may be
modified in
accordance
with
this
Contract.
site
shall
mean
the area
of land
provided
by
owner, on
which the Facility
is
to

be
built and
installed,
as
clearly
described
and outlined
in Schedule
4
(Site
Details).
specifications
shall mean
the specifications
for the
design,
engineering, manufacture,
piocurcmcnt
and
supply
of
the Facility
set forth in
Schedule
I
(Technical
Specilications
of Facility)
and
Schedule

2
(Technical
Specifications).
Specified
Consent
shall
bear the meaning
ascribed thereto
in
the
Implementation
Agreement.
Subcontractor
shall mean
any
subcontractor
of the Supply
contractor, manufacturer
or supplier
for
a
part
of
the works
or any
person
to
whom
a
part

of the
works has
been
subcontracted
in
accordance
with
Section
20.2, and
the legal
successors in title
to such
Person,
but not
anv
assignee
of such
person.
supply
contractor
shall
bear
thc nrcani.g
ascribetl tleretu
in
the
Re.:itals.
supply
contractorrs
Documents

shall
mean
all
project
documents, which pertain
to
the
desipgr,
engineering, procurcment,
rnanufacture
and
supply
of equipment for the
Project.
supply
contractor's
Equipment
shall
mean all
machinery
apparatus
and other
things required
for
the execution
and
completion
of
the Works
and the

remedying
of
any
Defects
or Deficiencies,
but does
not
include
plant,
Materiiti,
Major
Equipment
or other
things
intended
to
form
or
forming part
of the
project.
+"
''ti
.: -i"*
'
i;'
:;
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-,,-,
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ir.'.Z ,',
:,,.,r,r,.',_
i:
,1
i.,
,
.
ii
'r.'
.r
.
-,.
j;j
)
Taking
over
shall
bear the
meaning ascribed
thereto
in the construction
contract.
Taking
Over
Certificate
shall
bear the meaning
ascribed

thereto in
the Construction
Contract.
Taking
over Date
shall mean
the date
of
Taking
over, as stated in
the Taking
over
Certificate.
Temporary
works
shall mean
all temporary
works
of every kind
required
for the
execution
and
completion
of
the
Work
and
the
remedying

of
any
defects.
Time for
completion
shall mean
the time permitted
herein for achieving
the
Taking
over which
raking
over
shall
be achieved
on
or
prior
to the
Scheduled
iaking
over
Date.
Warranty
shall
mean the
warranty
set forth
in
Section 14.

Warranty
Period
shall
mean
the
period
commencing
on Taking
Over Date
1as
provided
for in
the
Taking
over
cerrificate)
and
shall tirminate
twilve
(12)
months
thereafter.
The
warranty
Period
for
subsequent
adjustments
and replacement
parts

shall sfart
anew
for
a 12
months.
In any
event
the warranfy
period
shall end
latest
forty
two
(42)
months
after
Commencement
Date.
Works
shall
mean
design,
engineering, procurement,
manufacturing,
factory
testing,
supply and
delivery
of Plant,
Materials,

equipment
(including
Major
Equipment),
and
other services
to
be
provided
by the
Supply
contractor
in accordance
with
this
Contract.
Scopn
OF
CoNTRAcT
For and in
consideration
of the
amounts
to
be
paid
to Supply contractor
by owner
as
hereinafter

set forth,
and
subject
to the terms
and
conditions
contained
heriin,
supply
contractor
agrees
to
provide,
furnish
and perform
the worh
as required
uy
aJ in
accordance with
the following
documents
which
have been concurrently
identified
by
the Parties
hereto
and
made

part
hereof
as
if
fully
set forth herein:
(a)
This
Contract
including
any amendments
or
Change Orders hereto;
and
O)
Tiie
Scirerjtiies
atlacired
hereto.
Tlte
docutticrrls
lorrlilg
lhr:
Currtract
arc tu
bc
kkcn as rnutually explanalory
gf
orrc
another. If

there
is
an ambiguity
or discrepancy,
the
owner's Repiesentative
shall
issue
the
oecessary
clarifications
or instructions
to
the supply contractor
and
the
abovementioned
order
of
the documents
shall
also
be the oiiei
of their precedence-
The
foregoing
documents
shall
not
be

altered
without
the
prio-nut,ul
*.itt*
consent
ofthe
Parties.
,:
3.
Rnspot{srnrr,lTlEs
oF
OwNER
3.1
OwNER'sGENERALRESPoNSTBTLTTTE
The
Owner shall pay
the
Supply Contractor
for the Contract
Price
and
provide
the
relevant
payment
security
in
accordance
with

Section 8
.
The Owner recognizes
and
aclcnowledges
the
duty to
co-operate
with
the Supply
contractor,
and agrees
not
to
unreasonably
interfere
with
the
Supply
contractor's
agent, employees
or
Subcontractors
during
the
performance
ofthis
Contract except
as
provided

herein
and
not to unreasonably
withhold
documents
necessary
for
payments.
3.2
PERMITS.
LICENSES
oR APPROVALS
The
Owner shall
obtain
all
necessary
Consents, permits,
licenses
or approvals
as
per
Schedule
16
(Permits
and
Consents
from Relevant
Governmental
Authorities)

attached
hereto.
The
Supply
Contractor
shall, at the request
and cost of the
Owner,
provide
reasonable
assistance
in
applying
for Consents,
permits,
licenses
or approvals
which
are required
for any part
of the
Works
and
required
to
be
obtained
by
and are
applicable

to the
Owner
for
delivery
of
Plant,
Materials
and
the
Supply
Contractor's
Equipment,
and for
the completion
of
the works
as specifically
set out
in
this
Contract.
Such requests
may
also include
requests
for
ihe
Ownlr's assistance
in
appllng

for
any
necessary
govemment
consent
to the
re_export
of the
Supply
Contractor's
Equipment
when
it is removed
from
the
Site. It is
ttre
sole
responsibiiity
of
the
Supply
Contractor
to
timely
request
such assistance
and to
provide
all

necessary
documentation
and
other
information
to facilitate
the
orovision of such
assistance.
The
Supply
Contractor
shall
be responsible
for all permits,
licenses,
approvals
and
consents
outside
the county,
if
any, relating
to the
works, equipment
(including
Major
Equipment),
plant
and

Materials.
3.3
NorUsrn
3.4
OwNER,sREPRESENTATTVE
3.4.1
Appointment
of
Owner,s
Representative
'
The
Owner will
appoint
a representative
(the
Owner's
Representative)
that
shall
serve
as the Owner's
interface
with
the
Supply
Contractor
with
respect to all
aspects

of
the
performance
of the
work
under
the
contract.
The
ownei
may replaci
the
Owner's
Representative
at
any time
(and
from time
to time) with
prior
written
notice
to
the Supply
Ccntnctcr.
3.4.2
Duty
of Owner's
Representative
inspection,

examination,
testing,
consent,
approval
or
similar act by the Owner's
Representative
(including
the
absence
of disapproval)
shall
not relieve the Supply
Contractor from
any
duty,
responsibility
or
obligation, including responsibility for
his
acts,
errors, omissions,
discrepancies
and
noncompliance with Section 5.3, 5.4 and
other
terms of this
Contract. The
Owner's
Representative is the Supply Contractor's

pnmary
point
of
contact with
the Owner
in relation to
performance
of
the Works,
under
the
Contract.
The
Owner's Representative
shall copy
to the
Owner all communications
given
or
received
by him in
accordance
with the
Contract.
3.4.3
Owner's
Representative
Authorify
to
Delegate

The
Owner's Representative
may from
time
to time delegate any
of
his duties
to
assistants, and
may
at
any time
revoke
such
delegation. Any such delegation
or
revocation
shall
be in
writing
and shall not
take
effect
until it has
been
delivered
to
the
Supply Contractor
and

to the
Owner.
Any
determination, instruction, inspection,
examination,
testing,
consent,
approval
or similar
act
to any such
assistant of
the
Owner's Representative
shall
have the
same effect
as
though
it
had been the act ofthe
Owner'
s
Representative,
however:
(a)
any
failure
to
disapprove any

Plant, Materials, design or worknanship shall
not
prejudice
the
right
of the
Owner's
Representativ€ to reject such Plant,
Materials,
design
or workmanship;
and
O)
if
the
Supply
Contractor
quesfions
any determination
or instruction of
an
assistant of the
Owner's
Representative,
the
Supply
Contractor may refer the
matter to
the
Owner's Representative

who
shall
confirm, reverse
or
vary
such
determination
or
instruction.
3.4.4 Owner's
Responsibility
The
Owner
shall cause
the
Owner's
Representative
to
perform
every act required
under
the
Contract
to
be
performed
by
the Owner's Representative,
and any obligation
stated

under the Contract
to
be an obligation
of the Owner's Representative is
deemed
to be
an
obligation
of
the
Owner.
The
Owner is responsible to the Supply Contractor
for any
act,
error
or
omission
of the
Owner's Representative in the
performance
of
his/her
duties
under the
Contract
as
if they
were
an

act.
enor or
omission
of the
Owner.
3.4.5
Owner's
ltcpresentative's
Instructions
The
Supply
Contractor
shall
comply with
instructions
givcn
by
thc
Owner's
Representative
in
accordance
with
the
Contract.
3.4.6 Owner's
Representative
to Attempt
Agreement
When

the
Owner's Representative
is required
to determine value,
Cost
or
extension
of
Time
for
Completion,
he
shall
consult
with the
Supply Contractor in
an
endeavor to
reach agreement.
If agreement
is not
achieved,
the
Owner's Representative shall
determine
the
matter,
subject
to the
right

of
either Party to
seek
recourse
pursuant
to
Section
23.
4.r
4.1.1
Owner's
Representative's
Discretion
Whenever,
under the Contract,
the Owner's
Representative
is
required
to exercise
discretion
by:
(a) giving
a decision, opinion
or consent;
(b)
expressing
a
satisfaction
or

approval;
(c)
determining
value;
or
(d)
otherwise
taking
action
which
may affect
the
rights
and obligations
of the Supply Contractor
or the
Owner,
the
Owner's
Representative
shall exercise
such
discretion
fairly and
reasonably
within the
terms
of
the Contract
and having

regard
to
all
the circumstances.
NoTUSED
4. RESPONSIBILITIES
OF SUPPLY
CONTN-A.CTON
SUPPLY
CONTRACTOR'S
GENERAL
RESPONSIBILITIES
Supply Contractor shall
perform
the Works in
conformity with
the
requirements
set
forth
in the Contract, including
the Specifications,
and
in compliance
with all
Applicable
Laws
and
Applicable Permits and intemationally
recognized

professional
and
industry standards
(including
Prudent
Utility
Practices and
Prudent
Electrical
Practices),
as
defined
in the
Contract
and the hoject
Documents.
The
Supply
Contractor
shall further design, engineer,
manufacture and supply
the equipment
and
complete the
Works
in
a manner consistent with the requirements
of, and
so as
to

enable
the
Owner
to
comply
with
its
obligations under,
the Power
Purchase
Agreement. The Owner
is
relying upon the experfise
of
the Supply
Contractor
to
design,
engineer,
manufacture and
supply
the equipment
and
complete the
Works
for
the Project
in
accordance
with

the terms
of
this Contract.
The
Supply
Contractor
acknowledges the Owner's
reliance upon the expertise of
the Supply Contractor
as set
forth
in this Section.
The
Works
as
completed by
the Supply
Contractor shall
be
wholly in accordance
with the Contract and
generally
recognized
professional and industry standards
(including
Prudent
Utility
Practices and Prudent
Electrical
Practices),

as
defined in
the Contract
and
the
Project Documents. The Works shall include
any
work
which is
necessary
to satisf'
the
Specifications
provided
herein
and the Schedule
attached,
or
is
implied
W
the Confo:act, or arises from any
obligation
of
the Supply
Contractor,
and all Works not mentioned in the Contract but which may be
infened
from
the

Conffact
to be necessary for stability, completion,
and
the safe,
reliable and
efficient
4.t.2
4. r.3
opciation
of
the Works and tlie F.,.iiiiy.
The
Supply Contractol shall
desigri, cxcsute
urrtl
currrplete l"hc Works,
irrclurlirrg
providing
Construction Documents, within
the
Time
for Completion,
and shall
remedy any Defects or Deficiencies
that
may arise
wiftin
tle
Warranty
Period

irrcspcctive of
whether such Def€cts
or
Deficiencies
catl
be remedied
dur-ing
the
Warranty Period.
The Supply Contractor
shall
provide
Plant,
Materials,
Supply
Contractor's Equipment and all
other things, whether of
a temporary
or
permanent
nahre,
required
in
and for such design,
execution,
completion
and
remedfng
of
Defects

or Deficiencies.
The Supply
Contractor shall, upon
the
Owner's request submit such
details of
Works
4.1.4
as reasonably
required
by the
Owner.
4.1.5
Any approval
or failure
by the
Owner's
Representative
to disapprove
or object
to any
matter or
thing
shall
not
prejudice
his
power
subsequently to
take

action under
the
Contract
in connection
therewith.
4.1.6
The design,
scope
and specification
ofthe
Supply
Contractor's
interconnection works
are set out
in
Schedule
7
(PpA
Relevant
provisions).
4'1.7
The
Supply
contractor
shall
provide
the
owner with the
data
necessary for

construction
of the Power
Purchaser's
lnterconnection
Facilities
as
oer Schedule 7
(PPA
Relevant
Provisions)
within thirty (30)
days
of Commencemint
Date. Based
on
this information,
Owner
will
instruct
Power Purchaser.
to
design,
construct and
complete
the
Power
Purchaser's
Lnterconnection
Facilities.
Within

12 days
of
a
request
by
the Owner,
the
Supply Conhactor
shall
provide
all
additional
information
reasonably
requested
by
the
Owner or
the
Power Purchaser
in connection with
its
completion
of the
Power
Purchaser's
Interconnection
Facilities.
The
timely

provision
by the
Supply
Contractor
of such supplemental
or additional
information
shall
not
modiff
the
obligation
of
the
Owner and
the
Power Purchaser
to complete
the Power
Purchaser's
Interconnection
Facilities
in
a
timely
manner.
4.2
DowNPAYMENTBOND
4.2.1
Within

5
Business
Days
following
issuance
of Notice
to Commence
by
the Owner in
terms
of Section
9.3, the
Supply
contractor
shall
provide
the
owner
with a down
payment
guarantee
from
a first-class
European
bank
which
is
acceptable
to the Owner
in

the format
stipulated
in Schedule
8
@orm
of Down
payment
Bond),
corresponding
to the amount
of the Down
payment,
guaranteeing
the repayment of
the Down
Payment
in case
of
non-shipment
by the
Supply Contractor
due to reasons
within
supply
contractor's
control
(the
Down
payment
Bond).

The
Down
payment
Bond
shall
come
into
force
upon the
Supply
conhactor's
receipt
of the Down
Payment, as notified
by the
Supply contractor
to the bank
issuing
thi Down
payment
Bond, with
a copy
of the
same
provided
to
the Owner.
The Parties
hereby
agree that it

shall be
the
Supply
Contractor's
obligation
to
immediately notif
the
bank issuing
the
Down Payment
Bond
of the
receipt of the
Down
payment.
4'2.2
The
Down
Payment
Bond
shall be valid
until
the Down
Payment
Bond
has
been
adjusted
to

a zero
balance
in accordance
with
the
provisions
tf th"
Do*t Payment
Bond
and Section
4.2.3
or turtil 15
days
following
last scheduled
shipmenf date,
whichever
is later
(the
Down
Payment
Bond
Expiry
Date).
The Supply
contractor
hereby
agrees
and undertakes
!o

keep the
Down
Piyment
Bond
valid
and
enforceable
-
untrl the Down
Payment
Bond
Expiry Datc.
In
the evint
itr.
oo*n
paymeut
Bond
expires
prior
to the
Down
payment
tsond
Expiry
Date,
the
Supply
contractor shall
c-xtend thc

validity
of the
Down
payment
Bond,
30 days
prior
io its
expiry, so as
to
keep
it valid
and
enforceable
until
the
Dov*zr
Pa;rment
Bond
Expiry Date.
ln the event
of failurc bv
thc Supply
Coutraclor to exlend
the
valiclity
of the
Down
Payment
Bond

in
accordance
with
this
section 4.2.2,
the
owner may
encash
the Down
payment
Bond
to its
full
outstanding
value.
4.2.3
The
Down
Payment
Bond
shall
be reduced
in
accordance
with
the terms
thereof.
4.2.4
upon
expiry,

the
Down
Payment
Bond
shall
be
null
and
void
and shall
immediately
retumed
to the
Supply
Contactor.
be
4.3
NoT USED
4.4
MoNTHLYPRoGREssREPoRTs
4.4.1
Monthly
progress
reports
in
writing
shall be
prepared
by
Supply contractor and

submitted
to
Owner's
Representative
in
six
(6)
copies
as set
out in Schedule 9
(Form
of Progress
Reports).
The Supply
Contractor
shall
submit
a sample
progress
reporr
for
the Owner's
review
and
approval within
thirty
(30)
days
after the Commencement
Date.

The first
Progress
Report,
in the form
and manner
approved
by
the
owner, shall
cover the
period
up
to the end
of the calendar
month
after the
Commencement Date.
Reports
shall
be submitted
on a monthly
basis thereafter,
within
ten
(10)
Business
Days
of the
next
month.

Reporting
shall
continue
until the
Supply Conhactor
has
completed
all
the
work
which
is known
to be
outstanding
at
the completion date
as
stated in
the
Taking
Over
Certificate.
4.4.2
Monthly
progress
reports
will
contain information
and
data

relatine to the resDective
time
period
(calendar
month)
and
cumulative
data
covering
the tinie
period
up to
the
last
day of the
respective
month
as well
as main
activifies
forecast
for the
subsequent
month.
4.4,3
Supply
contractor
will
also
give

access
to owner
to
the followine
information:
a)
copies
of quality
assurance
documents,
test results
and certificates
of
Materials
and
Major
Equipment,
established
for
the
Facility and held by
the
Supply
Contractor;
b)
safety
statistics,
including
details
of any

hazardous
incidents
and
activities
relating
to
environmental
aspects
and
public
relations;
c)
comparisons
of actual
and
planned
progress
of
the
works, with
details of
any
aspects.
which
may
jeopardize
the
completion
in accordance
with

thl
Programme
and
the Contract,
and
the
measures
being
(or
to be) adopted
to
overcome
such
aspects;
d)
survey
of the
unsolved
claims
or
disputes
that
involve
requests for extension
to the
Time
for completion
or
adjustment
to

any
other
date or milestone
set
forth
in
this
contract
or
increase
in the
contract
price
includine
chanee
Orders;
e) actual prqiect
:if.raticn,
descirptions
of
progress,
including each stage
of
design, procurement.
manufacture.
testing
and
delivery;
D
charts

showing
the stafus
of
construction
Documents, purchase
orders
and
manufacture:
g)
for
the
manufacture
of
each Major
Equipment,
the
name
of
manufacturer.
manufacfurer's
location,
percentage
progress
and
the
actual or expected
dates
of commencement
of manufacture,
the

supply
contractor's
inspections,
tests
and
delivery;
and
h)
any
supporting
information
and
documentary
evidence
in respect
of
any
requests
for
owner's
consent for
extension
to the
Time for
completion
or.
t:-,t ;.:
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'.:
:
4.6
adjustment
to any
other date or
milestone
set forth in
this
Contract or increase
in the
Contract
Price.
4.5
OrnrnReponrs
4.5.1 The
Supply Contractor
shall after
sixty
(60)
days
following the Effective Date
submit
a report
to the
Owner
detailing the
consents
required pursuant
to the

Project
Documents
which
are
applicable
to
the
Supply Contractor
and
which have
been
obtained
or which
have
been applied
for
but not
yet
issued
along with
a
plan
reasonably
acceptable
to the owner
for
obtaining
such consents
and an estimate
of

the
time within
which
such consents may
be obtained,
The
Supply contractor
shall assist
the owner
and
provide
all
such information
to the
owner,
to the
extent
it
is available with
the
Supply contractor, which
the
owner
requires
for
obtaining
consents
(including
consents) relating
to the works and

this
contract.
The
Supply
contractor
shall
promptly
notifu the owner
in a timely
manner
upon
becoming aware
of any changes
in the
information to be provided
to the
owner
pursuant
to this
Contract.
SUPPLY
CONTRACTOR'S
LICENSES
Supply
contractor
shall
be responsible
for
obtaining
all

Govemmental Approvals
required
to
perform
any portion
of
the Work
to be
performed
outside
of
Country.
4.5.2
4.7
CoNTRAcToR's
REPRESENTATIIT
Supply
contractor
shall
appoint
and maintain
with
the consent
of the
owner, within
fourteen
(14)
days of
the
Effective Date,

a representative
(the
contractor's
Representative),
that shall
serve as the supply
contractor's
interface with the
owner
with
respect
to
all aspects
of the
performance
of the work under
this contract.
Supply
Contractor
sball not replace
contractor's
Representative without
the
prior
written
consent
of the
Owner.
The
contractor's

Representative
shall be an
experienced
and
capable
person
and
a full
time
employee
of
the Supply
contractor
dedicated
to directing
the
preparation
of
the
Constuction
Docunents
and the execution
of the Works.
The
contractor's
Representative
will be
the
owner's
primary

point
of contact with
Supply
contractor
in relation
to
performance
of the work under
this contract.
'l)rc
Supply
contractor is
fulty and solely
responsibli'to
the owner for
any acr,
omission
or crror
of the
Contractor's
Representative
as if they
were
an act, errr.n
or
omission
ol'the
Supply
Contractor.
Exccpt

to the
extent
otherwise
notified
by
the Supply
contractor
from
time to
time,
the
Contactor's
Representative
has
fuIl
authority
to act on
behalf of the Supply
contractor
for all
purposes
in
connection
with
the contract,
including, inter
iiia,
review
and
approval

of
drawing
and invoices,
requests
for
change
orders, issuance
of certificates,
decisions,
instructions
and
orders,
reporting
and advisory
matters
specified
in the
contract
to be carried
out by
the supply
contractor,
prorrided
however,
the
contractor's
Representative
has no
authority to
amend

ot rnodig,
th"
provisions
of the
contract
unless the
Supply
contractor has
given
written
notice
to
the
owner
of the
contractor's
Representative
express authority.
Except
as otn"*, l,

_

,
,.:.:
.i
i
]
i.'' ' i
!;::

I
ii

,:'
4.7.1
4.7.2
4.7.3
'
'
4.7.4
4.7.5
'.,::
stated in
the Contract, the
Contractor's
Representative
shall receive
(on
behalf
of
the
Supply
Contractor)
all
notices, instructions,
consents, approvals,
certificates,
determinations
and
other

communications under
the
Contract.
4.7.6
Whenever the Supply Contractor's Representative
is to be absent
(provided
that
such
absence
shall not exceed 45 days),
a suitable replacement
person
shall
be
appointed
as
the
Supply Contractor's
Representative
with the
prior approval
of the Owner's
Representative.
4.7.7
Subject
to
the Owner's
consent, the
Contractor's Representative

may
from time
to
time
delegate
any of
his duties,
powers,
functions and
authorities
to
any
competent
person,
and may at
any time revoke such delegation.
Any
such delegation
or
revocation
shall
be
in
writing and
shall
not take
effect until the
Owner
has received
prior

notice
signed
by
the
Contractor's
Representative,
speci$ing
the
powers,
functions, duties and authorities
being
delegated
or
revoked. Any
determination,
instruction,
inspecfion.,
examination,
testing,
consent,
approval
or
similar
act to any
such
assistant
of
the Contractor's
Representative shall
have

the
same
effect as though
it
had been the act of
the Contrector's Representative.
The
Contractor's
Representative and
such
persons
shall
be
fluent in the
language,
written and
verbal,
for
day-to-day
communications.
4.8 CONSTRUCTIoNDOCUMENTS
The
Construction
Documents
shall be in
the custody and
care
of the Supply
Contractor.
The Supply

Contractor
shall
provide
sufficient
number
of
copies of
Construction
Documents for
the use
of the Owner's
Representative,
Construction
Contractor
or
as
specified in the Specifications.
4.9
COoRDINATIONoFW0RKS
4.9 1
The Supply
Contractor shall be
responsible
for the
coordination and
proper execution
of
the
Works ensuring that such Work is
proceeding

according
Jo thb
Contract.
The
Supply Contractor
shall
also
be
responsible for
coordination
with other
contractors to
the
extent specified
in
the Specifications.
4.9.2
The Supply Contractor
shall obtain coordinate and submit
to
the
Owner's
Representative for
his information
all
details from
Subcontractors
and
suppliers
of

Major
Equipment.
4.10
Serrruc Our
'l'he
Supply
(,)ontractor
shall set out
the
Works in
relation
to
original
points, lines
and
levels
of reference specified in
the
Specifications or, if not
specified,
given
by
the
Owner's
Representative in writing.
The
Supply
Contractor
shall
correct, at

his cost,
any
ernrr in the
positions,
Ievels,
dimensions or
aligrrment
oi
the
Works.
4.IL OUALITYASSURANCE AND
OUALITY
CONTRoL
(OI,/OC)
4.ll.l
Unless
otherwise stated
in
this Contract, the
Supply
Contractor
shall institute
a
quality
assurance system
to
demonskate compliance
with the requirements
of
the

Contract.
Such
system
shall be
in
accordance with the
details
stated
in the
Contract
including,
without
limitation,
as
provided
in the
Specifications and
Schedule 14.
\,-
;
(Quality
Assurance
/
Quality
Control).
Compliance
with
the
quality
assurance

system
shall
not
relieve
the Supply
Contractor
of his
duties,
obligations
or
responsibilities
provided
hereunder.
4.11.2
Subject
to the more particular
requirements
of
as provided in the
Specifications,
details of all
QA/QC
proce&res
and
compliance documents shall be
submitted to the
Owner's Representative
for
his information
before

each design and execution stage is
commenced.
When
any
QA/QC
document
is issued
to
the
Owner's
Representative,
it
shall
be accompanied
by the signed qualify
statements for such
document,
in
accordance
with the
details stated in
the Contract.
The
Owner's
Representative
shall
be entitled to
audit any
aspect
of

the
system and
require
corrective
action
to
be taken.
4.12
SITE Der.q,
A l.\ 1
.4.
Lz |
The owner
shall
have
made available
to the
supply
contractor
prior
to the Effective
Date,
the data
available
to the Owner
on
hydrological
and
sub-surface
conditions at,

under and around
the
Site,
and studies
on environmental impact
which
have
been
obtained
by or
on behalf
of the
Owner from
investigations of the Works, which
information
is described
in
Schedule
l8
(Technical
Studies).
The Supply
Contractor
shall be
solely responsible
for interpreting
all data, and
the
Owner makes
no

warranty
or representation
that
the
information
described in
Schedule
18
(Technical
studies)
is
complete or
exhaustive.
The
Supply Contractor
shall be deemed
to
have
obtained
all
necessary
information
as
to
risks, contingencies
and
all
other circumstances,
which
may

influence
or affect
the
Contract Price
or the Programme
beforehand.
It is
hereby
acknowledged by the
Supply Contractor
that
the
Owner has
already
submitted
to
the Supply
Contractor
the
final
environmental
impact
assessment (Final
EIA Report)
prepared
by NESPAK,
as
referred in
Schedule
18

(Iechnical
Studies). [n the
event
the Final
EIA Report is
'significantly
approved'
by the Relevant
Authority,
the Supply
Contractor
shall
not
be entitled
to any
Change
Oidei'. llowever,
if the Final
ELA
Report id
disapproved or
is
'significantly
amended'by
the Relevant
Authority,
the Supply
Contractor shall be
entitled
to a

Change
Order in accordance
with
Section
10.
For the
purposes
of this
Section 4.12.2,
the Parties
shall
consult
each
other
and
mutually
agree
on
whether the
Final
EIA
Report
has
been
'significantly
approved'
or
'significantly
amended' by the
4.12.2

Relevant
Authority.
4.I3
MATTERS AFFECTING
THE EXTENSIoN
oF
THE
woRK
.
The Supply
pgntractor
shall be dpemed
to bave
satisfied
himself
as
to
the correctness
and
sufficiency
of the
Contract Price.
Unless otherwise
stated
in the
Contract,
the
Contract Price
shall
cover all his

obligations
under
the
Contract
and all things
n€ccssary for
the proper
design, execution
and completion of
the Works
and
the
remedying
of any
Defects
or Deficiencies
as
required
by
the Contract.
4.I4
PRoGRAMMEoFWoRK
4.14.1
Within
forty five
(45)
days after Effective
Date
the
Supply

Contractor
shall
prepare
and
submit to the
Owner
for
his approval
a
programme
of
work
(the
programme)
setting
out in
such
manner
and detail
as
the
owner
may
reasonably
require,
the
sequence in which
and
dates,
by

which
the supply
contractor
proposes
to
perform
his
obligations
under
this contract
and
the date
by which the supply
contractor
reasonably
requires
that
the Owner
should have
provided
any further
drawings
or
information
or taken
any other
action to permit
the Supply Contractor to
perform
his

obligations, however,
such dates
shall
not
deviate
from the
durations
and milestones
established
in
the
preliminary
programme
set out in
Schedule
3
(Project
Schedule)
attached hereto
and
shall be in
accordance with
the Specifications
provided
however
that
minor
deviations
from
the milestones

and durations
stated in the
preliminary
programme
shall be
permitted
at the Owner's
consent,
to the
extent
that such minor
deviations in
no manner
effect
the Scheduled
Taking
Over
Date
or
the Contract Price.
4.14.2
If the
Programme
so submitted by
the
Supply Contractor adheres to the
dates and
periods
specified
in this

Contract and
is
otherwise
reasonable, the Owner shall
approve
it.
4.14.3
The Programme
shall include
the following:
(a)
the order
in which
the
Supply Contractor proposes
to
carry out the
Works
(including
each
stage
ofdesign, procurement,
manufacture, testing and
deliveryto
the Country);
and
(b)
the times
when
submissions

and
approvals or consents
by the Owner's
Representative
are required,
as indicated
in the
Specification.
4.14'4
T\e
Programme
shall include
all major
events
and activities
in
the
production
of
Construction
Documents
and
the
periods
for the
pre-construction
reviews under
Section 5.2.
4.14.5
T"l'te

Supply
contractor
shall,
whenever
required by the
ouner's Representative,
provide
in writing,
for
information,
a
general
description
of
the arrangements and
methods
which
the
supply
contractor
proposes
to
adopt for
the
execution of
the
works.
No
significant
alteration

to
the
programme,
or to
such arrangements and
methods,
shall'
be
made vrithout
intorming
the Owner's
Representative' and
ariy
'
alterations
made
shall
reflect
the
requirement
for
coordination
of the
Works with
the
actions
and obligations
of the
owner
and the works

to be
carried
out
by other
contractors
of the
Owner
pertaining
to the
Project. If any alteration
affects any such
actions,
obligations
or
the works,
it shall
not
be
made
without
the
prior
approval
of
the
Owner's
Representative.
If
the
progress

of the Works does
not
conform to
the
Programme,
the
Owner's Representative
may
instruct
the Supply
Contractor
to revise
the Programme,
showing
the
modifications
necessary to achieve
completion
within
the Time
for
Completion.
4.14.6
Progress
reports
coverirrg
the
execution
of
the

Supply
Contractor's
obligations under
this
Contract
shall
be
submitted
on a
monthly basis
to the
Owner
according
to
a
procedure
to
be
agreed
upon.
such
reports shall emphasize
any
delay in
the
Programme.
4.I5
NoT
USED
4.16

SAFETYPRECAUTIoNS
The Supply
Contractor
shall
comply
with
all
applicable safegr
laws
and
regulations
in
his
design,
manufacture
and
procurement
of the Works,
including,
without
limitation,
Applicable
Laws
and
Applicable
Permits
and the most
recent
revisions of standards
published

by the
lntemational
Organization
for
Standardization
for the
protection
of
the
environment
and human
health and
safetv.
4.I7
SUPPLYCONTRACTOR'SEoUIPMENT
Unless
otherwise
stated, the
Supply Contractor
shall
provide
highly specialized
equipments, if
any,
as are required
to complete
the Works and upon completion
of the
relevant
part

of the Works,
the
Supply Contractor
shall
be entitled
to remove
all the
Supply Contractor's
Equipment
necessary
to
complete such
part
of
the Works.
4.T8
NoTUSED
4.I9
DOCUMENTATION
AND
RIGHT oF
AUDIT
4.19.1 Where
the Supply
Contractor
is required
to
perform
any work
outside the scope

of
works, on a unit price,
cost
plus
or time
and
material basis, the
supply contractor
shall
prove
the
prices,
expenses,
costs
etc.
for
the
purpose
of the Owner,s auditing
and veri$ing.
4.19.2
The
Supply Contractor
shall
provide
the
Owner
with the
above-mentioned
documents

in
computer
readable
format,
if
available,
as well as an original hard
copy.
The
Owner's
Representative
shall have
the
right
to reproduce any of the aforesaid
documents, shall
be
allowed
to interview
any
of the
Supply
contractor's
employees
and
shall
be
provided
adequate
and appropriate

work
space in order to
conduct
audits
in
compliance with
this audit
provision.
Any
adjustrnents and,/or
payments
which
must be made
as
a result
of any
such audit
or
inspection of the Supply Contractor's
invoices
and./or
records
shall
be made within
a reasonable amount
of
time
(not
to
exceed thirfy

(30)
days) from presentation
of
the
owner's
findings
to the
supply
Contractor. The
Supply
Contractor
will
not
charge
for
its costs incurred
by it
which
_
are
associated with
the audit,
4.20
LENDERREoUIREMENTS
4.20.1
Amendment
The
supply contractor
shall cooperate
with

the
owner
in the negotiation
and
execution of any
reasonable
amendment
to or
modification
of the contact
required
by any Lenders
or
other
entity
providing
financing
for
the
Contract, Works,
project
or
Plant. Save
and
except
that
neither the
Supply
contractor's financial interest
nor

t}e Sche.duled
ralcing
ovcr Date
shall
t'e in:pacted
by the Lencers asking for
further
requirements
over
and
abovc
those
specified
by the
Contract.
4.20.2
Not
Used
4,20.3
Cooperation
The
Supply contractor
shall
also cooperate
with
the owner
in
the negotiation
and
execution

with
any
Lenders
or
other
entity
providing
financing
for the
contracq
works,
Project or
Plant,
of
a reasonable
consent
to
assignment of the
contract
(which
may'
among
other
things,
contain
notice
requirements
and
extended
cure

provisions
for
such
Lenders
or other
entity
in the
event
of
the owner default)
and
will
provide
a
reasonable
opinion
ofcounsel,
in
each case,
to
the
extent
required
by such Lenders
or
other
entity.
There
will
be no

separate
costs
claimed
for the
aforesaid
cooperation
by
the
Supply
Contractor
and./or for
extending
the
cure
period.
4.20.4
Information
for Lenders
and
Lenders
Representative
The
Supply
contractor
shall
provide
at the
owner's or Lenders,
expense such
documents

and
other
technical
assistance
as Lenders
may
reasonably
request in
connection
with
obtaining
financing
for the
Project.
During
the performance
of the
Works,
the
Supply
Contractor
shall
make
available
to
ihe
Linders
information
relating
to the

status
of the Works
including
information
relating
to
the design,
engineering
and
supply of
equipment
for
the
Project
and such
other matters
as the
I
enders
may
reasonably
request.
The
Lenders
and their engineers
and
consultants,
including
the
Lenders'

Representative,
shall
have
the right
to
participate
in all
inspections
conducted
by the
Owner
under
this
Contract. The
Owner
shall cause all
such
persons
to observe
the
Supply
Contractor's
security
and safefy
regulations
at all
applicable
locations
and to
refrain

from
interfering
with
the
Supply
Contractor's
performance
of the Works.
4.20.5
Direct
Agreement
with Lenders
The
Supply
Contractor
acknowledges
that
the
Owner will
finance
the development
of
the
works
by way
ofproject
financing
techniques
supported
by

various
Lenders. The
Supply
Confactor
will
consent
to the
assignment
of
ihe Ownels
rights
under various
agreements,
including
this
Contract
and
the
Down Payment
Bond
and
enter into the
direct
agreement
which
will include
cure,
step-in
and novation
rights

and any other
provisions
reasonably
required
by any
Lender
in relation
to a
projeit
of
this type.
The
Parties
agree
that,
subject
to
the foregoing,
such direct
agreement
will in no
manner
alter,
amend
or
modifr
the
Supply
Contractor's
rights

and
obligations
under
this
Contract
without
the
Supply
Conhactor's
consent.
4.20.6
Security
over Insurance
proceeds
The
Supply
contractor
acknowledges
that
the
owner
may,
at
the
owner's sole
discretion,
enter
into
security
arrangements

with
any Lender
in
respect of the
proceeds
payable
under policies
of
insurance
required
to
be obtained
and maintained
by
the
Owner
under
the Power
Purchase
Agreement
including
arranglng
for
proceeds
of
such
policies
of insurance
to
be

paid
into
accounts
secured
to
the Lenders as
collateral
for
the
owner's
indebtedness.
The
supply
contractor
hereby
consents to
such
arrangements.
4.20.7
Cooperation
with
the
Lenders
and
their
advisers
(a)
The
Supply
Contractor

shall,
if
required
by the
Lenders,
liaise
and co_
operate
with
any
Lender.
(and
its
representatives
and
advisers)
and
provide
it
with
copies
of all
notices,
reports
and
other documents
it providis
to the
owner
hereunder,

together
with
all
information
in connection
with the works
which
it
may reasonably
require.
In
addirion,
the Supply
Contractor
shall permit
any
Irnder
and its
representatives
and
advisers
access
to
any
part
of the
Site
in the
same manner
as

if the
Lender
and
its
representatives
and
advisers
were part
of the owner's
(b)
personnel
under this
Contract.
4.2I
OTHER
SUPPLY
CoNTRACTOR'S
oBLIGATIONS
4.21.1
ln
performing
its
obligations
under the
Contract,
the Supply
Contractor shall
establish
and
maintain good, prudent

and intemationally
acceptable financial
and
administrative practices,
standards, procedures
and controls.
4.21.2
Supply
Contractor
shall
perform
all
of its other
obligations
under the Contract.
The
Supply
Contractor
shall
perform
all
such
work
not
specifically mentioned
in the
Contract
but which
can be
reasonably

inferred
from the
Contract as being required
for
the
proper
performance
of the Work
as if
performance
of
such
work
were
ixpressly
mentioned
in
the
Conhact.
4.21.3
supply
contractor
shall
be solely
and fully
responsible
for
all
acts,
deeds and

omissions
of
its
representatives,
employees,
Subcontractors, vendors,
suppliers
and
other
personnel
engaged
by
the
Supply
contractor
for
the performance
of
work.
4.21.4
Supply
Contractor
shall
procure
and
transfer
to the
Owner rights to
all
patents,

copyrights,
licenses,
trademarks,
and
all such
other similar
rights which
are
required
by the
owner for
operating
and
using various
tecbnologies,
which
have been
provided
by the Supply
Contractor
as part
of Works,
in
the
project.
4.21.5
Supply
Contractor
shall
provide

operating
manuals,
user
guides
and
other
relevant
information
in relation
to
equipment
supplied
and work
performed
in respect
of the
Project
in accordance
with
Schedule
15
(Final
Documentation).
f,.
DESIGN
5.1
DESIGN
oF
THE
WoRKS

5.1.1
The
supply
contractor
shall
obtain
the
approval
of the
owner
and
the Lenders
on
the
design
of the works
but
shall
remain
liable
and
be responsible
for
the design
of the
works.
The design
of the
works shall
be

prepared
by
qualified
designers-who
are
engineers
or other professionals
who
satis$r
the criteria
(if
any)
stated
in the
specifications
and
Schedules.
For each
part
of
the
works,
the
prior
approval
of the
Owner's
Representative
shall
be obtained

as to
the designer and
design Subcontractor,
if
they are not
named
as such
in the Contract.
Nothing contained
in
ihe
Contract shall
cr.'aLc arry
suniracluai
relationship
or professional
obirgations behi.een
any desrgner
and/or a
design
Subcontractor
and the
Owner.
5.1.2
The
Supply
Conbactor
holds
himself,
his dcsigners

and
design
Subconrractors
as
having
the
experiance
and
capability
necessary
for the
design
of
the
works. The
Supply Contractor
undertakes
that
t}e designers
shnll he availahle
to
aftend
discussions
with
thc Owner's
Representative
at all
reasonable
tirnes
dur.ins tfue

Contract
Period.
The
sup.ply
contractor shall
lrear
rhe
cost for
modifications
or
replacements
of
equipmcnt
that
may
be necessitated
for
reasons
attributable
to the
supply
contractor
and as
a result
of
the
supply
conhactor
deficiency
in the totality

and-accuracy
of
design and
engineering.
,\
"
5. 1,3
5.2 CONSTRUCTIONDOCUMENTS
5.2.1 The
Supply
Contractor
shall
prepare
Construction
Documents
in suffrcient detail to
satisfu
all Applicable
Laws, Applicable
Permits
and all regulatory
approvals,
to
provide
suppliers and
Construction
Contractor
suffrcient
instruction to execute,
construct

and
commission
the Works,
Plant
and Project
and to describe
the
operation
of the completed
Works,
Plant and Project.
The
Owner's Representative
shall
have
the right
to review
and
inspect
all
manufacturing
documents the Owner's
Representative
feels
necessary provided
and to the extent
that the manufacturers are
willing
to
provide

the same.
The Supply
Contractor shall
make best
efforts
to obtain
all the
documents
that the
Owner's Representative
may require. It is made
clear
that
certain
aspects
of the manufacfuring
documents
may be
trade secrets
and
confidential
to the individual
component
manufacturers
and the
Owner's Representative shall
have
no
right to inspect
or

review
the same.
It
is made clear that nothing in
the
above
will diminish
the Supply
Contractor's
responsibility
to
provide
the Owner's
Representative
with
sufficient
information
to enable the
Owner's Representative to
satisff themselves
regarding
the manufacturer's
equipment.
5.2.2
Each of
the
construction
Documents
shall, when
considered ready

for use, be
submitted
to
the Owner's
Representative
for
pre-construction
review
during
the
"review period".
All such
documentation
shall
be
prepared,
submitted, reviewed
and
approved
(where
required)
in compliance
with
Specifications.
5.2'3
In this
Section,
"review
period"
means

the
period
required by the owner's
Representative,
which
shall
not exceed
fourteen
(14)
days,
calculated from the date
on which
the Owner's
Representative
receives
a
proposed
Construction
Document
and the
Supply
Contractor's
notice that
it is
considered ready,
both for a
pre-
construction
review
in

accordance with
this Section
and for use. If the
Owner's
Representative,
within
such review
period,
notifies
the
Supply contractor that a
proposed
construction
Document
fails
(to
the
extent
stated) to
comply with
the
Owner's
Requirements,
it shall
be rectified.
resubmitted
and reviewed
in
accordance
lrith

this
Section
at the Supply
Contractor's
Cost. tn
the event that no consent
is
given
or
objection
raised
by
the owner's Representative
within
the review
period,
the
Supply
Contractor
shall
notifr
the Owner
to
seek its
consent
within
an
additional
period
of

seven
(7)
days
ofreceipt
of such
notice
and upon
the expiry
of such seven
days, unless
an objection
is
raised by the
Owner, the consent
shall
be
deemed
to
have
been
given.
5.2.4
Foi each part
of the Works,
and except
to
the exicnt that
the
prior
consent

of the
Owner's
Representative
shall have
been
obtained if the
Construction Contractor
wishes to
modify
any
Approved
Design
or document
which has
previously
been
submitted
for
strch
pre-constnlction
revie%
the Construction
Contractor shall
immediately
notify
thc
Owner's
Representative
who
shall

review snch modifications
and amendments
wrthrn
l0 lJuslness
Days
ot therr recerpt
and rf aggeed
by the
Owner's
Representative,
the
Owner's Representative
shall
subsequently immediately
submit the
same to
the
supply
contractor's
Representative.
The Supply
contractor's
Representative
shall subsequently
submit
revised documents
to the owner's
Representative
for
pre-construction

review.
5 .2
.5 If
the Owner's
Representative
instructs
d
::.i.:
I
i_.:'
, i=-
-
necessary for
carrying
out the works,
the
Supply
contractor
shall upon receiving
the
owner's Representative's
instmctions
prepare
such construction
Documents.
5.2.6
Errors,
omissions,
ambiguities,
inconsistencies,

inadequacies
and other
defects in
the
construction
Documents
or arising
therefrom
shall
be
rectified
by
the
Supply
Contractor at
his
sole
cost
and risk.
NO RELIEF FR0M
LIABILITY
Neither:
(a)
the
examination
of
or
the giving
or withholding
of

consent to
any
construction
Documents
under this
section
or the
making
of objections,
representations,
comments
or
suggestions,
or failure
to make the
same in
relation
to the
said construction
Documents
or any other aspect
of
the works
unless
changes
in the Approved
Design
are imposed
on
the

Supply
Contractor
by
the Owner
and/or
Lenders;
nor
(b)
any
other act
or omission
of
the
owner
or
the
owner's
Represenlative
or
of
any other
Person
acting
or
purporting
to
act on
their behalfin
relation
to

any
aspect
of
the Works
(including
without
limitation the
issue of
any
pal,rnent
certificate
or
confiact
completion
certificate
or Taking over
certificate the
issue
of
any order
or
instruction pursuant
to the
Contract)
shall relieve
the
supply
contractor in
whole
or

in part
of any duty,
obligation
or
liability
undertaken
by
the Supply
contractor
in
relation to the
works
whether
under
this confact
or
otherwise,
or
diminish
or
vary
any such
duty,
obligation or
liability,
whether
by way
of contribution
or otherwise.
Neither

the owner
nor
the owner's
Representative
shall
be
under any duty
or obligafion
to
wam
or
notify
the Supply
contractor
of
the
breach
of
any
duty
or
obligation
owed by
the Supply contractor
hereunder
or otherwise
in
relation to
the
works

of
which
the
ownei oithe
owner's
Representative
are
or
should
be
aware.
No
CHANGE
ORDER
Neither
any
consent
to
construction
Documents
by the
owner's
Representative
under
this
_Section
nor
the imposition
pursuant
to

Section
l0 of
any modification
as
a
condition
ofsuch
consent
nor
the
consent
to consfouction
Documents
which
does
not
comply
with
or
is
inconsistent
with the
specifications
shall be
capable
of constituting
a
Change
Order
pursuant

to Section
l0
and
no
additiqnal
payment
of
any lnnd
or
extension
of
rime
for
completion
shall
be awarded
in
respsit
of
the
time
taken
for,
or
other
circumstances
whatsoever
surrounding,
consent
being

given
or withheld
in
relation
to
construction
Documents
by the
owner's
Representative
or
the
subsequent
carrying
out
of
the
works, provided
that
any imposifion
pursuant
to Section
5.2 of
any modification
as
a
condition
of
such
consent

which
also modifies
the
spcr,ificati"s
uuy
be
a ch:urge
ordcr
pursuant
to
section
l0 with
the
owner's
consent.
5.5
SUPPLYCoNTRAcToR,sUNDERTAKING
The
Supply
Contractor
hereby
undertakes
and
Construction
Documents,
the
execution
and
the
warrants

that the
desigrr,
the
completed
Works
shall be
in
5.3
5.4