Particular Conditions of Contract

PART - II

PARTICULAR CONDITIONS OF CONTRACT

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 Particular Conditions of Contract

PART II – CONDITIONS OF PARTICULAR APPLICATIONS

Clause 1 – General Provisions

Sub-Clause 1.1 – Definitions

1.1.2.8 Delete the entire details and substitute the following

“Domestic Subcontractor” means any person named in the Contract

as a Domestic Subcontractor, or any other person appointed by the
main Contractor with the acceptance of the Employer/Engineer as a
Subcontractor, for a part of the Works; and the legal successors in
title to each of these persons.

Add the following after 1.1.2.10

1.1.2.11 “QS/ Cost Consultant” means the person appointed by the

Employer to act as the Quantity Surveyor for the purposes of the
contract & named in the Appendix to Tender, or other person
appointed from time to time by the Employer & notified to the
Contractor.

1.1.3.1 Substitute “28’ by “3”

Sub-Clause 1.2 – Interpretation

Delete the entire text in Sub-clause and substitute with following:

In the Contract, except where the context requires otherwise:

(a) words indicating one gender include all genders;

(b) words indicating the singular also include the plural and words
indicating the plural also include the singular;
(c) provisions including the word “agree”, “agreed” or “agreement” require
the agreement to be recorded in writing;
(d) “written” or “in writing” means hand-written, type-written, printed or
electronically made, and resulting in a permanent record;
(e) a reference to a Clause, Sub-Clause or Annexure is a reference to a
clause, sub-clause or annexure of the Contract;
(f) a reference to a provision of law is a reference to that provision as
extended, applied, amended or re-enacted and includes any
subordinate legislation;
(g) a reference to a document is to that document as amended, varied or
novated from time to time otherwise than in breach of the Contract or
that document;
(h) a reference to an amendment includes a supplement, novation,
restatement or re-enactment and ‘amended’ will be construed
accordingly;
(i) a reference to a person includes any individual, company, corporation,
unincorporated association or body, government, state agency,
organisation or other entity whether or not having a separate legal
personality

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 Particular Conditions of Contract

(j) a reference to a person includes its successors in title, permitted

assigns and permitted transferees;
(k) a reference to words or phrases derived from a defined word have a
corresponding meaning to the defined word;
(l) a reference to a term of inclusion shall not be interpreted to a term of
limitation and the words including and include shall mean including
without limitation and include without limitation respectively;

The marginal words and other headings shall not be taken in to consideration
in the interpretation of these conditions.

Sub-Clause 1.3 - Communications

Insert the following after the word “notices” in line 2:

, instructions, permissions,

Insert after the first sentence in subparagraph (b) the following:

The Contractor shall provide an address for delivery of communications

located in India.

Insert the following new paragraph after subparagraph (b):

Electronic communications shall use the following (as relevant):

(c) Microsoft Windows compatible software for the general preparation

and transmission of documents;
(d) AutoCAD compatible DWG files for the preparation and transmission
of drawings; and
(e) MS Project/ Primavera P3/P6 Files for the preparation and
transmission of programmes.

Sub-Clause 1.9 – Delayed Drawings or Instructions5 – Priority of Documents

Delete the Sub-Clause as existing in its entirety and replace with the
following:
 
Priority of Documents

The documents forming the Contract are to be taken as mutually explanatory

of one another. For the purposes of interpretation,
the priority of the documents shall be in accordance with the following
sequence:

(a) the Contract Agreement (if any),

(b) the Letter of Acceptance,
(c) the Letter of Tender
(d) the Particular Conditions,
(e) the General Conditions,
(f) the Drawings,
(g) the Specification,
(h) the Bill of Quantities, and
(i) the Schedules and any other documents forming part of the
Contract.

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 Particular Conditions of Contract

If any ambiguity or discrepancy is found in the documents, the Engineer shall issue
any necessary clarification or instruction.

Sub-Clause 1.6 – Contract Agreement

Replace “Employer” in last line with “Contractor”

Sub-Clause 1.9 – Delayed Drawings or Instructions

Insert at the beginning of sub clause 1.9

The Contractor shall submit an information release schedule including drawings,

instructions or any information required for execution of the Works, with required
dates (along with his programme, in accordance with Clause 8.3) for the review and
approval of the engineer. The approved information schedule shall form the basis for
monitoring the release of information to the contractor. The Contractor shall
periodically update the information release schedule and submit it to the Engineer for
review.

Delete sub Paragraph (b)

Sub-Clause 1.10 - Employer’s use of Contractor’s Document

Delete the entire text in Sub-clause and substitute with following:

The Employer shall have the copyright and all other intellectual property rights
in all drawings, reports, specifications and similar documents prepared during
the term of the Contract and provided specially for the Works. They shall not,
without the Employer’s prior written consent, be used, copied or
communicated to any third party by or on behalf of the Contractor, except as
necessary for the purposes of the Contract.

Sub-Clause 1.11 - Contractor's Use of Employer's Documents

Delete the entire text in Sub-clause and substitute with following:

The Parties agree that the Employer shall retain the Intellectual Property
Rights in the Contract Documents including the Specification, the Drawings
and all other documents made by (or on behalf of) the Employer. Subject to
Sub-Clause 1.12 [Confidential Details], the Contractor may, at its cost, copy,
use, and obtain communication of these documents for the sole and exclusive
purpose of performing its obligations under the Contract. Upon the completion
of the Works or the Termination of the Contract, whichever occurs first, the
Contractor must immediately deliver to the Employer all copies of the
Contract Documents, prepared by or on behalf of the Employer, which are in
the Contractor possession, including its Subcontractors and personnel.

Sub-Clause 1.12 - Confidential Details

Add the following paragraph at the end of Sub-Clause:

The Contractor shall treat the details of the Contract as private and
confidential, save in so far as may be necessary for the purposes thereof, and

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shall not publish or disclose the same or any particulars thereof in any trade
or technical paper or elsewhere without the previous consent in writing of the
Employer or the Engineer. If any dispute arises as to the necessity of any
publication or disclosure for the purpose of the Contract the same shall be
referred to the decision of the Employer whose award shall be final.

Clause 2 – The Employer

Sub Clause 2.1 – Right of Access to the Site

Delete sub Paragraph (b)

Sub Clause 2.2 – Permits, Licenses or Approvals.

Delete sub Paragraph (a)

Add after first sentence in first paragraph.

(This provision shall not relieve the contractor of his absolute responsibility to obtain
any permits, licences or approvals.)

Sub Clause 2.4 - Employer’s Financial Arrangements

Delete the Sub-Clause in its entirety

Clause 3 – The Engineer

Sub-Clause 3.1 - Engineer’s Duties and Authority

Add the following sub-paragraphs after the sub-paragraph (c)

d) The Engineer shall obtain the specific approval of the Employer before
carrying out the following duties:
(i) Instructing work to be carried out which is an addition to or a
deduction from the”Contract Price”. The term “Contract Price” is
defined in Sub-Clause 14.
(ii) Issuing instructions for the expenditure of Provisional Sums for the
provision of optional sections of work or for major items of material
and equipment, under Sub-Clauses 13.5,
(iii) Instructing work to be carried out against expenditure under a
contingency sum included in the Bill of Quantities,
(iv) Requiring tests to be carried out or witnessed at any place other
than within the India, in accordance with Sub-Clause 7.4.

e) Notwithstanding the obligation of the Engineer, as set out above, to obtain

approval, if, in the opinion of the Engineer, an emergency occurs
affecting the safety of life or of the Works or of adjoining property, he
may, without relieving the Contractor of any of his duties and
responsibilities under the Contract, instruct the Contractor to execute
all such work or to do all such things as may, in the opinion of the
Engineer, be necessary to abate or reduce the risk. The Contractor
shall forthwith comply, despite the absence of approval of the
Employer, with any such instruction of the Engineer. The Engineer
shall determine an addition to the Contract Price, in respect of such

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instruction, in accordance with Clause 13 and shall notify the

Contractor accordingly, with a copy to the Employer.

f) The Engineer shall also seek the approval of the Employer prior to:
i) Consenting to the Contractor’s Programme submitted under Sub-
Clause 8.3.
ii) Granting extension of time.
iii) Issuing any Taking-Over Certificate under Clause 10, of these
Conditions of Contract.
iv) Issuing a Performance Certificate under Clause 11.9 of these
Conditions of Contract

Sub Clause 3.2 Delegation by the Engineer

Insert new paragraph at the beginning

Within 7 days from the commencement date the Engineer shall nominate a person
who would be authorised to carry out all the functions of the Engineer covered under
the contract conditions. The Engineer shall also nominate the alternative person to
act with similar powers during the absence of primary nominee.

Sub Clause 3.3 Instructions of the Engineer

Replace “two” in first line in sub paragraph (c) with “five”

Sub-Clause 3.4 - Replacement of the Engineer

Delete the “42” and substitute with “30” in line 1

Delete the last sentence of the Sub-Clause.

Clause 4 – The Contractor

Sub-Clause 4.1 - Contractor’s General Obligations

Add the following sub-paragraph after the sub- paragraph (d):

e) The Contractor shall be liable for the consequences of errors,

omissions or negligence on his part and those of his Subcontractors,
and in particular he shall be liable for any defects in the construction of
any part of the Works where such defects are due to any error,
omission or negligence of the Contractor or his staff provided that
such defects become apparent during the period of ten years from the
issue of the Taking Over Certificate for the part of the Works in
question. The liability of the Contractor shall in any event be limited to
the cost of rectification of the Works. The approval of the Engineer
shall not in any way absolve or relieve the Contractor from any such
obligation, responsibility or liability.

f) In carrying out the execution and completion of the Works and any
design which is the responsibility of the Contractor he has not and
shall not, specify for use or permit to be used any Materials which at
the time the Works are being carried out are generally accepted or
reasonably suspected of being Prohibited Materials, and shall, when
requested, issue to the Employer and to such persons as the

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Employer may require a certificate that no such Materials have been

specified for use or permitted to be used.

Sub-Clause 4.2 - Performance Security

Delete “28” in line 1 of the second paragraph and substitute with “21”

Delete the second sentence of second paragraph and substitute with following:

The Performance Security shall be in the form of a bank guarantee as

per the specimen attached as Appendix D. and shall be issued by a
bank or financial institution acceptable to the Employer (in its sole
discretion).

Sub-Clause 4.6 – Co-operation

Delete the sub clause in its entirety and insert

The Employer may appoint Direct Contractors or designate his own personnel to
carry out some of the works directly while the site is under the responsibility of the
Contractor. The Contractor shall provide all reasonable co-operation and assistance
to such Direct Contractors & Employer’s Personnel to enable them to carry out their
Works. The Contractor shall allow the Direct Contractor’s / Employer’s Personnel to
use the temporary works/facilities, such as access roads, etc without affecting his
work programme and without incurring any additional costs for providing such
facilities.

Sub-Clause 4.7 – Setting Out

Delete the Paragraph 2 and substitute with following

The Employer shall not be responsible for any errors in these specified or notified
items of reference, if the Contractor fails to verify their accuracy and notify the
Engineer with a copy to the Employer within 30 days from the date of the Letter of
Acceptance.

Delete sub Paragraph (b)

Sub-Clause 4.9 - Quality Assurance

Delete the contents of paragraph 1 and substitute with:

The Contractor shall submit a Quality Assurance / Quality Control

(QA/QC) Plan for Engineer’s approval and upon approval implement the
plan on the Project. The organization, management and implementation
of the QA/QC Plan shall be the full responsibility of the Contractor.

Sub-Clause 4.19 - Electricity Water and Gas

Delete the entire text in Sub-clause and substitute with following:

The Contractor shall be responsible for the provision of all power,

water and other utility and telecommunication services he may
require. The Contractor will be responsible for applying for his own

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connection and metered utilities and telecommunication supplies and

shall pay all costs, charges etc throughout the duration of the Works.

The Contractor shall provide water and electricity, from any source
determined by the Contractor, to the Sub Contractor as required for
their execution, completion and commissioning of their works, on
chargeable basis. The charges for supply of water shall be INR 0.20 /
Litre and INR 8.00 / unit for electricity from KSEB and INR 14.00 / unit
for electricity from DG.

Sub-Clause 4.20 – Employer’s Equipment & Free-Issue Materials

Delete pagraphparagraph 1 & subparagraph (a), (b) and substitute

with

The Employer may purchase some of the major equipments required

for the permanent works and deliver it to the Project Site through the
Suppliers. The Contractor shall take responsibility for securing those
equipment upon receipt at site and coordinate with the Sub-
Contractors for installation of those equipment as required. The
Contractor shall be responsible for each item the Employer’s
equipment whilst any of the contractor’s personnel is operating it,
driving it, directing it or in possession or control of it.

Delete “immediately” in line 6 of 3rd paragraph.

Delete the second sentence of last paragraph and insert with the
following new paragraphs at the end

The Contractor shall notify of any defect within a period of 14 days

from the time that the contractor has received the material supplied by
the employer. The employer shall not be liable for any defects that are
not brought to his notice within the above specified 14 days.

The Contractor shall maintain records of material receipt and

consumption and submit statements at agreed periodical Intervals
and/or show the Engineer the records at any time for inspection.

Where the materials are supplied by the Employer, the Contractors

shall work out the total quantity of all materials required along with the
schedule of delivery and shall indent the same to the Employer well in
advance. The Employer shall there upon procure such quantities of
materials indented and issue the same to the Contractors.

The Employer shall be responsible for unloading of all materials

issued by them at one point within the site. Shifting of these materials
for consumption or for further storage and all subsequent handling
within the site shall be in the responsibility of the contractor.

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Add the following Sub-Clauses after the Sub-Clause 4.24

Sub-Clause 4.25 - Penalty for Provision and Maintenance of Diversions

If the Contractor fails to provide or maintain the diversions for roads

and services according to the Contract after written notification by the
Engineer or the Engineer's Representative then the Employer shall be
entitled to employ and pay other persons to carry out the required
works and all expenses consequent thereon or incidental thereto shall
be recoverable from the Contractor by the Employer or may be
deducted by the Employer from any monies due or which may
become due to the Contractor. Furthermore the Contractor shall pay
to the Employer the sum per day stated in the Appendix to the Form of
Tender as a penalty for such default for every day or part of a day
which shall elapse between the written notification by the Engineer of
such default until such time as the default is rectified or until the
diversion is no longer required.

The Employer may, without prejudice to any other method of recovery,

deduct the amount of such penalties from any monies in his hands,
due or which may become due to the Contractor. The payment or
deduction of such penalties shall not relieve the Contractor from his
obligations to complete the Works, or from any other of his obligations
and liabilities under the Contract.

Sub-Clause 4.26 - Warranties

Without prejudice to any other warranties or representations in the

Contract, the Contractor warrants and represents that:

(a) the Works, when complete, shall comply with the standards set
out in the Contract, the standards approved in writing by the
Engineer, all Laws, building, electrical or other codes (whether
international or local) and all applicable insurance
requirements;
(b) (to the extent the Contractor is responsible under the Contract
for the design of the Works) the Works have been and shall be
designed and specified to comply with the standards set out in
the Contract, the standards approved in writing by the
Engineer, all Laws, building, electrical or other codes (whether
international or local) and all applicable insurance
requirements;
(c) (to the extent the Contractor is responsible under the Contract
for the design of the Works) the Works shall be fit for their
intended purpose;
(d) the Works have been and shall be tested at a minimum to the
requirements set out in the Laws, as set out in the
Specifications and Drawings or to the standards approved in
writing by the Employer;
(e) it has all the resources, experience, qualifications and
capability at its disposal and as required to execute and
complete the Works within the Time for Completion;
(f) the Works have been and shall be constructed strictly in
accordance with the Specifications and Drawings, and that

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there has not been, and shall not be, any departure from the
Specifications and Drawings except in accordance with Clause
13;
(g) it is the owner or authorised licensee of any and all patents,
trade secrets, intellectual property and/or other proprietary
rights used in connection with the design (to the extent the
Contractor is responsible for the design of the Works) and its
performance of its obligations under the Contract, and that no
infringement of any patents, trade secrets, intellectual property
and/or other proprietary rights (whether in the United Arab
Emirates or elsewhere) will result from the performance of the
Contract or the use of the Works;
(h) all materials and equipment furnished for, or utilised in, the
Works will be new (unless otherwise specified in the Contract
or approved in writing by the Engineer);
(i) (subject to the Contractor’s right and obligation to rectify
defects in accordance with Clause 11) the Works shall contain
no defects, omissions or flaws of any kind which would prevent
or interfere with the safe, uninterrupted operation of the Works
for their intended purpose, or which would prevent the Works
from complying with applicable building, electrical or other
codes and with all other applicable Laws, or which would
prevent the Works from meeting the requirements contained in
the Specifications and Drawings;
(j) the Contractor is a corporation duly formed and validly existing
under the laws of its jurisdiction of incorporation and has the
lawful authority to engage in the business it presently
conducts;
(k) the Contractor has the authority to make and carry out the
Contract and perform its obligations hereunder;
(l) the execution, delivery and performance of the Contract shall
not conflict with, result in a breach of, constitute a default
under or accelerate performance required by any of the terms
of the Contractor’s constituent documents;
(m) the Contract has been duly and validly executed and delivered
by the Contractor and constitutes a legal, valid and binding
obligation of the Contractor enforceable against the Contractor
in accordance with its terms, except to the extent that its
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
rights of creditors generally or general principles of equity; and
(n) the Contractor has conducted and is conducting its business
in all material respects in compliance with the Laws of the
Country.

Sub-Clause 4.27 Assignment of Manufacturer’s Warranties

The Contractor shall procure that any warranty, express or implied,

with respect to any plant or material used in the construction of the
Works made or given by the manufacturer, any sub-contractor or
supplier thereof, or any other seller thereof, shall be made in favour of
the Employer or will be assigned or otherwise made available to the
Employer.

Works shall not be considered to be completed for the purpose of the

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issuance of the Taking–Over Certificate under Sub-Clause 10.1 until

the Employer has received such warranties.

Sub Clause 4.28 Hoardings

No placards or advertisements shall be affixed to any temporary hoardings, gantry,

scaffolding, building or structure without the Engineer's written approval to their
design and placing. The right of advertisement upon hoardings, gantries, etc. and
upon any building is absolutely reserved by the Employer.

Sub Clause 4.29 Reports and Meetings

Within 14 days of submission of the Programme, the Contractor shall prepare a

complete schedule of all submittals including that of his Subcontractors and Suppliers
as required by the Specification.

Within 21 days from the Commencement Date, the Contractor shall prepare and
submit in collaboration with the principal Sub-contractors and Suppliers, a detailed
Material Status Report including details of the proposed dates for order of the
materials and the expected date of arrival at site. This report must be updated and
presented with full documentation to the Engineer on a monthly basis. The
Contractor shall provide evidence of the orders placed to the Engineer if required by
the Engineer.

An initial project meeting will be conducted by the Engineer within 7 days of the issue
of the Instruction to Commence. The meeting will be a general organizational one
and will review responsibilities and personnel assignments and contract procedures.
Subsequent project meetings will be held on site at regular intervals at the discretion
of the Engineer. The Contractor should hold meetings with his Sub-contractors prior
to the project meetings to determine what items need to be discussed with the
Engineer.

The Contractor shall submit 4 copies of a detailed monthly report including the
updated programme, updated material status reports, submittal schedule, status of
information release schedule, quality and safety reports, etc to the Engineer at the
beginning of every month. The report shall be reviewed in the monthly project
meeting which will be conducted by the Engineer.

Sub Clause 4.30 Existing Services

The contractor shall take all necessary measures to ascertain the location of all
existing services including liaising with local authorities, public undertakings, the
Engineer and any other persons having knowledge of the site to avoid damage to
any existing services. The Contractor shall also protect such services or divert as
required and shall liaise with all statutory authorities in this regard.

Sub Clause 4.31 Compliance with Public Regulations

The Contractor shall not obstruct any public way or otherwise do anything which may
amount to a nuisance or annoyance, and shall not interfere with any right of way or
light to adjoining property, and any notice received by him or left upon the Site
requiring the discontinuance or suspension of any part of the Works shall be at once
forwarded by him or given to the Employer's Representative in writing, and the
Contractor shall keep the Employer indemnified against any claim or loss consequent
upon any act, neglect or omission of the Contractor or his agents, servants or

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workmen in this respect.

Sub Clause 4.32 Supervision and Management

The Contractor’s obligations under this contract shall be complete and shall include
the responsibility for proper coordination and the management of the works carried
out through specialist Nominated Subcontractors. Apart from the normal supervision
and management required for executing the direct works the Contractor shall depute
adequate numbers of staff for supervision and management of the specialist
Subcontractors to fulfil his obligation.

Clause 5 Subcontractors

Sub Clause 5.1 shall be deleted entirely and amended as below:

5.1 Definition of “Subcontractor”

In the Contract “Subcontractor” means a Contractor:

(a) Who is selected by the Employer with the concurrence of

the Main Contractor for works to be carried under
Provisional / PC Sums and the mechanism shall be as
mutually agreed between the Employer and the Contractor.
(b) The selected Subcontractor shall be appointed by the
Contractor as his subcontractor in performance of his
obligation under the Contract.
(c) For whom the Contractor takes the entire responsibility for
the performance of the Subcontractor in performing his
obligation under the Contract.

Sub Clause 5.2 Objection to Nomination

Delete entirely“Nominated” in line 1 of the first paragraph.

Delete “An objection .................of the matters”.In line 3, 4 & 5 in the first paragraph.

Delete sub paragraph (a), (b) & (c).

Sub Clause 5.3 Payment to Subcontractor

Sub Clause 5.3 shall be deleted entirely and amended as below:

Add new Sub Clause 5.3

5.3 Payment to Subcontractors

The Contractor shall pay to the Subcontractor the amounts which the Engineer
certifies to be due in accordance with the Subcontract.

In the event, the Main Contractor fails to make timely payment to the Subcontractor,
then the Employer reserves the right to make payment directly to the Subcontractor
and such monies shall be deducted from the amounts due to Main Contractor.

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Sub Clause 5.4 Evidence of payments

Sub Clause 5.4 shall be deleted entirely and amended as below:

Add new Sub Clause 5.4

5.4 Contractor’s obligation with respect to the performance of the

Subcontractor

The Contractor shall treat the subcontractors as their domestic subcontractors and
shall take entire responsibility in performance of his obligations under the Contract..
In the event if the Subcontractor fails to deliver, the Contractor shall take all remedial
measures to complete the Works without any additional cost implication to the
Employer and without affecting the Time for Completion.

Clause 6 – Staff and Labour

Sub Clause 6.4 Labour Laws

Delete the sub clause in its entirety and insert

During continuance of the contract, the Contractor and his Subcontractors shall abide
at all times by all existing labour enactment and rules made there under, regulations,
notifications and bye laws of the State or Central Government or local authority and
any other labour law (including rules) regulations, bye laws that may be passed or
notification that may be issued under any labour law in future either by the State or
Central Government or the local authority. The Contractor shall keep the Employer
indemnified in case any action is taken against the Employer by the competent
authority on account of contravention of any of the provisions of any Act or rules
made there under, regulations or notifications including amendments.

If the Employer is caused to pay or reimburse such amounts as may be necessary to

cause or observe, or for non-observance of the provisions stipulated in the
notifications/bye laws/Acts/Rules/regulations including amendments, if any, on the
part of the Contractor the Employer shall have the right to deduct any money from
the Contractor. The Employer shall also have right to recover from the Contractor any
sum required or estimated to be required for making good the loss or damage
suffered by the Employer.

The Contractor is also expected to maintain harmony and cordial relationship with the
local labour available in the region inorder to ensure uninterrupted progress of Works
at site.

The employees of the Contractor and the Subcontractors in no case shall be treated
as the employees of the Employer at any point of time.

Some of the major labour laws that are applicable to construction industry are given
below. The Contractor shall comply with the current provisions of such laws and shall
comply with any other laws related to the execution of the Works.

 Workmen Compensation Act 1923

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 Payment of Gratuity Act 1972

 Employees P.F and Miscellaneous Provision Act 1952
 Maternity Benefit Act 1951
 Contract Labour (Regulation & Abolition) Act 1970
 Minimum Wages Act 1948
 Payment of Wages Act 1936
 Equal Remuneration Act 1979
 Payment of Bonus Act 1965
 Industrial Disputes Act 1947
 Industrial Employment’s (Standing Orders) Act 1946
 Trade Unions Act 1926
 Inter-State Migrant workmen’s (Regulation of Employment & Conditions of Service)
Act 1979

The Building and Other Construction workers (Regulation of Employment and

Conditions of Service) Act 1996 and the Cess Act of 1996

The Contractor shall provide an undertaking for Labour Law compliance as per the
specimen attached in the Appendix J.

Clause 6.6 Facilities for Staff and Labour

Add the following paragraph after second paragraph.

The Contractor shall not provide & shall not allow any of his
Subcontractors to provide any temporary accommodation for workmen
within the site premises.

Sub-Clause 6.9 - Contractor’s Personnel

Add the following paragraph at the end of the Sub-Clause:

The Engineer may require the immediate removal from the Site and
the Works of any person employed by the Contractor or his Sub-
contractors who, in the opinion of the Engineer, fails to properly
adhere to the provisions of this Clause and such persons shall not be
again employed upon the Works without the prior approval of the
Engineer. The Contractor shall give prompt and due consideration to
any matter to which the Engineer in the course of his duty may find it
necessary to call attention for the purpose of ensuring compliance with
the foregoing.

Add the following Sub-Clauses after the Sub-Clause 6.11

Sub-Clause 6.12 - Supply of Water

Having regard to local conditions, the Contractor shall provide on the

Site an adequate supply of drinking and other water for the use of his
staff and labour.

Sub-Clause 6.13 - Alcoholic Liquor or Drugs

The Contractor shall not, otherwise than in accordance with the

Statutes, Ordinances and Government Regulations or Orders for the
time being in force, import, sell, give, barter or otherwise dispose of

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any alcoholic liquor or drugs, or permit or suffer any such importation,

sale, gift, barter or disposal by his Subcontractors, agents, staff or
labour.

Sub-Clause 6.14 - Arms and Ammunition

The Contractor shall not give, barter or otherwise dispose of to any

person or persons, any arms or ammunition of any kind or permit or
suffer the same as aforesaid.

Sub-Clause 6.15 - Festivals and Religious Customs

The Contractor shall in all dealings with his staff and labour have due
regard to all recognised festivals, days of rest and religious or other
customs.

Sub-Clause 6.16 - Epidemics

In the event of any outbreak of illness of an epidemic nature, the

Contractor shall comply with and carry out such regulations, orders
and requirements as may be made by the Government, or the local
medical or sanitary authorities, for the purpose of dealing with and
overcoming the same.

Sub-Clause 6.17 - Disorderly Conduct

The Contractor shall at all times take all reasonable precautions to

prevent any unlawful, riotous or disorderly conduct by or amongst his
staff and labour and for the preservation of peace and protection of
persons and property in the neighbourhood of the Works against the
same.

Sub-Clause 6.18 - Observance by Sub-Contractors

The Contractor shall be responsible for observance by his Sub-

contractors of the requirements of this Clause.

Sub- Clause 6.19 - Child Labour

The contractor shall not directly or indirectly employ any labour under 18 years of
age.

Clause 8 – Commencement, Materials and Workmanship

Sub- Clause 8.1 - Commencement of Works

Delete the first paragraph and substitute with the following;

“The Commencement Date shall be as notified in the Letter Of

Acceptance issued by the Employer to the Contractor. “

Sub-Clause 8.2 - Time for Completion

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 Particular Conditions of Contract

Add the following paragraph at the end of Sub-Clause;

The time for completion of the Works shall be inclusive of all Sundays,
& public holidays.

Sub-Clause 8.3 - Programme

Delete the entire text in Sub-clause and substitute with following:

Prior to the signing of the Contract, but in any case not later than 21
days after the date of Letter of Acceptance, the Contractor shall submit
to the Engineer for his consent, with a copy to the Employer, a
completely resource driven programme, in such form and detail as the
Engineer shall reasonably prescribe, which shall contain, inter alia:-

(a) the order in which the Contractor proposes to carry out the
Works;

(b) the time limits within which submission and approval of any
drawings and any Specifications as the case may be are
required;

(c) a general description of the arrangements and methods

which the Contractor proposes to adopt for carrying out the
Works; and

(d) details of the resources required to achieve the proposed

programme.

The programme shall be accompanied by a complete resourced

critical path analysis for the execution of the Works which shall show
clearly the float times available within the programme, utilising 3 time
estimating procedures or by stating the Earliest Start/Earliest Finish
and Latest Start/Latest Finish times for each and every activity.

The Contractor shall submit the finalised programme for Engineer’s

review and approval.

The Contractor shall, if called upon to do so in the invitation to tender,

submit a tentative programme with his tender outlining the order in
which he proposes to execute the Works.

The Contractor shall whenever required by the Engineer also provide in

writing for his information a general description of the arrangements and
methods which the Contractor proposes to adopt for the execution of
the Works.

If at any time the engineer gives notice to the contractor that the
programme submitted by the contractor fails to comply with the contract
and not consistent with actual progress and contractors’ stated
intentions, the contractor shall submit a revised programme to recover
all the time lost & complete the works in accordance with clause 8.2.

Sub-Clause 8.7 – Delay Damages

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Add the following after paragraph 1

“The contractor shall pay the owner the sum mentioned in the appendix to
tender as delay damages for interim delays in meeting the mile stone target dates
stipulated in the programme submitted in accordance with sub clause 8.3 (programme).
Such payments shall be deducted from the interim payments certified in accordance
with sub clause 14.6 (“Issue of Interim Payment certificate). However if the contractor
makes up for the lost time in future within the contract period then the penalty levied
earlier if any shall be refunded to the contractor. If the contractor fails to make up lost
time till completion of works, any amount withheld on account of interim delay shall be
adjusted towards Liquidated Damages as mentioned in 8.7 (Delay Damages)

Sub-Clause 8.11 – Prolonged Suspension

Substitute 84 by 90.

Clause 9 – Tests on Completion

Sub-Clause 9.3 – Retesting

Add the following at the end of the Sub-Clause:

“at the Contractor’s cost and expense.”

Clause 10 – Employer’s Taking Over

Sub-Clause 10.1 - Taking over of the Works and Sections

Add the following paragraph at the end of Sub-Clause:

The Employer will attend with the Engineer, or subject to the

provisions of Clause 3, with the Engineer's Representative, any Tests
on Completion or inspections prescribed by the Contract for the whole
of the Works or any Section or part thereof. When the whole of the
Works have been substantially completed and have satisfactorily
passed any Tests on Completion prescribed by the Contract, the
Contractor may give a notice to that effect to the Engineer, with a copy
to the Employer, accompanied by a written undertaking to finish with
due expedition any outstanding work during the Defects Liability
Period. Such notice and undertaking shall be deemed to be a request
by the Contractor for the Engineer to issue a Taking-Over Certificate
in respect of the Works. The Engineer shall, within 28 days of the date
of delivery of such notice and after consultation with the Employer,
either issue to the Contractor, with a copy to the Employer, a Taking-
Over Certificate, stating the date on which, in his opinion, the Works
were substantially completed in accordance with the Contract, or give
instructions in writing to the Contractor specifying all the work which,
in the Engineer's opinion, is required to be done by the Contractor
before the issue of such Certificate. The Engineer shall also notify the
Contractor of any defects in the Works affecting substantial
completion that may appear after such instructions and before
completion of the Works specified therein. The Contractor shall be
entitled to receive such Taking-Over Certificate within 28 days of
completion, to the satisfaction of the Engineer, of the Works so

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 Particular Conditions of Contract

specified and remedying any defects so notified.

Sub-Clause 10.3 – Interference with Tests on Completion

(b) - Delete in its entirety

Clause 11 – Defects Liability

Add the following Sub-Clauses after the Sub-Clause 11.11

Sub-Clause 11.12 - Decennial Liabilities

The Contractor shall be liable for the consequences of errors, omissions or

negligence on his part and in particular he shall be liable for any defects in the
design of works by the Contractor and construction of any part of the Works in the
event of the total or partial collapse of a structure forming part of the Works or if a
defect threatening the safety or stability of any structure is discovered, for a period
of ten (10) years from the issue of the Taking-Over Certificate in accordance with
the Sub-Clause 10.1. Such liabilities shall not limit, reduce or negate any of the
Employer’s rights or any of the Contractor’s obligations in accordance with the
Laws and customs for the time being in force in India.

Clause 12 – Measurement and Evaluation

Sub Clause 12.2 Method of Measurement

Delete the sub clause in its entirety and substitute with:

The method of measurement shall be in accordance with the

Handbook of Method of Measurement of Building Works, First
Revision, the relevant parts of IS 1200 as amended/ in the Bill of
Quantities or other applicable schedules / preambles.

Sub-Clause 12.3 – Evaluation

Delete sub paragraphs (a) & “or” thereafter.

Delete “ (a) and/or” in line 3 of paragraph 3..

Delete in line 4 of paragraph 3 from “it shall ......relevant matters.” And substitute with
“it shall be calculated as = Material (M) + Labour(L) + 1.0 % for Tools and Tackles (T)
+ 15% Overheads and Profits on (M+L+T) + Applicable VAT + Service Tax and shall
be dealt in accordance with Clause 13.

Sub Clause 12.4 Omissions

Delete the sub clause in its entirety and insert

Whenever the omission of any work form part (or all) of variation, the value of such
omitted work shall be ascertained based on the rates in Bill of Quantities and the
actual quantities computed using the relevant contract drawings wherever possible.

Clause 13 – Variations and Adjustments

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 Particular Conditions of Contract

Sub Clause 13.1 Right to Vary

Delete second paragraph

Delete sub paragraph (a) and insert new paragraph at the end.

The changes in quantity of the item of work as a result of re-measurement of the

original scope of work shall not constitute a variation.

Sub Clause 13.2 Value Engineering

Delete the sub clause in its entirety

Sub-Clause 13.7 – Adjustments for Changes in Legislation

Delete the Sub-Clause in its entirety

Sub-Clause 13.8 – Adjustments for Changes in Cost

Delete the Sub-Clause in its entirety

Add the following Sub-Clauses after the Sub-Clause 13.8

Sub Clause 13.9 - Prime Cost Rates

Where a PC rate per unit or the like is indicated in the tender documents, the PC rate
shall be deemed to be the cost of material delivered to the site excluding profit and
overheads. The adjustment of basic rates shall be limited only to the actual material
rates delivered to site applicable to the nett measured work quantity in accordance
with the contract plus allowable wastages as related for the particular item. The
remaining components in the unit rates such as the labour, P&M, profits and
overheads, etc shall remain unaltered.

The employer reserve the right to supply any / all materials (with a PC rate specified
in the Tender Documents) to the contractor and recover at the rates specified
thereof.

The term “Basic Rate” shall also carry the same meaning as PC rate.

Sub Clause 13.10 – Variations Exceeding 25 per cent.

If, on the issue of the Taking –Over Certificate for the whole of the Works, it is
found that as a result of;

(a) all varied work valued under 12.3, and all adjustments upon measurement of
the estimated quantities set out in the

bill of Quantities, excluding Provisional Sums, dayworks and adjustments of price

as per contract, if any,

but not form any other cause,there have been additions to or deductions from the
Contract Price which taken together are in excess of 25 per cent of the “Effective

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 Particular Conditions of Contract

Contract Price”(which for the purposes of this Sub –Clause shall mean the
Contract Price,excluding Provisional Sums and allowance for dayworks,if any)
then and in such event ( subject to any action already taken under any other Sub-
Clause of this Clause),after due consultation by the Engineer with the Employer
and the Contractor,there shall be added to or deducted from the Contract Price
such further sums may be agreed between the Contractor and the Engineer or,
failing agreement,determined by the Engineer having regard to the Contractor’s
Site and general overhead costs of the Contract. The Engineer shall notify the
Contractor of any determination made under this Sub –Clause, with a copy to the
Employer. Such sum shall be based only on the amount by which such additions
or deductions shall be in excess of 25 per cent of the Effective Contract Price.

For the purposes of assessing the extent of variation under this clause, the
variance due to the basic rate adjustment as described in sub clause 13.9 shall not
be considered.

Clause 14 – Contract Price and Payment

Sub-Clause 14.1 – the Contract Price

(b) Delete “as stated .... .... Legislation]” and substitute with “statutory changes in
Sales Tax (VAT/WCT), Service Tax, Import duty in cases where prevailing rates of
such taxes/duties on base date form part of the Contract.“

Insert the following paragraphs at the end.

Rates shall be firm for the duration of the Contract excluding applicable local
VAT/WCT & Service Tax which shall be calculated & added separately as per BOQ
format and shall be payable on the basis of actual quantity executed and to the
extent of Tax Invoice submitted along with the Bill.

Price shall be adjusted suitably in case of statutory change in local VAT/WCT &
Service Tax during the tenure of the contract, if any.

Unless specifically mentioned, no price adjustment due to statutory changes in CST,

Excise Duty, Import Duty & variation in currency conversion rate shall be considered.
Where the document specifically mentions any such case, Bidder shall submit
detailed break-up of rate/s of item/s & mode of adjustment to be applied along with
his offer.

In the event, GST is implemented during the course of Contract period, then any new
liabilities or benefits implemented / allowed in the form of input credit on goods,
services etc., resulting from the said enactment needs to be passed on to the
Employer for the balance Contract value from the date of implementation of such
change in statutory law.

Sub-Clause 14.2 – Advance Payment

Delete “and” after ‘[Performance Security]’ in Paragraph 3 and add after ‘by the
Employer’ – (iii) Acceptance Statement of LOA (iv) All relevant Insurances &

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 Particular Conditions of Contract

Licenses and, (iv) Programme as per Sub-clause 8.3(v)relevant insurances (vi)

Programme as per Sub-clause 8.3 (vii) Signed Contract agreement.

Add the following after the end of paragraph 4.

If the Contractor fails to do so, then the whole of the balance then outstanding shall
immediately become due and payable by the Contractor to the Employer.

Delete existing (a) & (b) of Paragraph 5 & substitute with:

(d) Deduction shall commence from the 1st Payment Certificate

(e) Unless other percentage/s are stated in the Appendix to Tender,

deductions shall be made at the rate of 12.5% of the amount of
each Payment Certificate (excluding the advance payment and
deductions & repayment of retention) to ensure that the total
advance paid has been repaid by the time 80% of the Contract
price has been certified.

Sub-Clause 14.3 – Application for Interim Payment Certificates

(b) - Delete in its entirety

Sub-Clause 14.5 – Plant & Materials intended for the Works

Delete the sub-clause in its entirety & substitute with:

Secured Advance against Unfixed Materials on Site:
The Contractor shall be entitled to receive a secured advance against unfixed
imperishable materials that have been brought to site by him and properly stored
for incorporation in the Works, to the extent of 75% of the cost of such materials,
as certified and recommended by the Engineer, provided claims for such
advance are supported by all relevant paid vouchers, measurement books,
receipts and other documents as called for by the Engineer. The secured
advance of 75% of the cost of all such material shall be subject to the amount not
exceeding 60% of the amount for the item/s of work to which the material relates /
corresponds. Only such materials as are brought to site in reasonable time, but
not prematurely, and with sufficient advance notice to the Engineer, for
incorporation in the Works within a period of two months, shall be eligible for the
secured advance under this Sub-Clause. The quantities of materials to be
brought to site shall be properly determined and scheduled from approved
construction drawings, in consultation with the Engineer. The amounts in respect
of the secured advance made against unfixed materials on site shall be
recovered from the payments to which the Contractor shall be entitled against
Interim bills. The unfixed materials for which secured advance has been made
shall not at any time be removed from the site or used for any other work. In
respect of such materials, the Contractor shall indemnify the Owner against all
losses whether by theft, pilferage, damage, wastage or any other cause
whatsoever. Such materials shall remain in the custody of the Contractor until
the work is completed, and any loss of or damage to such materials shall be the
sole responsibility of the Contractor. On completion of the work, the contractor
shall take back the balance quantity, if any.
Sub-Clause 14.6 – Issue of Interim Payment Certificates

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 Particular Conditions of Contract

Add following words at the end of first sentence in paragraph 1.

“and the relevant Insurance Documents.”

Delete “within 28 days” in line 2 in paragraph 1 and insert “within 15 days”

Sub Clause 14.7 Payment

Delete the entire sub Para (b) and insert the following:

50% of the amount within 14 days of submission of complete documents and

remaining 50% within 30 days from the date of certification.

Sub-Clause 14.8 - Delayed Payments

Delete the Sub-clause in its entirety

Sub-Clause 14.13 - Issue of Final Payment Certificate

Delete “28” in line 1 and substitute with “56”

Sub-Clause 14.14 – Cessation of employer’s Liability

Delete “ However this sub-clause ... ... by the Employer.”

Sub-Clause 14.15 – Currencies of Payment

Delete the Sub-clause in its entirety & substitute with

“The Contract Price shall be paid in the Indian Currency.”

Add the following Sub-Clauses after the Sub-Clause 14.15

Sub Clause 14.16 – Re-measurement

The Engineer shall ascertain and determine by measurement the

value of those parts of the Works which are to be measured in
accordance with the Contract. Such parts of the Works shall be
measured net, notwithstanding any general or local custom, except
where otherwise provided for in the Contract. The Engineer shall,
when he requires any such part of the Works to be measured, give
reasonable notice to the Contractor’s Representative, who shall:

a) forthwith attend or send a qualified representative to assist

the Engineer in making such measurement, and
b) supply all particulars required by the Engineer.

Clause 15 - Termination

Sub Clause 15.2 -Termination by Employer

Delete “without the required agreement” in sub paragraph (d)

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Add ‘temporary works’ in line 2 of fifth paragraph after ‘Goods’

Delete “temporary works “in lines 1 & 2 in sixth paragraph

Clause 16 – Suspension and Termination by Contractor

Sub-Clause 16.1 - Contractor’s Entitlement to Suspend Work

Delete the words “Sub - Clause 2.4 or” in line 2 of first paragraph.

Sub-Clause 16.2 – Termination by Contractor

(a) - Delete in its entirety

Clause 17 – Risk and Responsibilities

Sub-Clause 17.1 - Indemnities

Add the following paragraph immediately before the last paragraph:

If the Employer has to pay any money in respect of any claims or

demands in respect of any indemnity which the Contractor is to
provide, the amount so paid and the cost incurred by the Employer
shall be charged to and paid by the Contractor, provided always that
the Employer shall, if circumstances permit, give to the Contractor
reasonable opportunity of examining such claims or demands before
payment. In the event of the Contractor disputing the amount of any
payment (except payments made in accordance with legal obligations
or after approval by the Contractor) then the Contractor shall have the
right to dispute the matter, and refer it to Arbitration in accordance
with the provisions herein contained.

Sub Clause 17.5 Intellectual and Industrial Property Rights

Add after infringement in line 2 of third paragraph ‘Attributable to Employer’

Sub-Clause 18.2 – Insurance for Works and Contractor’s Equipment

Delete sub paragraph (d)

Delete the final paragraph of Sub-clause 18.2 and replace with the
following

However, the CAR and TPL insurances shall be effected and

maintained by the Employer as insuring Party, and not by the
Contractor

However the Contractor shall bear the deductible for an amount

which is equal to 7% of the claim value in the event of any claim to

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 Particular Conditions of Contract

be made under such insurance provided by the Employer subject to

a minimum of Rs. 2, 50,000/- per claim.

Add the following Sub-Clause after the Sub-Clause 18.4

Sub-Clause 18.5 - Cross Liabilities

The policy of insurance shall include a cross liability clause such

that the Insurance shall apply to the Contractor and to the Employer
as separate insured.

Clause 19 - Force Majeure

Sub Clause 19.5 Force Majeure Affecting Subcontractor

Add after Sub-contractor in line1 of first paragraph ‘or NominatedDomestic Subcontractor’

Sub Clause 19.6 - Optional Termination Payment and Release

Delete sub paragraphs (d) and (e) under second paragraph

Clause 20 – Claim, Disputes and Arbitration

Sub-Clause 20.2 - Appointment of the Dispute Adjudication Board

Delete the last sentence in the paragraph 1 and substitute with the following:

The Parties shall jointly appoint a DAB by the date 28 days after a
Party gives notice to the other Party of its intention to refer a
dispute to a DAB in accordance with Sub-Clause 20.4.”

Delete the contents in paragraph 2 and substitute with the following:

The DAB shall comprise, three suitably qualified persons (“the

member”), unless the Parties agree otherwise.

The DAB members shall be a member of the Indian institute of

Architects or of the Consulting Engineers Association of India.

Sub-Clause 20.6 - Arbitration

Delete the contents of sub-clause and substitute with the following:

Unless settled amicably, any dispute arising out of or relating to this

Contract in respect of which the DAB’s decision (if any) has not
become final and binding, including any question relating to its
existence, validity, interpretation, breach or termination and any legal
consequence thereof such dispute, controversy, claim or difference
shall be resolved by an Arbitral Tribunal consisting of Three

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 Particular Conditions of Contract

Arbitrators. Each party shall appoint a nominee and both the

appointed Arbitrators shall nominate the third Arbitrator who shall act
as the Presiding Arbitrator. The Arbitration proceeding shall be
conducted in accordance with the Indian Arbitration and Conciliation
Act, 1996 and/or any statutory modification thereof and the Award
rendered by the Arbitral tribunal shall be final and binding on both the
parties.

The cost & expenditure towards the arbitration shall be equally shared
by both the parties.

The venue of the Arbitration proceedings shall be Bangalore and the

language of the arbitration shall be English.

It is also a term of this contract that if the Contractor does not make
any demand for appointment of arbitrator in respect of claims in writing
within 90 days of receiving the intimation that his final bill is ready for
payment, the claim of the Contractor will be deemed to have been
waived & absolutely barred and the Owner shall be discharged and
released of all liabilities under the contract in respect of the claims.

The Contractor shall not delay the carrying out of works by reason of
any reference to arbitration and shall continue with the works with due
diligence during arbitration period.

Sub-Clause 20.7 – Failure to comply with Dispute Adjudication Board’s

Decision

Delete the sub-clause in its entirety.

Sub-Clause 20.8 – Expiry of Dispute Adjudication Board’s Appointment

Delete the sub-clause in its entirety.

Add the following Clause after the Clause 20

Clause 21 - Miscellaneous

Sub-Clause 21.1- Customs

The Contractor shall be responsible for the payment of all customs

duties and all other import duties, harbour and port dues, wharfage,
landing, pilotage and other dues that are in force during the time of
the work.

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