UPSLDC 2023-24 ARR Filing Consultancy

UTTAR PRADESH STATE LOAD DESPATCH CENTRE
E-
Work Of Providing advisory assistance/consultancy Services in respect of preparation and
ARR/Tariff for the FY 2023-24 for UPSLDC At SLDC Bhawan,
SUPERINTENDING ENGINEER,
ESTABLISHMENT & H.R., UPSLDC,
U.P. POWER TRANSMISSION CORPORATION LTD.,
VIBHUTI KHAND
Cost of Tender
Earnest Money (EMD)
PART-1
Last Date & Time of
Submission of the tender.
Date & Time of Opening of
Tender (PART-1).
PART-2
Date & Time of Opening of
etender.up.nic.in
Tender (Price Bid)
UPSLDC
-TENDER SPECIFICATION NO. : DC-6
Work Of Providing advisory assistance/consultancy Services in respect of preparation and filing
24 for UPSLDC At SLDC Bhawan, Gomti Nagar, Lucknow Under SE (Estt. & HR),
UPSLDC, Lucknow
SUPERINTENDING ENGINEER,
VIBHUTI KHAND-II, GOMTI NAGAR,
LUCKNOW - 226010
E-mail: sehr@upsldc.org
: Rs. 590 .00
(Cost of tender document Rs. 500.00
GST Rs. 90.00)
: Rs. 3400.00
: 10-04-2023 at 15:00 Hrs.
: 11-04-2023 at 17:00 Hrs.
: To be informed on website
filing petitions of
Gomti Nagar, Lucknow Under SE (Estt. & HR),
(Cost of tender document Rs. 500.00
Rs. 90.00)

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Tender Specification No. DC-6
Annual Revenue Requirement (ARR/Tariff)
Providing advisory assistance/consultancy Services in respect of preparation and filing of following
petitions for the FY 2023-24 for UPSLDC:-
Table 1
Sr. No. Petitions to be filed Filing Date
(A) (B)
1. ARR/ Tariff FY 2023-24 Before 30-06-2023
Petition for ARR along for FY 2023-24 is to be prepared and filed before UPERC as per applicable Uttar
Pradesh Electricity Regulatory Commission (SLDC Fee & Charges) on or before the filing date (as per column-B)
or by extended date as allowed by Commission. Relaxation in filing date may be given as per clause 2(Timeline).
Introduction
As per the provisions of the Electricity Act, 2003 and Uttar Pradesh Electricity Regulatory Commission
regulations 2020(fees and charges of State load despatch centre and other related matters) dt. 14 May
2020. UPSLDC has to submit ARR petition for FY 2023-24 before Uttar Pradesh Electricity Regulatory
Commission (UPERC). UPSLDC intends to appoint technically and financially qualified and experienced
consultants from professionally managed Consultancy Firms/Imputations to assist UPSLDC to perform
following functions effectively as listed below.
1. Scope of Work
In general the scope of services covers assistance in collection of relevant data and presentation &
filing/submission of following petition for Financial year 2023-24 to ensure that, issuance of tariff order in respect
of UPSLDC is ensured within the scheduled time frame;
Annual Revenue Requirement (ARR), For Financial year 2023-24
Following services are included in the scope of work: -
Stage-I
I. Preparation of ARR Petition as per applicable Regulation at the time of filing of petition.
II. Collection and analysis of the data required for preparation of the ARR, & validation of the data in the
Petition for preparation of the ARR.
III. Checking the appropriateness of the procedure/logic adopted for arriving at various number like O&M
expenses, bad debts, capitalization of expenses, working capital and financing charges thereof,
depreciation, interest on working capital, expected changes in various elements of cost, salaries,
administrative expenses etc. from previous years/months, etc.
IV. The firm shall collect the data from the concerned units of UPSLDC through email/contacts & follow up
action with concerned technical as well as accounts units.
V. The approval of monthly LDC Charges by UPERC as per UPERC regulations 2020(fees and charges of
State load despatch centre and other related matters)dt. 14 May 2020.
VI. Preparation of workable excel based tariff filing formats prescribed by the UPERC and transferring all
linked editable files of ARR/Fee and charges model to Director UPSLDC after submission of ARR/Fee and
charges.
VII. Drafting of Petition relating to ARR/Fee and charges along with a statement on the status of compliance
of directive issued by the commission in its last tariff order.
VIII. Making presentation on matter of ARR/Fee and charges petition before Management and/or UPERC.
IX. Submission of ARR/Fee and charges Petition with 07 nos. of hard and soft copies (editable) of each and
07 copies of the same to UPSLDC.
Stage-II
I. Assistance in technical validation session and removal of data gaps, if any, in relation to ARR.
II. Preparation of presentation and attending public hearing conducted by UPERC in connection with
ARRPetition .Preparation of replies to the queries/comments of UPERC/Stakeholders to their
satisfaction.

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Stage-III
Analysis of the final ARR/Fee and charges along with identification of aspects of potential challenges for
Appeal/Review Petition with justification and filling review Petition in UPERC or/and in APTEL, if required, with all
necessary inputs.
2. Time Line
ARR Petition for Financial year 2023-24 shall be filed before Hon’ble Commission before the filing date as
mentioned in Column-B of Table 1 or as any extended date with the approval of UPERC. But if transfer
scheme of UPSLDC from UPPTCL is notified by UP government up to 30june 2023 then further 1 months
relaxation can be given to file the petition.
3. Terms of Payment:
I. Schedule of payment: For each year activities the payment shall be made as below:
Sr.
No.
Billing Milestone for the year % Amount of total contract price to be billed
1 On Submission of Petition to UPERC 45%
2 After Public Hearing and Submission of Replies &
Plugging of Data-Gap
15%
3 On issuance of Orders by UPERC 30%
4 After submission of analysis report on ARR/Tariff
Order along with inputs for filing review Petition in
UPERC or appeal in APTEL if required.
10%
TOTAL 100%
II. Performance Bank Guarantee:
An irrevocable Bank Guarantee (from scheduled bank as per RBI) towards satisfactory contract performance
amounting to ten percent (10%) of the contract value, valid up to 31st March 2025, from the date of order,
shall be submitted after acceptance of this order.
III. The payment shall be made within 30 days from the date of presentation of bill based on availability of funds.
IV. Taxes Payable :
A. Tax deduction at source: The Income Tax or any other tax liable to be deducted, as per the
prevailing rules will be deducted at source before effecting the payment, for which UPSLDC will
issue TDS Certificate.
B. GST : GST as applicable shall be payable extra, at the prevalent rates.
V. No extra charge:
The charges quoted by the Bidder in the bid, and accepted by UPSLDC in the Contract, will be inclusive of
the costs of Consultant’s team travel, lodging and boarding, and also all incidental expenses, professional
fees etc., incurred by the teams, in connection with the assignment. No separate charges will be payable by
UPSLDC on any such account.
4. Commencement of work:
The work shall be deemed to have commenced with effect from the date of issue of Letter of Intent (LoI)/
work order.
5.Completion of work:
The work shall be treated as closed after the ‘Scope of Work’ is successfully completed in all stages and
order on ARR/ petition for respective year is issued by the UPERC along with their Analysis report for
review/appeal.
6.Penalty:
Penalty of ½% per week subject to maximum of 10% of the value of assigned by beyond the time lines
specified at the clause 2 above, shall be imposed, if attributable to the firm, but not attributable to force
majeure conditions mentioned below.
7.Force Majeure Conditions:
a) Fire, explosions, cyclone, floods.
b) War, revaluation, acts of public enemies, blockage.
c) Any law and order proclamation, ordinance demand or requirement of Government demand or
authority.
d) Any other genuine circumstances beyond the control of the party effected.
8.Ownership of Material:
All reports, models and any other documents that the selected consultancy firm prepare/acquire under
the contract for the purpose of preparation of ARRs shall belong to and remain the exclusive property of

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UPSLDC which also includes soft copy of excel based model with all formats duly linked. UPSLDC shall
retain the rights to publish or disseminate reports arising from such materials. The selected consultancy
firm will have to Submit ARRs Petitions before the UPERC with 07 nos. of hard and soft copies ( pdf +
editable) of each and 07 copies of the same to Commercial unit of UPSLDC.
9. Confidentiality
The firm shall maintain full secrecy and confidentiality of the assigned work whereby no information
shall be divulged to any individual/agency/firm or organization.
10. Compensation
The firm shall not claim for any compensation on account of no/less work or any damage incurred during
the tenancy of the hired services.
11. Termination
The UPSLDC, reserves the right to amend/cancel the contract for non compliance of the contractual
obligations after one month’s notice to the firm.
12. Arbitration
All disputes and differences here to in any way relating to or arising out of the order or in any way
connected with this order will be referred to the arbitration of the sole arbitration who shall be a suitable
officer nominated by UPSLDC.
13. Jurisdiction of court
Only the courts established in Lucknow shall fall under the jurisdiction of this contract for settling of
disputes.
14. The UPSLDC reserves the right to scrap the tender at any point of time without assigning any reason.
15. Normally no deviations will be allowed. However any deviation may be allowed by the UPSLDC which shall be
conclusive.
16. Other terms and conditions shall be as per GCC (UPPTCL) as per Annexure-VII.
Bid Data Sheet
1. Technical Qualifying Criteria
Bidder who meets the following criteria shall be evaluated in the bidding process.
a) The consultant should be a registered consultant firm/Institutions (including educational institution
such as IIT, IIM etc.) having legal entity in line with applicable rules & regulations.
b) Must have experience of execution of at least 03ARR petition in last Sevenyears in any central/state
Govt. owned Distribution companies/Transmission companies/SLDCs or State Electricity Boards(SEB)
only.
c) Details of ARR assignment in central/state Govt. PSUs Discoms/Transco/SEBs indicating name of
client, value of work, duration of work, number of staff employed and brief description of work
should submitted be along with documentary proof in the form of the work order for assignment or
Work Completion Certificate (WCC) from concerned authority. Any assignment without work order
or WCC will not be considered as part of the firm’s eligibility criteria.
d) No joint venture/association of independent consultants/consortium is allowed.
e) Annual turnover of consulting portfolio (average of 2 years of the firm) should be equal to or more
than Rs. 60 Lacs from consultancy business. Annual turnover should be duly certified by statutory
body like Chartered Accountant or Independent Auditors who are competent to do so as recognized
by the State concerned.
f) The consultancy firm should have appropriate team with key personnel on full time pay roll and
should have relevant skill/experience/expertise in Power Sector Regulations as per Electricity Act-
2003 and amendments thereof & requisite skills to carry out the assignment with in time frame
prescribed by UPSLDC.
g) The Project Manager deputed for the assignment shall be having at least
fouryearsexperience(preferably BE & MBA or CA) with two similar assignment, supported with at
least 1 no. assistant (preferable BE & MBA or CA) having minimum two year of relevant experience.
h) Minimum 1 personnel of proposed team is required to be necessarily stationed in Lucknow during
the preparation of petition and its submission to UPERC. The consultant team stationed at Lucknow
must be available at Commercial Directorate or any other place of meeting with a short notice of a
day, conveyed by telephone/mobile/e-mail/sms.
i) Firm should submit Affidavit stating that the firm has not been blacklisted in the past by any entity.

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j) The consultant shall not assign this agreement or sub contract any part of the assignments under
this agreement.
k) Earnest Money Deposit (EMD)
EMD of Rs. 34,00/= will be deposited through RTGS/ NEFT in UPSLDC A/C:-UPPTCL-SLDC, A/c
Type-Current, A/c No: 628105029041, IFSC: ICIC0006281, Shalimar Tower, Hazratganj,
Lucknow and a proof of such deposit e.g. UTR No., Name of Account, Scanned copy of pay-in
slip countersigned by the tenderer, should be uploaded along with E-tender documents OR in
the form of Bank Guarantee in favor of CE (PSO), UP SLDC, Lucknow.
If EMD is deposited in the form of Bank Guarantee (validity of 270 days from date of opening of
Part-I), scanned copy of EMD B.G. along with a scanned copy of mail in confirmation of the
same from the bank issuing the B.G. will be uploaded with the E-tender document. The original
EMD B.G. shall be submitted within 01 week from the opening date of Part-I or before opening
of Part-II (Price Part), failing which Part-II (Price Part) of such bidders shall not be opened.
Complete E-tender documents against this Bid specification can be downloaded from e-
procurement website U.P. Govt. etender.up.nic.in and tenderer will be required to pay a non-
refundable fee of Rs. 590/- (inclusive of 18% GST) towards cost of E-tender documents through
RTGS/ NEFT in “UPPTCL-SLDC, A/c Type-Current, A/c No: 628105029041, IFSC:
ICIC0006281, Shalimar Tower, Hazratganj, Lucknow”. E-tenders can be submitted only on e-
procurement website etender.up.nic.in up to schedule date & time. Tenderer(s) are requested
to get them registered with U.P. Electronics Corporation so as to obtain digital signatures for
participation.
2. Disqualifying Criteria
a) Bidder has to disclose all ongoing assignment with UPERC, if any, as on the date of bids due date for
submission, for verification at our end and to check & ensure that there is no conflict of interest on
account of working on transmission activity. If at any stage of tender process it is found that bidder
is having assignment with UPERC on UPSLDC matter which is resulting in conflict of interest, the
said bidder will automatically stand disqualified from bidding process. Bidder working on
distribution or generation related activities in UPERC will not result in conflict of interest.
Bidder has to give certificate that he has ‘As noted/NIL’ ongoing assignments and participated in ‘As
noted/NIL’ tendering process of UPERC.
b) In case the tender is not supported with Earnest Money and tender cost, the bid shall automatically
stand Disqualified/rejected.
c) All terms & conditions of the firm should be mentioned in Part-I. Part-II bid should contain full
particulars of the quoted rates only.
d) The UPSLDC reserves the right to disqualify any bidder if it is found at any stage of bidding process
that the bidder has made misleading or false representation in the form, statement and
attachments in the proof of qualification requirements.
3. Financial Evaluation Criteria :
The Price bid of the Consultants who satisfy in full, the technical qualifying criteria shall be opened on
due date.
Comparative statement of the rates offered by the firms will be prepared and the proposal with lowest
quote will be invited for negotiation, if required and shall be recommended for award of contract.
4. During the examination, evaluation and comparison of bids, the UPSLDC may at its own discretion ask
any bidder for clarification of his bid.
5. Procedure of Submission of bids
It may please be noted that the E-tender for the work is to be submitted only on e-procurement website
www.etender.up.nic.in in two parts.
Part-I shall contain duly filled Annexure- I, II, III and IV along with supporting documents and Earnest
money as per clause 1(k).
Note: Tender offer validity shall be of 180 days from date of opening of Tender Part-I.
Part-II (Price bid) shall contain the Rates (duly filled in annexure-V).The Price Bid must clearly indicate
the GST separately.
No tender document including tender fee and other commercial papers are required to be
submitted in hard copy or through messenger on the date of bid opening. Part-II containing price
bid shall be opened separately at a later date and bidders shall be informed accordingly.
The EMD of selected bidder will be retained by UPSLDC& will be returned after submission of requisite
bank guarantee and subsequent confirmation from the issuing bank. The EMD of all unsuccessful bidders
will be returned after finalization of tender.

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6. Letter of Intent and Agreement :
Successful bidder shall be issued Letter of Intent (LOI) by Superintending Engineer (Estt. & HR), UPSLDC.
The selected consultant has to submit acceptance of the same and has to enter into an agreement within
fifteen days from the date of start of work.
7. Ownership of Material :
All reports, models and any other documents that the selected consultancy firm will acquire under the
contract for the purpose of preparation of ARR Petition of UPSLDC shall belong to and remain the
exclusive property of UPSLDC which also includes soft copy of excel based model with all formats duly
linked. UPSLDC shall retain the rights to publish or disseminate reports arising from such materials. The
selected consultancy firm will have to Submit ARR Petition before the UPERC with 07 nos. of hard and
soft copies (pdf + editable) of each and 07 copies of the same to Commercial unit of UPSLDC.
8. Confidentiality
9. Termination
The UPSLDC reserves the right to amend/cancel the contract for non compliance of the contractual
10. Compensation
11. Arbitration
connected with this order will be referred to the arbitration of the sole arbitration who shall be a
suitable officer nominated by UPSLDC.
disputes.
13. Any revision/correction in the tender scope of work/contract condition/deviation will notified separately
& displayed on corporations website. All bidder review the same as these amendments will be part of
tender document.
Note :
2. The consultant must go through the ‘Draft Contract Agreement’ before submitting the bid. Submission of
bid will implicitly mean that the consultant agrees to all the terms and conditions of the TOR and the
draft Contract Agreement.
3. Normally no deviations will be allowed. However, any deviation may be allowed by the UPSLDC which
shall be conclusive.
4. Other terms and conditions shall be as per GCC of the corporation.

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Annexure-I
To,
SUPERINTENDING ENGINEER
VIBHUTI KHAND-II, GOMTI NAGAR,
LUCKNOW - 226010
Sub: To assist the UPSLDC in preparation and filing of following petitions for FY 2023-24 for
UPSLDC.
Sir,
We, (name of the firm), having read the details of the TOR documents along with draft
agreement(Annexure-VI) for providing assistance to UPSLDC for the above mentioned work,
hereby seek to be assigned the work as mentioned in the TOR document.
1. Correspondence details:
a) Name of consultancy firm
b) Address
c) Name of contact person to whom all references shall be made.
d) Address of the person to whom all references shall be made regarding this bid.
e) Telephone No. (with STD code)
f) Mobile No. of the contact person
g) Email of the contact person
h) Fax No (with STD code)
2. Documents forming part of tender:
We have enclosed/uploaded the following:
a) Duly certified documents showing compliance with the annual turnover
requirement as per qualifying terms of TOR.
b) Details showing similar task performed (as per clause 5 of ToR) (as per annexure-II)
along with work orders for same.
c) List of the personnel proposed to handle the tasks (as per annexure-III) along with
their Bio-data in brief (annexure-IV) mentioning their qualification and experience
in similar tasks done earlier and presently on hand.
d) EMD of Rs. 3400.00 will be deposited through RTGS/ NEFT in favor of CE (PSO), UP
SLDC, Lucknow, Account Name:- UPPTCL-SLDC, A/C:-Type-Current, A/c No:
628105029041, IFSC: ICIC0006281, Shalimar Tower, Hazratganj, Lucknow and a
proof of such deposit e.g. UTR No., Name of Account, Scanned copy of pay-in slip
countersigned by the tenderer, should be uploaded along with E-tender documents
OR in the form of Bank Guarantee (validity of 270 days from date of opening of
Part-I) in favour of “CE (PSO), UP SLDC, Lucknow”. If EMD is deposited in the form
of Bank Guarantee, scanned copy of EMD B.G. along with a scanned copy of mail in
confirmation of the same from the bank issuing the B.G. will be uploaded with the
E-tender document. The original EMD B.G. shall be submitted within 01 week from
the opening date of Part-I or before opening of Part-II (Price Part), failing which
Part-II (Price Part) of such bidders shall not be opened.
e) Financial Bid as per annexure-V.
We hereby declare that submission against TOR is made in good faith and the
information contained is true and correct to the best of my knowledge and belief.
Thanking you,
(Signature)
Name, Address & Date

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Annexure-II
Details of Similar Tasks Performed
(Work order for same must be attached)
i) Details of assignment:
ii) Name of client and address:
iii) Duration of assignment:
(i) Start (Month/Year):
(ii) Completion (Month/Year):
iv) Approx. value in Indian Rupees:
v) Description of methodology & work plan for performing the assignment.
(Authorized Signatory)
(Name & Title of Signatory)
Name and Address of the Firm/Institution

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Annexure-III
Key Personnel for the proposed work
Sr. No. Name Qualification Position
Years of
experience
Responsibility
Remarks,
if any
1.
2.
3.
4.
5.

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Annexure-IV
Details of Qualification and Experience of proposed Personnel
Name of the Key Personnel:
Proposed Position:
Professional qualification:
Membership of Professional Societies:
Years with the Firm:
Employment Record:
(Starting with present position, list in reverse order every employment held giving dates,
duration, name of employing organization, title of positions held and location of assignments.
Also give in brief types of activities performed and Client references, where appropriate.)
Education/training:
(Summarize College/University and other specialized education of each key personnel, giving
names of schools, dates attended and degrees obtained.)
Certification:
I, the undersigned, certify that, to the best of my knowledge this bio-data correctly describes
me, my qualifications and my experience.
Dated:
Signature of key personnel
Signature of authorized Official from the firm/Institution

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Annexure-V
Financial Bid
To assist UPSLDC in preparation and Filing of ARR/SLDC Fee & Charges Petition
Sr.
No.
Nature of Task Quantity Per Unit Rate
(in INR)
Amount (in INR)
a b c=a*b
1 To assist the UPSLDC in
preparation and Filing of
ARR/Tariff Petition for FY
2023-24
*Price Schedule: The above rate in column (e) is inclusive of all costs and relevant statutory
taxes/duties. GST shall be indicated separately & will be paid by UPSLDC as per law enforceable
at the time of payment. Therefore, GST shall be exclusively indicated at current rate in price bid.
Annexure-VI

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AGREEMENT
This agreement is made on the …….. day of ............. of Year ………. Between Uttar Pradesh State Load Despatch
Centre (herein after referred at as ‘UPSLDC’) through its
SUPERINTENDING ENGINEER (ESTABLISHMENT & H.R.) UPSLDC, U.P. POWER TRANSMISSION
CORPORATION LTD.,VIBHUTI KHAND-II, GOMTI NAGAR, LUCKNOW - 226010, as party of first part and
includes its successor and assigns M/s …………………………., (hereinafter referred to as ‘the consultant’) through
Mr. ……………………., M/S ……………………………………. having Office at …………………….. as party of the second part and
included its successor and assigns; And whereas UPSLDC is intended to engage a Consultant for determination
of preparation and filing of following petitions for FY 2023-24 for UPSLDC and is desirous to appoint the said
consultant for assisting in the said job; And whereas the consultant is desirous of providing its services and
assistance to the UPSLDC in finalization of said ARR Petitions for and whereas the letter of award has been
issued to M/s ……....……………. On date …………., and therefore in consideration of above premise and covenants,
the parties to the Agreement agree as hereunder:
1. Scope of Work:
In general the scope of services covers assistance in collection of relevant data and presentation &
filing/submission of following petition in UPERC for Financial year 2023-24 to ensure that, issuance of tariff order
in respect of UPSLDC is ensured within the scheduled time frame;
Following services are included in the scope of work:-
Stage-I
I. Preparation of ARR Petition as per applicable Regulation at the time of filing of petition.
II. Collection and analysis of the data required for preparation of the ARR, & validation of the data in the
Petition for preparation of the ARR.
III. Checking the appropriateness of the procedure/logic adopted for arriving at various number like O&M
expenses, bad debts, capitalization of expenses, working capital and financing charges thereof,
depreciation, interest on working capital, expected changes in various elements of cost, salaries,
administrative expenses etc. from previous years/months, etc.
IV. The firm shall collect the data from the concerned units of UPSLDC through email/contacts & follow up
action with concerned technical as well as accounts units.
V. The approval of monthly LDC Charges by UPERC as per UPERC regulations 2020(fees and charges of
State load despatch centre and other related matters) dated 14 May 2020.
VI. Preparation of workable excel based tariff filing formats prescribed by the UPERC and transferring all
linked editable files of ARR/Fee and charges model to Director UPSLDC after submission of ARR/Fee and
charges.
VII. Drafting of Petition relating to ARR/Fee and charges along with a statement on the status of compliance
of directive issued by the commission in its last tariff order.
VIII. Making presentation on matter of ARR/Fee and charges petition before Management and/or UPERC.
IX. Submission of ARR/Fee and charges Petition with 07 nos. of hard and soft copies (editable) of each and
07 copies of the same to UPSLDC.
Stage-II
I Assistance in technical validation session and removal of data gaps, if any, in relation to ARR.
II Preparation of presentation and attending public hearing conducted by UPERC in connection with
ARR Petition .Preparation of replies to the queries/comments of UPERC/Stakeholders to their
satisfaction.
Stage-III
Analysis of the final ARR/Fee and charges along with identification of aspects of potential challenges for
Appeal/Review Petition with justification and filling review Petition in UPERC or/and in APTEL, if
required, with all necessary inputs.
2. Time Line
ARR Petition for Financial year 2023-24 shall be filed before Hon’ble Commission before the filing date as
mentioned in Column-B of Table given below or as any extended date with the approval of UPERC. But if
segregation of UPSLDC from UPPTCL is notified by UP government upto 30 June 2023 then further 1 months
relaxation can be given after notification date to file the petition.
Sr. No. Petitions to be filed Filing Date
(A) (B)
1. ARR/ Tariff FY 2023-24 Before 30-06-2023
3.Terms of Payment:
I. Schedule of payment: For each year activities the payment shall be made as below:

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Sr.
No.
Billing Milestone for the year
% Amount of total contract price to be billed
for each activity year
1 On Submission of Petition to UPERC 45%
2 After Public Hearing and Submission of Replies &
Plugging of Data-Gap
15%
3 On issuance of Orders by UPERC 30%
4 After submission of analysis report on ARR/Tariff
Order along with inputs for filing review Petition in
UPERC or appeal in APTEL if required.
10%
TOTAL 100%
II. Performance Bank Guarantee:
An irrevocable Bank Guarantee (from scheduled bank as per RBI) towards satisfactory contract performance
amounting to ten percent (10%) of the contract value, valid upto 31st March 2025, from the date of order,
shall be submitted after acceptance of this order.
III. The payment shall be made within 30 days from the date of presentation of bill based on availability of
funds.
IV. Tax Payable:
(A) Tax deduction at source: The Income Tax or any other tax liable to be deducted, as per the
prevailing rules will be deducted at source before effecting the payment, for which UPSLDC will
issue TDS Certificate.
(B) GST: GST as applicable shall be payable extra, at the prevalent rates.
V. No extra charge:
The charges quoted by the Bidder in his bid, and accepted by UPSLDC in the Contract, will be inclusive of
the costs of Consultant’s team travel, lodging and boarding, and also all incidental expenses, professional
fees etc., incurred by the teams, in connection with the assignment. No separate charges will be payable by
UPSLDC on any such account.
4. Commencement of work:
The work shall be deemed to have commenced with effect from the date of issue of Letter of Intent (LoI)/
work order.
5. Completion of work:
The work shall be treated as closed after the ‘Scope of Work’ is successfully completed in all stages and
order on ARR/ petition for respective year is issued by the UPERC along with their Analysis report for
review/appeal.
6. Penalty:
Penalty of ½% per week subject to maximum of 10% of the value of assigned by beyond the time lines
specified at the clause 2 above, shall be imposed, if attributable to the firm, but not attributable to force
majeure conditions mentioned below.
7. Force Majeure Conditions:
e) Fire, explosions, cyclone, floods.
f) War, revaluation, acts of public enemies, blockage.
g) Any law and order proclamation, ordinance demand or requirement of Government demand or
authority.
h) Any other genuine circumstances beyond the control of the party effected.
8. Ownership of Material:
All reports, models and any other documents that the selected consultancy firm prepare/acquire under
the contract for the purpose of preparation of ARRs shall belong to and remain the exclusive property of
UPSLDC which also includes soft copy of excel based model with all formats duly linked. UPSLDC shall
retain the rights to publish or disseminate reports arising from such materials. The selected consultancy
firm will have to Submit ARRs Petitions before the UPERC with 07 nos. of hard and soft copies ( pdf +
editable) of each and 07 copies of the same to Commercial unit of UPSLDC.

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9. Confidentiality
10. Compensation
11. Termination
The UPSLDC, reserves the right to amend/cancel the contract for non compliance of the contractual
12. Arbitration
connected with this order will be referred to the arbitration of the sole arbitration who shall be a suitable
officer nominated by UPSLDC.
disputes.
Note :
2. The consultant must go through the ‘Draft Contract Agreement’ before submitting the bid. Submission of
bid will implicitly mean that the consultant agrees to all the terms and conditions of the TOR and the
draft Contract Agreement.
3. Normally no deviations will be allowed. However any deviation may be allowed by the UPSLDC which
shall be conclusive.
4. Other terms and conditions shall be as per GCC (UPPTCL)
In witness of above, signed on ……..th day of ……………..of year Two Thousand …………….. at Lucknow (U.P.)
India.
For and on behalf of UPSLDC For and on behalf of the Consultant
Superintending Engineer (E & HR)
UPSLDC
Vibhuti Khand, Gomti Nagar Lucknow.
Witness:-
(1) Name:
Address
(2) Name:

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Annexure-VII
General Conditions of Contract (GCC)
Contract and Interpretation
1. Definitions:
1.1 The following words and expressions shall have the meanings hereby assigned them:
“Contract Agreement” means the Contract Agreement entered into between the UPPTCL and the
Contractor, together with the Contract Documents referred to therein; shall constitute the Contract, and
the term “the Contract” shall in all such documents be construed accordingly.
“Contractor” means the successful bidder, who has been issued the Letter of Award or Letter of Intent by
the UPPTCL and the same is accepted, is named as contractor and it also includes the legal successors or
permitted assigns of the Contractor.
“Contractor’s Machinery” 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.
“Contractor’s Representative” means any person nominated by the Board Of Directors / Authorized
Officers of the Company to perform the duties & responsibilities under the contract”.
“Completion” means that all the facilities have been completed structurally and operationally and ready to
use.
“Country of 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 in its basic characteristics or in purpose or
utility from its components.
“Drawings” shall mean approved drawings provided by UPPTCL and the drawings furnished by the
Contractor and duly approved by UPPTCL.
“Employer/Owner” shall mean Uttar Pradesh Power Transmission Corporation Limited (UPPTCL), Lucknow,
a Uttar Pradesh Govt. undertaking and shall include its legal representatives, successors or permitted
assigns.
“Effective Date” means the date reckoned from the date of issuance of Letter of Award.
“Engineer Of Contract” means the Officer so authorised by UPPTCL to act as Engineer Of Contract (EOC)
and shall represent and act on behalf of UPPTCL for the pre-tendering and post tendering activities as well
as Management of the contract.
“Engineer In-Charge(EIC)” means the officer so appointed by UPPTCL to act as Engineer In-charge (EIC)
who is so delegated by UPPTCL to look after day to day performance of the contract at site.
“Facilities” means the Goods and Services to be supplied, installed, and commissioned and to meet the
guaranteed obligation by the Contractor under the Contract. The term ‘Facilities’ is used in this document
synonymously with ‘Works’.
“GCC” means the standard commercial terms and conditions regulating the contract.
“Goods” means equipment, materials, machinery, apparatus, articles and things of all kinds to be supplied
and erected by the Contractor under the Contract (including the spare parts to be supplied by the
Contractor), but does not include UPPTCLs Supplied Materials (OSM) and Contractor’s Machineries.
“Guarantee Test(s)” means the test(s) specified in the UPPTCL’s requirements to be carried out to ascertain
whether the Facilities or a specified part thereof is able to attain the Functional Guarantees in accordance
with the provisions of the contract documents.
‘Inspecting Officer’ shall mean officers nominated by UPPTCL or any third party inspecting agency engaged
by UPPTCL from time to time for the purpose of factory inspection/site inspection.
“Pre-commissioning” means the testing, checking and other requirements specified in UPPTCL’s
requirements that are to be carried out by the Contractor in preparation for Commissioning of the
complete facilities of the contract.
“SCC” means any requirement of addition/modification to the clauses of GCC, incorporated in the SCC
(Special Conditions of Contract) which supersede the GCC to that extent.
“Services” means all those services ancillary to the supply of the Goods for the facilities, to be provided by
the Contractor under the Contract, such as transportation, insurance, inspection, site preparation works,

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survey, erection, testing, pre-commissioning, commissioning, training including civil works etc. as the case
may require under the contract.
“Site” means the land and other places upon which the facilities are to be erected, and such other land or
places as may be specified in the Contract as forming part of the Site.
“Trial Run” means the trial operation carried out during the pre-commissioning period to attain the full load
as specified in the contract.
“Technical Specifications’ shall mean the standards mentioned in the Technical Specifications (volume-II)
to which the materials/equipment supplied and works executed under the contract must conform.
‘Taking Over’ shall mean UPPTCL’s acceptance of the entire Works/Facilities performed under the
Contract, after successful completion and commissioning as specified in the Technical Specifications or
otherwise agreed in the Contract.
“Vendor,” shall be the Manufacturer of the equipment/materials as per the approved technical
specification who meets the Techno-Commercial Qualifying criteria and includes its legal successors or
permitted assigns from whom the Contractor intend to source/source the equipment/materials.
“Works” means the Procurement of Goods & Services (Equipment /Spares/ Materials, Labour, Services and
Civil works), as per the specifications, drawing & design covering supply, inspection, erection, installation&
commissioning, testing and putting into satisfactory operation. The term ‘Works’ is used in this document
synonymously with ‘Facilities’.
‘Work Completion Schedule’ shall mean PERT/BAR Chart drawn defining the due date of key mile stone
activities stating from the Zero date (Effective Date) to handing over of the works.
2. Contract Documents:
2.1 The term Contract Documents shall mean and include the following, which shall be deemed to form an
integral part of the Contract and they are intended to be correlative, complementary and mutually
explanatory and shall be read as a whole.
a. Contract Agreement.
b. e–NIT, e-Tender Document i.e.-Volume-I: ITB, BDS, GCC, SCC, Annexure(s) etc., Volume-II: Scope of
Works & Technical Specifications and Volume-III: BOQ & Price Schedule.
c. Pre-Bid minutes, if any.
d. Corrigendum/ Addendums, if any.
e. Technical and evaluated price bid .Any significant correspondence made between UPPTCL and
Contractor prior to the Award of Contract except to the extent of repugnancy.
f. Letter of Intent/ Letter of Award including BOQ &Price Schedule.
2.1 The Letter of Award (LOA) and its subsequent amendment shall supersede all communications,
negotiations and agreements (whether written or oral) of parties with respect thereto made prior to
the date of Contract.
3. Interpretation:
3.1 In the Contract, except where the context requires otherwise:
(a) words indicating one gender include all genders;
(b) words indicating the singular also include the plural and words indicating the plural also include
the singular;
(c) provisions including the word “agree”, “agreed” or “agreement” require the agreement to be
record in writing;
(d) the word “tender” is synonymous with “bid”, “tenderer” with “bidder” and “tender documents”
with “bidding documents”; and
“written” or “in writing” means hand-written, type-written, printed or electronically made, and resulting in
a permanent record.
The words in the margin and other headings shall not be taken into consideration in the
interpretation of these Conditions.
4. Communication:
4.1 Wherever the Conditions provide for giving or issuing of approvals, consents, notices, requests and
discharges, these communications shall be:
(a) In writing and delivered to recipient’s address as stated in the Letter Of award (LOA); and/or

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(b) Mailed to the official e-mail as stated in the Letter Of award (LOA).
5. Law and Language:
5.1 The Contract shall be governed by and interpreted in accordance with laws of India.
 The ruling language of the Contract shall be English and/or Hindi.
 The language for communications shall be English and/or Hindi.
B- Terms and Conditions of Contract
6. Change of Scope:
6.1 Normally the works shall be executed as per the approved scope of works specified in the LOA.
However, changes in the BOQ items of the LOA shall be considered on the following grounds;
(a) Change in the Lay Out ;
(b) Omission identified during the execution of the contract.
(c) Changes in the civil designs and drawings due to subsequent development in the field
condition;
(d) Inclusion of new work of any kind which is found to be necessary for the completion of the
works.
Subsequently, after issue of LoA, Joint Survey (Engineers of Contractor and Field Engineer of the
Corporation jointly) shall be undertaken preferably within a period of one month and the BoQ shall be
revised accordingly, if required and placed before competent Authority. Following the approval of
revised BoQ, necessary amendment to the LOA will be issued to the Contractor.
6.2 The valuation of changes in the BoQ items of the LOA shall be done in the following manner;
 In respect of quantity variations of the existing BoQ items of the LOA, it shall be at the same unit
price.
 In respect of quantity variations of the substituted items, the unit rate to be derived from the Unit
Price available in the existing LOA. In case it is not worked out, approved Cost data /SoR may be
referred to for obtaining the rate or deriving the rate.
 In respect of new items, the cost may be considered from the source as follows in order of
sequence i.e. Approved Cost Data, SoR , Average Price of Supply or Civil Items in last three awarded
EPC tender of UPPTCL, DSR, the latest (within three years) Discovered Price of any Govt.
controlled/managed Utility, Latest price discovered in GEM.
7. Amendment of the LOA:
7.1 Usually, there are two nos. of revision to the Original LOA i.e. 1st Interim Revision after Preliminary Joint
Survey and Final Revision after completion of the entire works.
7.2 However, it may be amended more than twice on the following ground;
 Addition of new scope of work during execution due to subsequent development in the field.
 Addition of new BOQ items during execution due to field condition.
 Because of change in the existing Acts/ Laws or introduction of new Law/Act.
7.3 In case the contract price gets increased by more than five percent due to amendments, the Bank
Guarantee amount shall be increased proportionately.
7.4 All such amendment orders shall be issued by the EIC/EOC with due approval from the Competent
Authority.
7.5 It shall be ensured by the concerned authority that the amendment orders are acknowledged by the
Contractor, un-conditionally.
8. Acquisition of Land (S/S Work):
8.1 The acquisition of land for Sub-Station works and obtaining Statutory Clearances shall be the sole
responsibility of UPPTCL. However, the contractor shall extend full co-operation for the same, if
required.
8.2 UPPTCL after acquiring the land, shall usually construct the approach road to the site and take necessary
steps to construct boundary walls before handing over of the site to Contractor.
8.3 UPPTCL shall pay/deposit the statutory fees for obtaining statutory Clearances as may be required.
Expenditure towards auxiliary services such as power, water, solid & liquid waste disposal system, street

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lighting and other civic services etc. shall be borne by the Contractor.
8.4 The Contractor shall be responsible for obtaining Electrical Clearances Certificate from the Electrical
Inspectorate whenever required.
9. Monitoring the Progress of Works:
9.1 UPPTCL shall arrange to conduct a kick off meeting with the Contractor within ten days of
acknowledgment of the LOA to understand each others’ requirement and assess the project
preparedness. This will help UPPTCL for monitoring the works in an effective manner.
9.2 For day to day monitoring of the progress of the projects/works, Contractor shall prepare and submit
BAR Chart/WBS Schedule which shall be approved by UPPTCL.
9.3 UPPTCL shall ensure that the contractor establishes the Site Office, engages adequate Personnel, sets
up Site Store and project co-ordination manual within 21 days from the date of Signing of the LOA.
9.4 It is the responsibility of UPPTCL to hand over of the land to the contractor after the signing of
Contract, initiate for obtaining statutory clearances, if any and approval of Engineering Drawings,
Design and Technical Particulars of major materials/Equipment within the scheduled time.
9.5. UPPTCL shall conduct periodic review meetings with the contractor at various levels for day to day
monitoring of the progress of the project works At the site level, concerned site in charge shall review
the works on weekly basis At the Corporate/Zonal Level, Concerned Departmental Head shall review
the progress of the works on Monthly Basis.
10. Inspection at Factory/Site:
All items to be supplied under the works shall be inspected (Pre-Dispatch) mandatorily by UPPTCL
Engineer and/or Third Party Inspection Agency (TPIA). However, in exceptional circumstances, the
inspection of minor (non-critical) items may be waived of by Chief Engineer with the recommendation
of EOC on recording the reasons. Stage Inspection may be carried out in case of some critical items like
Transformer , Circuit Breaker etc. as per the quality assurance policy of the Corporation.
10.1 Inspection calls shall be raised by the Contractor as per the PERT chart/WBD Schedule giving at least
ten days time through official e-mail. EOC after receipt of the inspection call shall verify the relevant
documents, if found satisfactory, intimate the inspecting Officer/TPIA for inspection.
10.2 During Inspection, on any deviations identified with respect to the approved specifications, the
inspecting officer/TPIA shall reject such materials out rightly and intimate the same through the official
e-mail to the /EOC. However, if minor deficiency is noticed during the inspection, Inspecting Officer
shall mention the same in the inspection report and the equipment/material would be accepted
subject to rectification and satisfactory conformation to the specification.
10.3 The materials/equipment received at stores/site shall be physically inspected by the EIC/TPIA. If any,
deficiencies noticed during the inspection at site, at the first instance the contractor shall be given a
notice in writing to rectify such defects. If the defects can not be rectified at site, the
equipment/material may not be accepted and returned back.
10.4 Normally, the total quantity of materials/equipment under the contract shall be inspected in maximum
four lots based on the progress of the works. However, if required Competent Authority (EOC) may
allow inspection of materials/equipment in more than four lots.
10.5 If any, disputes/ambiguity arises during the inspection (Factory/Site), the Inspecting Officer/TPIA shall
intimate the matter in writing to the EOC. The same shall be placed before the Technical Committee for
their suggestion and next course of action.
10.6 For conducting smooth inspection mentioned above, the EPC contractor shall intimate about the
readiness of the Equipment/Materials, detail address of the Manufacturing Unit, name & phone no of
the Contact Person and relevant documents (Calibration Certificate, Raw Materials order copies, Type
Test Certificate, Designs, Drawings, GTP and Routine Test Certificate) through the inspection call notice
to the UPPTCL giving at least 10 days time. Contractor shall ensure that during the inspection their
representative also accompany with the inspecting officers of UPPTCL.

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11. Delivery Instruction (DI) :
11.1 Delivery Instruction shall be issued only after obtaining inspection report without any deviation. In the
event any deviation noted by the Inspecting Officer, the same shall be complied prior to supply of such
inspected materials without fail.
11.2 In respect of Power transformers, Circuit Breaker/Switchgears and other critical items, only after final
acceptance test, the delivery instruction shall be issued mentioning the equipment Sl. No. & seal details.
11.3 In case of delivery instruction issued for part supply items out of the set/lot items of the BOQ, in such
case DI should clearly indicate the part supply item(s). The DI shall also indicate that the free spares are
included in the main items supply or not along with details of free spares.
11.4 The Delivery Instruction letter shall inter alia contain the following;
 Chronological Unique number to be allotted viz, DI-1, DI-2 ...,
 LOA quantity, DI already issued (Cumulative), Quantity inspected and current DI quantity.
 Validity of the DI.
 Destination/Place of delivery.
12. Indemnity Bond:
: 12.1 After receipt of the Delivery Instruction (DI), Contractor shall arrange to supply the Materials/
Equipment as per the supply schedule mentioned in the DI. The sealed Materials/Equipment with serial
number given in the DI shall be supplied at the destination Work site.
12.2 On delivery of materials/equipment at the work site, EIC shall prepare Material Acceptance Report
(MAR).
12.3 After receipt of the equipment/material, these shall be handed over to the Contractor for Erection and
Commissioning for which the Contractor shall be required to execute an Indemnity Bond in favour of
UPPTCL hypothecating the goods and also be responsible for their safe custody.
12.4 If, UPPTCL provides Owner Supplied Material (OSM) like Transformer, Conductors etc. to Contractors
for erection in the works, Contractor is also required to provide Indemnity Bond for the same before
lifting/receipt of those OSM.
13. Contract Performance Bank Guarantee (CPBG):
13.1 The Contract Performance Bank Guarantee (CPBG) is a composite one. It acts as Security against the risk
towards Successful Performance of Execution of Works and there after covers the risk of Guarantee/
Warrantee given by the Contractor.
13.2 If the contractor fails to execute the works as per the contract or abandon the work mid way, CPBG is
invoked/en-cashed after giving adequate opportunity to the contractor. The amount so received on
encashment of CPBG would be utilized to carry out the balance work at the risk and cost of the
Contractor, surplus amount if any, would be refunded back to the contractor.
13.3 UPPTCL shall ensure that the equipment/materials supplied by the Contractor shall be new, unused and
in accordance with the technical specification mentioned in the tender document and it shall remain
free from defects in materials and workmanships for a period mentioned below commencing
immediately from the date of installation of such materials/ equipment or from the date of supply of
such materials/ equipment respectively whichever is earlier;
 AIS Sub-Station Materials/Equipment-12 months from the date of COD or 18 months from the date of
supply
 GIS Sub-Station Materials/Equipment -60 months from the date of installation or 66 months from the
date of supply.
 Power Transformer - 60 months from the date of installation or 66 months from the date of supply,
Circuit Breaker- 60 months from the date of installation or 66 months from the date of supply, Others
Materials/Equipment- 12 months from the date of installation or 18 months from the date of supply.
13.4 The Technical Committee from time to time shall review the period of Guarantee against different
equipment. The bid document shall clearly mention the period of Guarantee.
13.5 If any trouble or defect is found with the design, materials, workmanship or operating characteristics of
any materials/equipment at any time prior to the completion of Guarantee period, the Contractor shall

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be intimated to replace/rectify/repair (including the cost of dismantling, transportation and
reinstallation) at Contractor’s cost.
13.6 The Contractor is required to furnish a Performance Bank Guarantee from any Nationalised / notified
Scheduled Commercial Bank within 28 days from the date of issue of LOA for 10% contract value valid
for a period of 45 days after completion of guarantee period.
13.7 If during the Guarantee period, the equipment/materials failed to perform and Contractor fails to
rectify the same even after repeated request/advice/instruction from UPPTCL, the Performance Bank
Guarantee shall be invoked/en-cashed.
14. Validity of BG and Insurance:
14.1 The Contract Performance Bank Guarantee (CPBG) is a security against performance of the
works/project and after completion of the works/project, it covers the period of guarantee. Therefore,
CPBG shall remain valid till completion of 45 days from the date of completion of guarantee period of
the project. Initially, Contractor is supposed to submit CPBG covering the entire period. Wherever
there is a delay in completion of project, the contractor shall be instructed in writing from time to time
to extend the CPBG till revised date of completion of guarantee period plus 45 days. However, original
Bank Guarantee(s) shall not be handed over to the contractor for the purpose of extension of validity.
They are required to provide extension letter against original bank guarantee from the issuing bank
well before the expiry of validity.
14.2 The Contractor is required to take Storage-cum-Erection Insurance policy for the value of the material
handed over to the contractor on receipt of Indemnity Bond as well as cost of OSM material. The
contractor is required to take the policy in the name of UPPTCL as principal insured. The validity period
of the Insurance Policy submitted under the contract shall also be renewed from time to time by the
Contractor prior to its expiry. The contractor is responsible to lodge the claim against any loss or
damage under intimation to UPPTCL and also required to expedite the release of the claim from the
insurance company.
15. Ensuring Safety of Materials/Equipment & Workman:
15.1 The Contractor shall be solely responsible for the safety of plant and equipment including the safety of
all persons employed by it or its sub-contractor and all the properties under its custody during the
performance of work.
15.2 For this purpose, contractor(s) shall indemnify UPPTCL towards all injury to person or damage to
property resulting from the negligence of the Contractor or its workmen or sub-contractors or from
defective design, or work under the works.
15.3 The Contractor will indemnify UPPTCL against all actions suits, claims, demands, costs or expenses
arising in connection with injuries of persons employed by the Contractor or its sub-contractor(s) on
the work, whether under the Workmen Compensation Act, 1923, or any other Statute in force on the
date of contract. s The contractor is required to take necessary policy or policies of insurance to cover
such indemnity.
15.4 UPPTCL shall also be required to establish well-defined Safety Health & Environment (SHE) guidelines
embedded in the Contract Agreement.
15.5 It is mandatory for the Contractor to observe during the execution of the works, requirements of
Safety Rules. If the Contractor observes all the Safety Rules and Codes, Statutory Laws and Rules during
the currency of Contract awarded by UPPTCL and no accident occurs then UPPTCL may consider the
performance of the Contractor and award suitable ‘ACCIDENT FREE SAFETY AWARD’ as per scheme as
may be announced separately from time to time.
16. Time for Commencement and Completion
16.1 The time and the date of completion of the work is the essence of the Contract. Contractor shall so
organize its resources and perform its work so as to complete the entire works within the original
contract completion period mentioned in the SCC. In the event, any extension to the original contract
completion period, the contractor shall complete the entire works not later than the date agreed to.
16.2 The Contractor shall submit Work Completion Schedule consisting of Key Mile Stones covering entire
scope of work such as engineering, procurement, manufacturing, shipment and field erection activities
including Civil works in line with the Work Completion Schedule, within Thirty (30) days of the date of

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Letter of Award for approval of UPPTCL. The Work Completion Schedule shall also indicate the
interface facilities to be provided by UPPTCL and the dates by which such facilities are needed. The
Contractor may revise the Work Completion Schedule so submitted with UPPTCL, if required and the
same shall form part of the Contract documents following approval of UPPTCL.
16.3 Subsequent to approval of revised BOQ based on the joint survey report & consequent Price Schedule,
the LOA may be amended including final works completion schedule by UPPTCL which shall be used for
applying Liquidated Damage (LD). As provided in the clause of Terms of Payment in this Section, final
Work Completion Schedule will be taken as due date of completion of key activities for Liquidated
Damage (LD)while releasing the payment in favour of the Contractor.
16.4 During the performance of the Contract, if in the opinion of the EOC, progress is not in line with the
Work Completion Schedule, suitable changes may be made in the Contractor’s operations to ensure
proper progress without any cost implication to UPPTCL. The corresponding interface facilities to be
provided by UPPTCL may also be reviewed accordingly.
16.5 The Contractor shall commence work within the schedule time in accordance with the agreed work
completion schedule (PERT/WBS).
16.6 The Contractor is required to attain Completion of the works within the stipulated time schedule or
any extended time.
16.7 Work Completion Schedule as finalized shall be reviewed, updated considering the progress of the
work and site conditions and be submitted to UPPTCL from time to time.
17. Grant of extension of Time :
17.1 To keep the contract live, interim/provisional extension of time may be allowed by UPPTCL with its
right to levy Penalty (Liquidated Damage) at the time of final approval, if the reasons of delay is found
to be attributable to the contractor.
17.2On the request of the Contractor, approval of extension of time may be considered based on the
facts and circumstances of the case. The extension of the whole of the period or partial period of
delay will be allowed if, the reasons of delay are not attributable to Contractor. In case, approval of
extension of time is allowed, there will be no deduction of LD and the Contractor will also be entitled
for upward revision of Tax as well as PV Where the reasons of delay are attributable to Contractor,
extension of time is allowed with the imposition of LD.
18. Contractor’s Responsibilities:
18.1 The Contractor shall design, manufacture including associated 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.
18.2 The Contractor shall acquire approvals and/or licenses from all local, state or national government
authorities or from such authorities or undertakings require the Contractor to obtain in its name and
which are necessary for the performance of the Contract.
18.3 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
UPPTCL 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 Vendor
(s)/Sub-Contractor.
18.4 The Contractor shall permit the UPPTCL or its Authorized Representative(s) to inspect the Contractor’s
own records, manufacturing facilities and also it’s Vendors relating to the performance of the
Contractor, if so required by the UPPTCL or its Agency.
18.5 If the Contractor is a joint venture or consortium, all members/partners shall be jointly and severally
liable to the UPPTCL 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 joint venture or consortium. The composition
or the constitution of the joint venture or consortium shall not be altered without the prior consent
and approval of the UPPTCL.

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18.6 The Contractor shall arrange for Pre-dispatch &Post-dispatch Inspection of the equipment/materials
supplied under the contract. Even during progress of the works, contractor shall arrange for inspection
during key stages works executed and also after completion of works.
18.7 The contractor is responsible for proper storage, insurance, security and handling of equipment and
materials supplied under the contract till the same is utilized in the works and handed over the same
to the UPPTCL. Any equipment / materials found defective or wear and tear during the storage,
contractor is solely responsible for such act.
18.8 The contractor is responsible to fulfill all the statutory obligations arising out of the contract.
18.9 The contractor is responsible for Safety & Protection of workers, payment of Minimum Wages and
obey the Local Rules and Regulations during execution of the contract.
18.10 The contractor is responsible for payment of damage & compensation arising out of the contract and
make payment to their associates wherein UPPTCL is not directly responsible for such act.
18.11 The contractor is required to submit Progress Report to the UPPTCL on Daily/Weekly/ Monthly
/Quarterly/ Annually as the case may be from time to time.
18.12 The contractor is responsible for deposit of statutory fees including electrical inspection fees before
the Authority for the purpose of work.
18.13 The contractor shall endeavor all such facilities as mentioned under the clauses of the GCC and or SCC.
19. UPPTCL’s Responsibilities:
19.1 The acquisition of land for Sub-Station works and obtaining Statutory Clearances shall be the
responsibility of the UPPTCL.UPPTCL 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.
19.2 Necessary Statutory Approvals/ Permission/ Clearances/ Certificates from the Statutory Authorities
like Forest and Environment Authority, Urban developmental Authority, Railway Authority, Aviation
Authority, NHAI, Municipal Corporation, Town Planning Board etc. as required need to be obtained by
the UPPTCL.
19.3 The Contractor is required to assist the UPPTCL in obtaining all permits, approvals or licenses necessary
for the execution of the Contract timely from all local, state or national government authorities or
public utilities/, as the case may be.
19.4 UPPTCL shall make payment, progressively as per the terms of payment within thirty (30) days of
receipt of the Contractor’s invoice, subject to fulfillment of all the conditions for release of such
payment.
19.5 UPPTCL shall make endeavor to provide all such facilities as mentioned in the contract document and
fulfill its obligations imposed by the Contract.
20. Electrical License:
20.1 HT/EHT license issued by the State Govt. Authority available with the Contractor is sufficient for the
purpose of participation in the subject tender.
20.2 PROJECT LICENSE: All electrical jobs shall be carried out only through contractors possessing valid
project licenses from Uttar Pradesh State.
20.3 Electrical safety clearances Certificate: The Contractor shall be responsible for obtaining Electrical
safety clearances Certificate from the Electrical safety directorate from time to time at its own cost.
C-Payment
221. Contract Price:
21.1 The Contract Price shall be the total price for the entire scope of works inclusive of applicable CGST
plus UPGST or IGST as the case may be, covering all the components i.e. Supply of
Equipment/Material/Spares, Erection and Commissioning and Civil Works as specified in the Letter of
Award and subsequent amendments thereto.

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21.2 The Contract Price shall be firm not subject to any alteration, except in the event of a change in the
scope of works or changes due to increase /decrease in rates of GST or due to price
adjustment/variation clause or due to application of any clauses as otherwise provided in the Contract.
21.3 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.
22. Mode of Payment:
22.1 The mode of Payment shall be through RTGS.
22.2 Other Payments viz; Statutory fees payable to Forest/ Railway/ NHAI/ License fees etc. shall be paid
through RTGS by UPPTCL directly to the Authority.
22.3 In case the Contract is awarded to a Joint Venture/Consortium, all payments shall be made directly to
the Lead Partner of the JV/Consortium Only.
22.4 The final payment will be made on completion/commissioning of all works and on fulfillment by the
Contractor of all his liabilities under the Contract.
22.5 All payments under the Contract shall be in Indian Rupees only.
23. Terms of Payment:
23.1 Unless otherwise specifically mentioned in the SCC, the Contract Price shall be paid in the manner as
specified below;
A. Mobilization Advance: Mobilization advance shall be up to Five (5%) of Contract Value of supply of
electrical equipment/materials (including mandatory spares) which shall be paid as an interest bearing
recoverable advance after signing the contract agreement and on submission of and approval of;
(a) Unconditional acknowledgement of the Letter of Award by the Contractor.
(b) Submission of “Tax Invoice”, in terms of the CGST and UPGST Rules, as applicable under GST law in
triplicate for claiming such Mobilisation Advance.
(c) Advance Bank guarantee of 110% amount of mobilization advance having validity up to three months
after scheduled completion period with six months claim period thereafter. However, in case of delay
of completion of S/S the validity of this shall be extended by the period of such delay.
(d) Submission and approval of an unconditional Contract Performance Bank Guarantee towards faithful
performance of the contract at the rate 10% of contract value.
(e) Execution of Contract Agreement.
(f) Submission of detailed Bar Chart and its approval by UPPTCL.
(g) Handing over of the Sub-Station Site to the Contractor.
Note:
1. This advance payment is an optional payment. The contractor has the option of taking the interest
bearing Mobilisation Advance. In case, the contractor opts for this the same shall be paid to the
contractor on fulfillment of above conditions and an interest will be charged at the rate of 10% per
annum or as fixed by UPPTCL from time to time. The Mobilization Advance shall be recovered from the
running bill at the same percentage (i.e. 5%) of gross value of the bill along with interest. Advance BG
shall be released one month after 100% adjustment of Mobilization Advance amount.
2. The contractor may submit multiple no. of BGs not exceeding 4 nos. aggregating to 110% of
Mobilisation Advance Amount. The same may be returned to Contractor, one after another, each time
after recovery of mobilization advance equivalent to the BG amount.
B. Supply Portion of the Contract:
UPPTCL shall release progressive payment of supply portion of the contract in three stages as specified
below subject to submission of the relevant documents for each stages;
STAGE-1:
Stages
Progressive Payment
Towards Supplies
( Quantity wise)
Minimum erection work required for payment of
supplies (Inter-Lock)
Stage-1
70% payment of supplied
Sub-Station Equipment/
Materials.
After completion of Foundation work of the equipment.

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Note:
Progressive Payment of 70% against following major equipment shall be done on fulfillment of
conditions mentioned against each, even if inspection/supply is made earlier.
a. Control & Relay Panel along with SAS-After completion of control room
b. Control & Power cable-After completion of control room & cable trench.
c. ACDB, ACLDB, DCDB, Battery Set & Charger- After completion of control room.
d. GIS modules after completion of GIS Hall.
Documents required to be submitted for Stage-1 Supply Payment;
i. Tax Invoice, 70% of the Taxable Value of Supplies along with CGST plus UPGST or IGST, as the case
may be on 70% of the Taxable Value of Supplies in triplicate duly certified by the Engineer-In-Charge
(EIC).
ii. Evidence of dispatch (Tax Invoice of the Vendor), R/R or L/R, Challan & packing list identifying
contents of each shipment, Copy of Contractor’s e-way bills.
iii. Storage-Cum-Erection Insurance Policy / Certificate endorsing UPPTCL as principal insured.
iv. Contractor’s Guarantee Certificate of Quality covering the entire Guarantee period.
v. Material Dispatch Clearance Certificate (MDCC)/Despatch Instruction (DI) issued by UPPTCL.
vi. Material Verification and Acceptance at Site (MVAC) after receipt at site.
vii. Submission of Indemnity Bond equivalent to the total cost of the Materials/Equipment supplied
including UPPTCL supplied materials(OSM)
viii. Evidence of completion of Foundation Works of the Equipment.
ix. Any other document as required by Engineer-In-Charge (EIC).
Stage-2:
i. Tax Invoice 20% of the Taxable Value of Supplies along with CGST plus UPGST or IGST, as the case may
be, on 20% of the Taxable value of Supplies) in triplicate duly certified by the Engineer-In-Charge (EIC).
ii. Copy of the Tax Invoice earlier submitted at the time of releasing 70% progressive payment.
iii. Copy of Joint Measurement Certificate (JMC) for the Erection, Installation of such supplied
Equipment/Materials.
iv. Besides above, any other documents as required by the Engineer-In-Charge (EIC).
Stage-3:
i. Submission of Final Tax Invoice (10% of the Taxable Value) of Supplies along with CGST plus UPGST, or
IGST, as the case may be, on 10% of the Taxable Value of Supplies in triplicate duly certified by the
Stages
Progressive Payment Towards Supplies (
Quantity wise)
Minimum erection work required for payment
of supplies (Inter-Lock)
Stage-2 20% payment of supplied Sub-Station
Equipment/ Materials after erection
(Price variation not considered at this
stage as 100% price variation payable at
the time of last phase of the payment.
After satisfactory erection of equipment subject to
earth filling of associated switchyard and
completion of associated cable trench up to control
room.
Stages
Final Payment Towards
Supplies (Quantity
wise)
Minimum erection work required for payment of
supplies (Inter-Lock)
Stage-3 10% payment of
supplied Sub-Station
Equipment/ Materials
after Commissioning.
After satisfactory completion and commissioning of entire
substation, 100% completion of Electrical & Civil works,
adjustment of liquidated damages, if any, Completion of
Material Reconciliation, settlement of Price Variation if
applicable (Positive or Negative) and issuance of taking over
certificate.

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Engineering-In-Charge (EIC) towards final BOQ of the Price Schedule.
ii. Copy of Certificate from Electrical Inspectorate.
iii. Submission and acceptance of final Material Reconciliation Statement for the entire works under the
contract based on the MVAC vis-à-vis JMC.
iv. Adjustment of excess payment made, if any, arising out of the final material reconciliation statement.
v. Submission and approval of amended Contract Performance Bank Guarantee for the extended work
completion period, if any.
vi. Submission and approval of additional Contract Performance Bank Guarantee for the Major Equipment
(Power Transformers, Switch Gears, S/S Automation Equipment and Cables).
vii. Evidence of Return of dis-mantled items, if any, to UPPTCL.
viii. Evidence of Return of Unused OSM items, if any, to UPPTCL.
ix. Work Completion Certificate for each completed work duly certified by the Engineer-In-Charge (EIC).
x. Handing over and Taking Over Certificate.
xi. Besides above, any other documents as required by the Engineer-In-Charge (EIC).
C. Erection Portion Of the Contract:
UPPTCL shall release progressive payment of Erection portion of the contract in two stages as specified
Stage-1:
Documents required to be submitted for Stage-1 Erection Payment;
i. Tax Invoice for 90% of the Taxable Value of Erection portion including CGST plus UPGST, or IGST, as the
case may be thereon as per GST Rules in Triplicate duly certified by the Engineer-In-Charge (EIC).
ii. Joint Measurement certificate (JMC) jointly signed by the Site Engineer/Representative of Engineer-In-
Charge (EIC) and the Contractor’s Engineer.
iii. Copies of all statutory documents such as Project License, Valid Labour License, GST Registration
certificate and Storage-Cum-Erection Insurance Certificate shall be furnished against the first running
bill only.
iv. Besides above, any other documents as required by the Engineer-In-Charge (EIC).
Stage-2:
Documents required to be submitted for Stage-2 Erection Payment:
i. Submission of Final Tax Invoice of 10% of the Taxable Value of Erection portion along with CGST plus
UPGST or IGST, as the case may be thereon, as certified by the Engineer-In-Charge (EIC).
ii. Copy of Certificate from Electrical Inspectorate.
iii. Submission and acceptance of final Material Reconciliation Statement for the entire works under the
contract based on the MVAC vis-à-vis JMC.
Stages Terms of Payment Details of Works ( Quantity wise)
Stage-1 Progressive payment of 90% of the
Erection Running Bills submitted
Monthly.
On erection of Sub-Station Equipment /
Materials.
Stages Terms of Payment Details of Works ( Quantity wise)
Stage-2 Final 10% payment of
Erection Bill.
After satisfactory commissioning of entire substation, 100%
completion of Electrical & Civil works, adjustment of
liquidated damages, if any, Completion of Material
Reconciliation, settlement of Price Variation if applicable
(Positive or Negative) and issuance of taking over certificate.
Submission and approval of amended Performance Bank
Guarantee for the extended work completion period, if any.

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iv. Submission and approval of amended Performance Bank Guarantee for the extended work
completion period, if any.
v. Evidence of Return dis-mantled items, if any, to UPPTCL.
vi. Evidence of Return of Unused OSM items, if any, to UPPTCL.
vii. Work Completion Certificate for each completed work duly certified by the Engineer In-Charge (EIC).
viii. Handing over and Taking Over Certificate.
ix. Besides above, any other documents as required by the Engineer-In-Charge (EIC).
D. Civil Works Portion of the Contract:
UPPTCL shall release progressive payment of Civil Works portion of the contract in two stages as specified
Stage-1:
Documents required to be submitted for Stage-1 Civil Works Payment;
i. Tax Invoice for 90% of the Taxable value of Civil works portion along with CGST plus UPGST or IGST,
as the case may be, thereon as per GST Rules in Triplicate duly certified by the Engineer-In-Charge
(EIC).
ii. Joint Measurement certificate (JMC) jointly signed by the Site Engineer/Representative of Engineer-
In-Charge (EIC)and the Contractor’ representative.
iii. Copies of all statutory documents such as Project License, Valid Labour License, GST Registration
certificate and Storage-Cum-Erection Insurance Certificate shall be furnished against the first
running bill.
iv. Submission of Cube Test report in case of PCC and RCC.
v. Besides above, any other documents as required by the Engineer-In-Charge (EIC).
Stage-2:
Documents required to be submitted for Stage-2 Civil Works Payment;
i. On Submission of Final Tax Invoice on the 10% of the Taxable Value of Civil Works along with 10% of
the CGST plus UPGST, or IGST on the Taxable Value of Civil Works certified by the Engineer-In-
Charge (EIC).
ii. Work Completion Certificate for each completed work duly certified by the Engineer-In-Charge (EIC).
iii. Besides above, any other documents as required by the Engineer In-Charge (EIC).
Note:
i. GST as applicable shall be paid as per the extant provision of GST Laws.
ii. Liquidated Damage, if any, shall be recovered from the final 10% retention amount payable after
commissioning.
iii. TDS shall be made while releasing the above Payment.
iv. Other deductions if any shall be recovered from the running Invoices.
Stages Details of Works ( Quantity wise) Terms of Payment
Stage-1 On progressive completion of Civil Works Progressive payment of 90% of the Civil
Running Bills submitted Monthly.
Stages
Details of Works
(Quantity wise)
Terms of Payment
Stage-2 On completion of
100% civil works
Final 10% payment of Civil works running Bill.
After satisfactory Completion and commissioning substation,
Adjustment of liquidated damages, if any, Completion of
Material Reconciliation, settlement of Price Variation if
applicable (Positive or Negative) and issuance of taking over
certificate. Submission and approval of amended Performance
Bank Guarantee for the extended work completion period, if
any.

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23.2 Unless otherwise specifically mentioned in the SCC, payment towards price variations/ adjustment will
made in the manner as specified below;
Payment towards Price Variations/Adjustment: if applicable
i. Any variation in Contract Price due to Price Adjustment provision shall be effected on presentation
of calculations as per formula specified along with documentary evidence.
 The monthly WPI for the month of tender opening is to be considered as base month.
 Price variation bills are to be submitted by the firm for all items that are subject to variable price
along with erection bills.
 WPI data for a month are published around 14th
of subsequent month. However, WPI data for last
two months of published data remain provisional. As such, price variation computation can be done
after final WPI figures are available.
ii. The price variation for an item is to be limited to (+ or -) 30% of Taxable Value for supply of
Materials/Equipment portion and Installation Service Portion.
iii. Any increase in Contract Price due to price adjustment shall be paid both for supply of
material/equipment portion and Installation Services portion separately provided that the said
material/equipment has been supplied and Installation Services provided and payment released
there against accordingly.
iv. Any reduction in Contract Price due to price adjustment provision above shall be effected by
recovering of the reduction amount from any of the Contractor’s invoices falling immediately due
for payment or any other payments.
v. The price adjustment claims are to be submitted separately through invoice with the erection bill
along with the relevant documents and referring to the original Invoices released earlier.
24. Taxes and Duties:
24.1 GST at the applicable rate on the Taxable Value shall be paid to the contractor on submission of Tax
Invoice.
24.2 Except as otherwise specifically provided in the Contract, the Contractor shall bear and pay all taxes,
duties, levies, cess and charges assessed on the Contractor, its associates or their vendors by all
municipal, state or national government authorities in connection with the Facilities where the Site is
located.
24.3 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, 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 there from, as the case may be. However, any
statutory variations in GST rates beyond the original contract period shall be to the UPPTCL’s account
provided, the reason of delay is not attributable to Contractor. Any upward revision in GST rate during
the extended contract period, if any, (beyond the scheduled completion date) shall be to account of the
Contractor, if the reason of delay is attributable to Contractor.
24.4 TDS so made shall be deposited with the relevant tax Authorities &TDS certificates shall be issued by
UPPTCL.
D- Intellectual Property
25. Patent & Royalties:
25.1 It is the responsibility of the Contractor to satisfy all demands that may arises at any point of time
towards royalties and fees for patents covering materials, articles, devices, equipment or processes used in
the works. The Contractor shall also be liable for any damages or claims for patent infringements and shall
keep UPPTCL indemnified in this regard.
25.2 The Contractor shall, at its own cost and expense, defend all suits or proceedings that may be
instituted for alleged infringement of any patents, and, in case of an award of damages, the Contractor shall
pay for such award. In the event of any suit or other proceedings instituted against UPPTCL, the same shall
be defended at the cost and expense of the Contractor who shall also satisfy/comply with any decree, order
or award made against UPPTCL. But it shall be understood that no such machine, plant, work, material or
thing has been used by UPPTCL for any purpose or any manner other than that for which they have been

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supplied and installed by the Contractor and specified in the tender documents.
25.3 Final payment to the Contractor by UPPTCL will not be made, if the equipment, or any part thereof
supplied by the Contractor, is in such suit or proceedings held to constitute infringement. The Contractor
shall at its option and at its own expense, either procure for UPPTCL, the right to continue the use of said
equipment or part thereof, replace it with non-infringing equipment or modify it, so it becomes non-
infringing
26. Confidential Information:
26.1 UPPTCL and the Contractor shall keep confidential and shall 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 Vendor(s)/Subcontractor(s), if any, such documents, data and other
information it receives from the UPPTCL to the extent required for the Vendor(s)/Subcontractor(s) to
perform their work under the Contract, in which event the Contractor shall obtain from such
Vendor(s)/Subcontractor(s) an undertaking of confidentiality similar to that imposed on the Contractor
under this clause.
26.2 UPPTCL 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 UPPTCL 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.
26.3 The obligation of a party, however, shall not apply to that information which:
(a) Now or hereafter enters the public domain without any fault of the either 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.
The above provisions of this clause 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.
E- Execution of the Facilities
27. Representatives:
27.1 UPPTCL’s Engineer-In-Charge (EIC): UPPTCL shall notify the Engineers-In-Charge (EIC) in the SCC. The
Scope of duties of the Engineer-In-Charge, pursuant to the contract, will include but not be limited
to the following:
i. Supervise the work at site and ensure quality with reference to the approved design, drawings, and
technical specifications.
ii. Monitor the progress of work in accordance with the approved Bar Chart/WBS Inspect, accept or
reject or authorize his representative to inspect/ accept or reject the material/equipment supplied
by the Contractor at site or at any other place where Contractor’s site store is located.
iii. Certify the work for progressive payment as well as final payment.
iv. Review and suggest modifications and improvement in completion schedule from time to time.
v. Supervise the Quality Assurance Program implementation at all stages of the work.
vi. Upon successful completion and commissioning of the Sub-station works, the EIC shall ensure
reconciliation of material issued to the contractor. If no claim is pending against the contractor, the
certificate to this effect shall be issued by the Supervising Engineer.
vii. Issue notices, instructions, orders, certificates, approvals and other communications under the
Contract
viii. Any other work relating to performance of the Contract.
27.2 UPPTCL’s Engineers Of Contract (EOC):
UPPTCL shall notify the Engineers Of Contract (EOC) in the SCC.
The EOC shall represent and act for the UPPTCL at all times during the performance of the Contract. The
Scope of duties of the Engineer-In-Charge, pursuant to the contract, will include but not be limited to the
following.
i. Discharge the function diligently in respect of entire Pre-award activities.
ii. Issue of LoA following the completion of tendering process and approval of competent authority.

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iii. Acceptance of CPBG, keeping in safe custody, ensuring renewal from time to time etc.
iv. Signing of Contract and keeping it in safe custody Contract Agreement along with all necessary
documents.
v. Review and approval of contractor’s drawings, engineering data etc.
vi. Administer the process of inspection of equipment/material and issue of DI.
vii. Look after approval of additional quantity of work and make an endeavour to secure prior approval
from competent authority.
viii. Monitor the progress of work and consider the extension time for the reasons not attributable
to Contractor and place it before competent Authority.
ix. Look after the Dispute Resolution with the Contractor.
x. Issue notices, instructions, orders, certificates, approvals and other communications under the
Contract.
xi. Any other work relating to performance of the Contract.
27.3 Contractor’s Project Manager:
The Contractor shall appoint a Project Manager having adequate qualifications and shall request
UPPTCL in writing to approve the person so appointed before signing of the Contract Agreement.
The Contractor can change the Project Manager from time to time with the consent of UPPTCL. The
Project Manager shall supervise all work done at the Site by the Contractor and shall remain present
at the Site throughout normal working hours.
28. Work Program:
28.1 Contractor’s Manpower Chart:
The Contractor shall submit the list of the manpower with their rank & position, duties and
responsibility, for carrying out the contract work at the time of execution of the contract.
28.2 Contractor’s Execution Plan:
It is agreed by the Contractor to execute the contract works within the scheduled time and as per the
agreed mile stone (PERT/WBS). In this respect, the Contractor shall submit the detailed PERT/WBS to
the EOC for approval which shall be the base for monitoring & execution of the contract works.
28.3 Subcontracting:
 The Contractor is not allowed to transfer, assign or otherwise part with the Contract or any part
thereof, either directly or indirectly to any other party without the prior approval of UPPTCL.
 However, prior approval of UPPTCL is not required for specialized nature of work, where, the
contractor may engage Sub-Contractor/Associates for such specialized works, if already specified in
the contract.
 Further, the contractor, if so desires, may engage sub-contractor with the prior approval of UPPTCL.
UPPTCL shall evaluate the capability of the sub-contractor before giving its approval for engagement
of Sub-Contractor. These Sub-Contractor(s) shall not be entitled to any or payment/compensation
from UPPTCL and it would be sole responsibility of the Contractor to deal with its Sub-Contractor(s).
28.4 Progress Report:
 The Contractor shall monitor the progress of all such activities specified in the PERT/WBS and shall
furnish a progress report on Supply, Erection, deployment of gang, physical projections, Financial
projections, reason of delay in execution of works, if any, etc. to the EIC on weekly basis and to EoC
on monthly basis as agreed between the Contractor and UPPTCL.
 The progress report shall contain the percentage completion achieved compared with the planned
percentage completion for each activity and where any activity is behind the schedule, its plan to
make- up the delay.
F-Guarantees and Liabilities
29. Guarantee & Warranty
29.1 The Contractor shall guarantee that the equipment/materials will be new, unused and in accordance
with the Contract documents and free from defects in material and workmanship for a period (as
mentioned in the SCC) commencing immediately after the satisfactory commissioning of the entire
works under the contract.
29.2 However, critical components covered under the contract such as Power Transformers, Switch Gears,
Relays, VCBs, CT & PT, AAA ACSR Conductor, XLPE Cables etc, shall have extended defect liability period
beyond the normal performance guarantee period as mentioned in the SCC.

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29.3 The Contractor’s liability shall be to the extent of repair/replacement of such defective
equipment/material either arising from faulty design or defective equipment/materials and/or bad
workmanship. Such defective equipment/materials shall be handed over to the Contractor for repair or
replacement by a new one, unless otherwise repairable at site.
29.4 The Contractor shall complete the repair/replacement work within the reasonable time frame
intimated by the EOC. If any defects are not remedied within the time frame, the EOC may proceed to
do the work at the Contractor’s risk and cost but without prejudice to any other rights, which UPPTCL
may have against the Contractor in respect of such defects.
29.5 In the event of any emergency, where in the judgment of the EOC, delay would cause serious loss or
damages, repair may be made by the EOC or a third party chosen by the EOC without advance notice
to the Contractor and the cost of such work shall be recovered from the Contractor. In the event such
action is taken by the EOC, the Contractor will be notified in due course and he shall assist wherever
possible in making necessary corrections. This shall not relieve the Contractor of his liabilities under
the terms and conditions of the Contract.
29.6 If it becomes necessary for the Contractor to replace or renew any defective portions of the works the
provision of this clause shall apply to portion of the works so replaced or renewed until the expiry of
guarantee period.
29.7 The repaired or new parts will be supplied and erected free of cost by the Contractor. If any repair is
carried out on its behalf at the site, the cost of such repairs shall be to the account of contractor.
29.8 The cost of any special or general overhaul rendered necessary during the maintenance period due to
defects in the equipment or defective work carried out by the Contractor, the same shall be borne by
the Contractor. The acceptance of the equipment or works by the EOC shall in no way relieve the
Contractor of its obligations under this clause.
29.9 In the case of those defective parts, which are not repairable at site but are essential for the
operation of the equipment, the Contractor and the EOC shall mutually agree to a program of
replacement or renewal, which will minimize interruption to the maximum extent in the operation of
the equipment.
29.10 At the end of the guarantee period and or Defect Liability period, the Contractor’s liability ceases
except for latent defects warranty.
29.11 The contractor shall not stand guarantee for the materials supplied by UPPTCL but shall stand
guarantee during the erection of the materials.
30. Latent Defect Warranty:
30.1 The period of latent defect warranty shall be 10 years reckoned from the completion of one year
guarantee/ warranty from Commercial Date of Operation (CoD), i.e. one year after satisfactory
commissioning of the Works/Facility under the contract. The latent defect warranty shall mean such
warranties which are ‘Latent’ to the equipment supplied or erected which would not normally be
discovered/seen by an inspection or discoverable during the trial run. These are concealed flaws which
one would normally not expect from the item during the execution of the contract or during the
guarantee period but a manufacturing defect detected beyond guarantee period for which the
contractor shall remain liable for replacement/rectification for such ‘Latent’ defect.
30.2 UPPTCL shall exercise the right of latent defect warranty for replacement/rectification of
Supply/Workmanship.
30.3 UPPTCL will have a claim in damages against the contractor if the defects are a result of the contractor’s
breach of contract and/or negligence and UPPTCL suffers loss as a result.
31. Limitation of Liability:
. 31.1 Except in cases of criminal negligence or willful misconduct, the final payment by UPPTCL in pursuance
of the Contract shall mean the release of the Contractor from all its liabilities under the Contract except
for liabilities under Guarantee period and Latent Defect Warranty period.

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31.2 Such contractual liabilities and responsibilities of the Contractor shall prevail till expiry of the Latent
Defect Warranty period. Notwithstanding anything to the contrary mentioned herein and to the extent
permitted by law, the aggregate liability of Contractor to UPPTCL, whether in contract, tort or
otherwise, will be limited to 100% of the contract value.
G- Risk Distribution
32. Force Majeure
32.1 “Force Majeure” shall mean conditions beyond control of either parties like war, hostility, acts of public
enemy, civil commotion, sabotage, serious loss or damage by fire, explosions, epidemics, lockouts or
acts of God that come under the legal concept of Force Majeure (FM).
32.2 Force Majeure shall not include the following occurrences:
 Late delivery of materials caused by congestion of Vendor’s facilities or elsewhere, and oversold
condition of the market, inefficiencies, or similar occurrences.
 Late performance by Contractor and / or Vendor caused by unavailability of raw materials, supervisors
or labour, inefficiencies of similar occurrences
 Mechanical breakdown of any item of Contractor’s or its Vendor’s equipment, plant or machinery
 Delays due to ordinary storm or inclement weather
 Non-conformance by Vendor/Sub vendor.
 Financial distress of Contractor or its Vendor (s).
32.3 Delays in performance of contractual obligations under influence of Force Majeure conditions are
condonable by the other party without any right to termination or damages, provided, notice of the
happening of any such event is given by the affected party to the other within 30 (thirty) days from the
date of occurrence.
32.4 Works under the contract shall be resumed as soon as practicable after such event has come to an end
or cease to exist. However, if such event continues for a period exceeding 180 days, either party may at
its option terminate the contract by giving notice to the other party.
32.5 Any delay or failure in performance by either party hereto shall not give rise to any claims for damages
or loss of anticipated profits if and to the extent, such delay or failure is caused by Force Majeure.
H-Contract Delay and Default
33. Contract Delay:
33.1 To keep the contract, live, interim/provisional extension of time may be allowed with the right to
levy Penalty (Liquidated Damage) at the time of final approval.
33.2 On the request of the Contractor, extension of time may be considered based on the facts and
circumstances of the case. The extension of the whole or part of the period of delay may be
allowed if it is found that the reasons of delay cannot be attributable to Contractor. In such case,
Contractor will be eligible for upward revision of Tax, if any during extension period.
33.3 Where reasons of delay are attributable to the contractor, extension of time is allowed with the
imposition of LD.
33.4 In all the above cases the contractor whether allowed extension or not, will be liable to pay
negative PV.
33.5 In the event extension of time is allowed, the woks completion schedule shall be rescheduled
accordingly
34. Liquidated Damage:
34.1 Normally, the Works shall be completed within the scheduled Completion Period. However, the
Original Schedule Completion Period gets extended from time to time due to delay on the part of
the Contractor or Handing over of Land/Obtaining Statutory Clearances/ Supply of OSM by
UPPTCL/ Force Majeure Incidence /Any Other reason as the case may be.
34.2 For such extension of time, the Contractor shall be required to request before the concerned
Engineers In-Charge (EIC) giving the reasons of delay. The Engineers In-Charge (EIC) after due
examination may recommend provisional extension from time to time with right to levy LD.

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