ANNEXURE: III

COMPANY NAME PLANT LOCATION

: ESSAR POWER MP LIMITED : EPMPL (2X600 MW) : OFFICE PROJECT SITE AT BANDAURH VILLAGE, KARSUALAL,WAIDHAN, DISTRICT-SINGRAULI.MP-486886

Subject Consultancy services for the Feasibility Study and approval of conceptual plan from West Central Railway for development of Rail infrastructure facilities near Gajra Bahara Railway Station

The following are the Special Conditions of Contractors applicable to this contract which shall be read in conjunction with the General Conditions of Contract, Specifications, drawings and/or any other document forming part of the contract. In respect of terms & conditions, not explicitly provided in this Special Terms & Conditions, provisions of General Conditions of contract are applicable.

Bidders are required to go through the tender document carefully before giving final quote for items mentioned in the attached list. If required, bidders can also visit our site for understanding the job properly however; they should inform their program for site visit in advance to the contact persons (preferable technical contact)

1.0.0 General: 1.01 The work shall be performed in accordance with the applicable codes and practices. 1.02 Contractor shall make himself fully conversant with the locations and the type of job to be carried out therein so that he clearly understands the scope of work and

assess the requirement of resources required to complete the work in scheduled time. He shall contact the Plant head for this purpose. 1.03 The Contractor shall prepare plan for deployment of resources for optimization and get the same approved by Plant head. 1.04 ESSAR reserves the right to off load part or total quantum of the job depending upon the exigencies. 1.05 The contractor shall work as per instructions & priorities given by Plant head. 1.06 Execution of job includes execution of all preceding and connected jobs like Local Liaison with Govt.Officials, project report, design & drg work related to railway siding 1.07 If required, the contractor would enter into secrecy agreement with ESSAR with respect to all documents / information that they may come across during course of execution of the job. 1.08 The contractor should comply with all applicable laws including Labour laws, regulations, ordinances etc of the state / province pertaining to the work. None of the persons employed by the contractor shall be allowed to work beyond 16 hrs. 2.0.0 Mode of measurement: Measurement of work will be made on Unit of Measurement mentioned in the Schedule of Rates (SOR). 3.0. SCOPE OF SERVICES The broad scope of consultancy services for development of Railway siding and coal transportation includes: a) Feasibility Study and in principle approval of conceptual plan from West Central Railway for development of Rail infrastructure facilities near Gajra Bahara Railway Station or any other nearby location convenient for our plant(ESSAR POWER MP LTD, BANDHORA,KRSUALAL, SINGRAULI,MP). b) Preparation of Detailed Project Report and approval from Indian Railways for development of Rail infrastructure facilities near Gajrabahara Railway Station,(on chopan katni Railway line), POST- KHANUA,SINGRAULI (M.P.),. c) Preparation and approval of Design and detailed engineering , Schedule of Rates, Bill

of quantity for tendering and procurement services for development of Railway siding and associated infrastructure facilities. d) Project Management for construction supervision and management by deployment of experienced and expert personnel for development of Rail infrastructure facilities. e) Finalization of technical Specifications and tender documents for in motion Weigh Bridge shall be furnished. f) Railway Land leasing agreement will be facilitated by the consultant. (The statutory fees and application to be submitted by EPMPL).

f) Obtaining approval of the Railway siding material, specification, vendor from Railways for procurement (as and when required) is in the scope of consultant. g) Consultant shall shoulder all the responsibilities relating to co-ordination and approvals with Railways, right from "In principle approval" to getting the line certified for all operations by Railways and total railway system in operation. h) Any scope of supplied/works which is not specifically indicated in the scope of the contract but required for the completion of the siding for safe, trouble free, normal operations of the siding is the responsibility of the consultant without any cost implication to EPMPL unless expressly included in the Contract. i) The Consultant is responsible for co-ordination in inspection, testing & commissioning of entire siding facilities as per Railway requirements, standards and obtaining fitness certificate from Railways for commercial operation. j) Consultants are required to submit the following documents within 15 days of effective date Organization details along with responsibility chart. Minimum length & width of land required for Coal loading location. Quality Control Plan. k) Modulus of operation for the requirement of railway infrastructure facilities. Preparation of conceptual Plan and Feasibility Report In principle approval Preparation and approval of DPR & Drawings. Preparation and approval Estimates Detailed Engineering, Tendering and Procurement Services Technical Evaluation of Tender and Recommendation Award of Contract

Construction Supervision and Management Quality Assurance & Control Certification of Measurements Handing over of the entire siding railways for commercial operation.

(l) The scope also includes o Survey in details o Peg & Bench marking etc o For Soil testing tendering specification & location 12 .Consultants Representations and Covenants In the performance of its obligation under the Contract, the Consultant hereby covenants, represents and warrants to the company as follows: (a) It possesses a high level of skill level and experience in respect of similar complexity and size. (b) It will exercise the degree of skill, care and diligence that a properly qualified, diligent and competent consultant would exercise in execution of the work. The standard of diligence, skill and care exercised shall be equivalent to the best industry standards and practices prevalent in India and international. (c) It has the required skill, competence and experienced personnel available to perform and complete the works in accordance with the provisions of the contracts; (d) It will provide such experienced and competent personnel who shall be reasonably and properly skilled and posses the requisite qualification having regarded to the tasks which they are required to perform considering the nature and extent of the works. (e) It shall use best efforts to ensure that its obligations under the Contract are carried out in an efficient, economic and timely manner so as to comply with the Project Schedule set forth herein above. (f) It will not use any substance or material or practice which is deleterious to health, environment or safety during execution of the work or likely to cause any breach whatsoever, of any Environmental or Labour or other legislation; (g) It shall forthwith rectify any defect and/or deficiency is its Work at its own costs. (h) The Consultant will perform its obligations under the contract in an efficient, expeditious and economical manner so as to comply with the schedule set forth and as agreed. (i) The Consultant shall be solely and exclusively liable and responsible for the conduct behavior and activities of the workers, agents, employees, Sub-

Consultants or others engaged or employed by them. The Consultant shall ensure their good conduct and that the persons shall not in any manner interface with the work, business or affairs of the company or its employees. (j) The Consultant, in carrying out its responsibilities, shall comply with the legislation, laws, by-laws, rules, regulations of the Government of India, the state of Madhya Pradesh and other Local Authorities as may be applicable including those relating to environment, labour and safety. (k) The Consultant shall use liberal factors of safety throughout the design and shall follow all relevant IS and also International Codes, wherever applicable and especially in the design of all parts of alternating invoking thermal stresses. If any accident ,failure or other events occurs in Site or in transit due to any cause whatsoever attributable to the Consultant in the performance of the Consultancy or any part thereof, the Consultant shall immediately reports the accident ,failure or events to the Company, take all such actions as may be required by law including submission of reports to proper authorities and unless otherwise directed by the Company, generally or in any particular respect, conduct full investigation into the said accident, failure or event and submit a report thereon to the Company together with its proposals for remedial actions so that such accident is not repeated. (l) The whole of the Works include in the Contract shall be executed only by the Consultant and the Consultant shall not directly or indirectly transfer, assign or underlet the Contract or any part thereof, share or interest therein without the written consent of the company. For items of work not include in scope of work, the Company shall have the right to obtain estimates or select firms to carry out those work separately. (m)The Consultant shall use best efforts to ensure that its obligations under the Contract are carried out in an efficient, economic and timely manner. The Consultant will be responsible for the accuracy of the data, information and drawings prepared, verified and submitted by the Consultant as part of the project activity. (n) The consultant shall get the proposed plan for works approved by the company within 15 days of effective date i.e. LOI. This plan, as approved by the Company, shall be strictly adhered to during the period of contract and shall not be varied except with the written permission of the Engineer. Time shall be of essence of the contract. The consultant will strictly conform and comply to the jointly agreed milestones.

(o) The consultant must obtain approval from the company for all changes /modifications necessary during the Site activities and regularize the same in the respective drawings/documents. (p) The consultant shall obtain all statutory clearances and approvals as may be required for implementation and commissioning of the project with all reasonable support of the Company. 13. OBLIGATIONS OF THE COMPANY o The company shall furnish all pertinent data and information available to it without charge and within a reasonable time and shall give such assistance as shall reasonably be required by the consultant for carrying out the consultants obligations under this contract. o The company shall not provide any space for office or accommodation to the consultant at the site for their personnel. o The company shall ensure unrestricted access to authorized representatives of the consultant at all reasonable times to all sites and locations of the company involved in carrying out the works as under this contract. o The company shall make following information /data available to the consultant without any adverse impact on project schedule: Accuracy of data furnished to the consultant by the company shall be responsibility of the company. Updated drawings of existing plant facilities as may be required by the consultant. Confirmation of the plot plan indicating expansion areas. Processing of the contractors bill including field accounting, advances and recoveries and settlements of extra claim based on certification/recommendation of bills by the consultant. Placing purchase order/contracts for supply/supply cum erection of equipments/materials based on joint technical recommendation provided by the consultant and the company.

a) The drawings, specifications, charts, procedures, computer software and other documents (herein referred to as documents) provided to the consultant by the company shall remain the property of the company and will be returned by the consultant on Completion of work or on termination of the Contract. These documents shall not be used for any other purpose than the work without the prior permission of the company in writing.

(b)All documents prepared for the project by the consultant shall be used by the company for the purposed specified in the contract and shall be submitted to the company on completion of the work or on termination of the contract. (c)The Consultant shall submit monthly progress reports for planning/ scheduling and safety as per agreed guidelines. 18. RIGHT OF USE The consultant shall be entitled to use the information provided by the company under this contract and disclose the same to the extent necessary to their consultant for the purpose of this contract. 19. VARIATION Any variations from the contract are subject to the agreement of the company and the consultant and must be made in writing and shall be made in English language. If the company desires any variation in any part of the contract, including variations to drawings, notice in writing shall be given to the consultant by the company so as to enable the consultant to make the necessary arrangements. If the consultant desires any variations in any part of the contract, including variations to drawing, prior notice in writing shall be given to the company by the consultant so as to enable the company to make necessary arrangements. Additional work or any modification work additional to the consultants scope of works requested by the company during work at site shall be payable by the company on a mutually agreed price. This additional payment will not be considered if the modifications are required due to improper design considerations during planning stage or any other fault or mistakes at the consultants end. 20.0 Mobilization time: CONTRACTOR shall mobilize required resources at job immediately on issue of WO. The cost towards mob & demoblisation shall be borne by the contractor. 21.0.0 Security deposit: Contractor shall deposit bank guarantee equivalent to 5% of the order value of the contract in advance. Such bank guarantee shall be valid till one year from the date of submission. This Bank guarantee should be renewed at the end of one year at the start of every year till the contract expires. Alternatively contractor shall deposit 2.5 % of the

annual value of the contract at the start of contract period by account payee/Bank Demand Draft payable at par at SBI, Vindhyanagar in favour of the ESSAR POWER MP LIMITED in lieu of Retention money. 22.0 Release of Security deposit: The bank guarantee for the last year as mentioned above shall be released to the contractor after eighteen months from the expiry of validity of contract and after the settlement of account as well as discharge of all amounts due from the contractor to ESSAR and fulfillment of all the obligation of the contract. If the contractor opts for retention money in the form of account payee cheque / Bank demand draft, then the same will be released at the end of fifth year i.e. after the expiry of contract. The above Bank guarantee / retention money account payee cheque/DD shall be forfeited in case the contractor fails to deliver the services / duties /

responsibilities/obligations as per the terms of the contract. 23.0 Defect liability period / Performance Guarantee: The contractor will be liabel for the all the defects and points observed by the govt, or any statutory body within 18 months from the completion of work. 24.0 Billing & Payment Terms: a) The CONTRACTOR shall raise monthly running account bill (as per the SOR & payments terms) and the due payment shall be paid within 15 days from the date of receipt of bill of duly certified bills by GM(O&M)., after deduction of applicable taxes/ duties/ levies as per Govt.Norms. b) Not withstanding the release / payment of bills by the EPMPL to the contractor, the contractor shall ensure that the payment of wages and other statutory within time limit. There shall not be linkage between release / payment of the bill by the EPMPL to the contractor and the payment of wages / other dues by the contractor to his worker. c) Your first payment would be released after you have fulfilled your primary responsibilities of obtaining Labour license and maintaining records in compliance to applicable Labour laws, rules & regulations and as required by us.

d) Un supported bills will not be entertained e) Un Signature log books / Duty slips, the tour will be treated cancelled. f) Printed bills (numbered) only accepted include PAN / ST as per Govt. Norms. g) TDS will be deducted as per Govt. norms. h) After submission / verified by Admin Department, Payment will be released / paid by EPMPL Finance Department only. i) Incorrect / wrong billing not accepted. j) Bill shall be made out in the name of Essar Power MP Limited and the bills shall be submitted at following address GM(O&M) Essar Power MP Limited Bandhora Waidhan, District Singrauli, Madhya Pradesh 486886. k) The Bills shall conform to Formats & shall indicate:

1. Name and full address of the service provider 2. Service Tax Registration Number 3. Invoice No. and Date 4. Name and full address of the person/company receiving taxable service. 5. Description of the service provided or to be provided. 6. Classification / Category of the service provided or to be provided 7. Bill / invoice to be raised separately for each category of service. 8. Value of the taxable service provided or to be provided. 9. Service Tax amount and education Cess payable thereon (to be mentioned separately) 10. "Period of service" Note: "ESSAR is liable to reimburse service tax only if the contractor has discharged his liability on or before the due date".

25.0 Taxes and Duties:

12.01. The rates given in the work order & Schedule of rates are inclusive of all taxes, levies/ duties paid/ payable in execution of the contract. Any variation during the contract period as promulgated by Govt. shall be adjusted on either side on scrutiny of proof of payment. However, increase in taxes, levies/ duties for work executed beyond the contract duration will not be applicable. Service tax shall be payable extra subject to service tax registration and invoice as per format

26.0 Labour law and Safety codes: 13.01. The Contractor (including sub-contractor) shall be solely responsible for strictly following all the laws. Industrial laws and such other laws which are applicable form time to time including but not limited to the notifications. Amendments or additions which are made to these laws during the period of contract 13.02. The Contractor shall be responsible for the various levies of State Government / Central Govt. or any statutory body. The contractor shall have to at his own expenses. Comply with the Labour laws and keep the company indemnified in respect thereof. Some of the major liabilities under various Labour Laws and Industrial Laws which the Contractor / Sub-Contractors shall comply with are as under but not limited to:27.0 Termination: The vehicle must be at all times be available in good condition & with all accessories fully operational. ESSAR POWER MP LIMITED reserves the right to terminate the contract within the contract period at the discretion of ESSAR by giving 30 days notice without assigning any reason thereof. 28.0 Defective Work: Charges for Rectification of defective work and other consequent damages to ESSAR shall be borne by the Contractor. 29.0 Closure of Contract: The final bills to be submitted by the contractor shall be accompanied by the prescribed documents applicable to this Contract. The Contractor shall collect the details and formats of such documents from Engineer-in-charge / other designated authorities.

In case on non performance the EPMPL can terminate the contract by giving 30 days notice to the contractor. 30.0 Disputes: Any disputes and / or difference of opinion arising out of the work concerning this shall be referred to the chief of the site of the company whose decision shall be final and binding on you. 31.0 Arbitration: If any disputes or differences arise between the ESSAR and the Contractor in relation to or out of this Contract, the same shall be referred to the arbitration of two arbitrators, one each to be appointed by the ESSAR and the Contractor. The provisions of Indian Arbitration and Reconciliation Act 1996 and all statutory reenactment and modifications thereof and the rules made there-under shall apply to all such arbitration. All disputes arising out of this contract will be subject to Madhya Pradesh jurisdiction. 32.0 Enclosures : The following documents has to be enclosed along with the technical bid within the stipulated period. 1.The Power of attorney of the tender signing authority( notorised). 2.Last three years Income tax clearance certificate. 3.Certifcate of the similar type of work completed within last five years. 4.Organisation chart which vendor will be going to deploy at EPMPL site for the above work along with the highlights of key person/project manager. 5.Tentative plan or schedule of work. 6.List of the project in hands with the contact details of the customer. 33.0 Payment terms: 33.0.1: The 10% of the total Basic value will be paid against the submission & acceptance of the ABG of equivalent value from the nationalized bank. 33.0.2:The total 80% of the Basic value will be divided in major milestones & the running payment will be made based on the mile stones achieved.

33.0.3: The 10% of the total Basic value will be paid after completion of work against the submission & acceptance of the PBG of equivalent value from the nationalized bank. 33.0.4: The service tax will be paid as per actual against documentary evidence.