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2x660 MW Coal Based Super CriticalThermal Power Plant; Kukurda; Raigarh

TECHNICAL SPECIFICATIONBTG PACKAGE

Document Number Rev No. Description Page No. Date of Issue

LII-GEOE10021-G-0000-TS-001 00 Technical Specification Volume1

Section A3: Eligibility criteria for BTGPackage

Page 1 May-2010

SECTION A3Eligibility criteria for the Bidders

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Page 2 May-2010

SCOPE OF WORK

1. Scope

The Bidder/Contractor shall be responsible for Design, Engineering, Manufacturing, Testing at

Manufacturing Works before dispatch, supply, loading and unloading, storage, transportation tosite, Erection, Commissioning, Installation testing, Trial Runs, Performance Testing of BOILERTURBINE & GENERATOR (BTG) package with supercritical parameters ,with sliding pressureoperation for 2x660 MWunits.

The brief scope of work of the Bidder shall include, but not be limited to the following:

a. Steam turbine and generators and auxiliaries.

b. Boilers and auxiliaries, ESP, including civil foundation and coal bunker and associatedstructures.

c. Complete HP and LP piping within the package

d. Condensate and Feed cycle equipment and system including condenser

e. Associated electrical equipment and systems like all drive motors, Generator ControlPanel (GCP), Excitation system, Auto synchroniser, AVR TVMCC (turbine valve),BVMCC (Boiler valve), SBMCC (soot blowing), ESPMCC, ESP Service Transformer, alloutgoing cables from MCCs to respective loads, SB system and ESP system.

f. Control and Instrumentation system for BTG package including field instruments, Flowelements, control valve/dampers, BOILER integral control, TG integral control, StationDCS, and other special mounting / analysis systems with interconnected cabling.

g. Civil foundation and structure for Turbine and generator and the Power house includingcontrol room.

h. Training of O & M personnel

i. Obtaining all approvals / consents / permits required for executing the work coveredduring construction and commissioning

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Page 3 May-2010

ELIGIBILITY CRITERIA

1. BASIC ELIGIBILITY CRITERIA

a. Bids are invited from parties, satisfying the eligibility conditions laid down below, on or before

the last date for submission of the QUALIFICATION DOCUMENTS. Bids from parties notsatisfying the criteria will not be considered for evaluation.

b. The Bidder shall provide the satisfactory evidence that the Bidder and / or where applicable,its associates / partners

i. is a manufacturer, who regularly manufactures equipment of the type specified and / orundertakes the type of works specified and has adequate technical knowledge andrelevant experience with requisite engineering and infrastructure for projectmanagement and execution.

ii. does not anticipate a change in ownership during proposed period of execution ofwork. (if such change is anticipated, the scope and effect thereof shall be defined.)

iii. has adequate financial stability and status to meet the financial obligations pursuant tothe works covered in the Bid qualification documents as per Cl 3.0 of this section. Hasadequate design, manufacturing capacity available to perform the work properly andexpeditiously within the time period specified. The evidence shall specifically cover,with written details, installation, manufacturing capacities and present commitment(excluding those anticipated under this pre-qualification documents). If the presentcommitment are such that the installed capacity results in an inadequacy ofmanufacturing capacities to meet the requirements appropriate to the works covered inthis pre-qualification document then the details of the alternative arrangements to beorganized by the Bidder and / or his associate / partner for this purpose shall befurnished and same shall be subject to JSW Energy (Raigarh) Ltd approval andacceptance.

iv. has an adequate project management organization, capable of executing the projectunder consideration, covering the areas related to engineering of equipment /systems, interface engineering procurement of equipment and the necessary fieldservices required for successful construction, testing and commissioning of all thepower plant equipment and systems covered in the scope of work of BOILER&auxiliaries and / or STG & auxiliaries package, under this document and hasestablished quality assurance systems and organization designed to achieve highlevels of equipment / system reliability both during his manufacturing and / orfabrication and field installation activities.

c. The Bidder / manufacturer (other than Indian Bidders / Manufacturers) shall have theexperience of successfully executing installation of at least one (1) no. Supercritical,pulverised coal fired boiler, steam turbine generator and its auxiliaries, of capacity 500MWor above, outside his country, which must be under successful operation for 2 years, as onthe last date of submission of Bid.

d. The Bidder, if is a qualified Steam Turbine Generator manufacturer, can form consortiumwith qualified Boiler manufacturer or vice versa, can participate in the bid. However insuch case there shall be only one lead bidder and he shall be responsible for all the

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Page 4 May-2010

commercial and technical liabilities of the specification/contract. The number of partnersin the consortium will be limited to only two.

e. Bids submitted by consortium shall comply with the following requirements:

i. The consortium partner shall fulfill technical eligibility criteria as per clause c above andclause 2.

ii. The Bid and the Consortium Form of Agreement shall be signed by the authorisedrepresentatives of all the partners of the consortium so as to be legally binding on allpartners

iii. The lead bidder shall be authorised to incur liabilities and receive instructions for and onbehalf of any and all partners of the joint venture / consortium and the entire execution ofthe contract including payment shall be done exclusively with the lead bidder.

iv.All partners of the joint venture consortium shall be liable jointly and severally for theexecution of the order in accordance with the order terms and / or performance of theContract executed pursuant hereto, and a relevant statement to this effect shall beincluded in the authorization mentioned under (iii) above as well as in the Form of Bidand the Form of Contract and;

v. A copy of the agreement entered into by the joint venture partners / consortium shallbe submitted with the Bid in the form as set out in Annexure - VI of this Section.

2. TECHNICAL ELIGIBILITY CRITERIA

In addition to the general requirements stipulated above, the Bidder should alsomeet the qualifying requirements stipulated hereunder as per clause 2a Category Ior 2b Category II as the case may be.

2a CATEGORY I

2a i. Applicable for Steam Turbine and Generator manufacturer

Bidder should have designed, engineered, manufactured, tested, erected /supervised erection and commissioned at least one (1) number steam turbine andgenerator of 500 MW or higher capacity for supercritical power plant of the typeproposed to be offered by the Bidder for the project (with main steam pressure notless than 242 bar and temperature not less than 535 0 C. Reheat steam temperaturenot less than 593 0 C). The above Steam Turbine and Generator shall be insuccessful operation for a period of not less than two (2) years as on the last dateof submission of Bid.

2a ii. Applicable only for Steam Turbine manufacturer

The Bidder who meets the above requirements with respect to steam turbine and

does not manufacture 500MW or higher capacity Generators or the Generatorsmanufactured by him do not meet the above requirements fully or if he intends tooffer Generator of another manufacturer, would also qualify if he associates /collaborates with Generator manufacturer who meets the above requirements fullyin respect of Generator and sources the 500MW or higher capacity Generatorfrom the associate/collaborator. In such a case the Bidder shall furnish along withhis Bid, an undertaking jointly executed with associate/collaborator for thesuccessful performance of the Turbine generator. The Deed of Joint undertakingshall be submitted along with the Bid, failing which the Bid shall be liable to be

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Page 5 May-2010

rejected. In case of award, the associate/collaborator will be required to furnish anon demand bank guarantee for 1(one) percent of contract price in addition tocontract performance security to be furnished by the Bidder. However, totalresponsibility of drive and driven equipment shall be of the Bidder.

AND/OR

2a iii Applicable for Boiler manufacturer

Bidder should have designed, engineered, manufactured, tested, erected/supervised erection and commissioned at least one supercritical pulverised coalfired Boiler of 500 MW or higher capacity (with main steam pressure not less than242 bar and temperature not less than 535 0 C. Reheat steam temperature notless than 593 0 C). The above Boiler should be in successful operation for aperiod of not less than two (2) years as on the last date of submission of Bid.Further such Boiler should be of the type specified i.e., single pass (Tower type)or two pass using either spiral wound or vertical plain / rifled type water walltubing. In addition the Boiler should have been provided with Evaporatorsuitable for variable pressure operation (Super critical and subcritical pressureranges). The bidder shall offer only the type of Boiler and type of water wall tubing

for which he is qualified.

2b. CATEGORY II LICENSEE / COLLABORATOR / JOINT VENTURE COMPANY

IN CASE BTG, BOILER OR STG MANUFACTURER IS A LICENSEE /ASSOCIATE / COLLABORATOR, HE SHALL MEET THE FOLLOWINGREQUIREMENTS:

2b i. Applicable for Steam Turbine and Generator Manufacturer

The Bidder should have designed, engineered, manufactured, erected /supervised erection, commissioned / supervised commissioning of at least one

(1) number of reheat type of Steam Turbine and Generator set of 500 MW orabove capacity and which is in successful operation for atleast two (2) years ason the last date of submission of Bid and is a LICENSEE of a manufacturer orASSOCIATE / COLLABORATOR with manufacturer(s) of steam turbine andgenerator meeting the requirements of 2 a i or 2aii above.

In such an event the Bidder shall furnish undertaking(s) jointly executed by him andhis ASSOCIATE / COLLABORATOR for successful performance of the steamturbine generator sets and its auxiliaries as per format enclosed in the Biddocuments. The joint deed(s) of undertaking shall be submitted along with the Bid,failing which the Bid shall be liable to be rejected.

In case of award, the ASSOCIATE / COLLABORATORwill be required to furnishan on demand bank guarantee for 3 (three) percent of the total contract price inaddition to the contract performance securities to be furnished by the Bidder.

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c. Applicable only for Steam Turbine and generator manufacturer

i. Thermal design of turbine cycle including heat balance,

ii. All interface design data required to carryout the design of balanceequipment/steam turbine cycle and for proper interfacing and integration.

Applicable for both Boiler manufacturer and Steam Turbine and generatormanufacturer

All the relevant documents vetted by the LICENSOR shall be submitted to theOWNER / PURCHASER.

Manufacture by the Bidder/LICENSEE shall be done with the approval of theLICENSOR and OWNER / PURCHASER under a quality assurance program

approved and monitored by the LICENSOR.

The LICENSING agreement should be valid at least for a period of five (5) yearsfrom the date of submission of Bid document of the proposed unit.

In case of award of the contract, the LICENSOR of the Bidder/LICENSEE will berequired to furnish bank guarantee of 3 (three) percent of the total contract priceseparately for boiler and steam turbine generators as applicable. This bankguarantee shall be in addition to the bank guarantee towards contract performancesecurity to be furnished by the Bidder

Bidder/LICENSEE shall obtain a certification from his LICENSOR that his

(Bidders/LICENSEEs) manufacturing and shop testing facilities are adequate tomeet the standards of the LICENSOR and to meet the specified performancerequirements of the equipment being supplied

LICENSOR shall post suitable personnel at manufacturers works to supervise andensure acceptable quality standards during manufacture and stage inspection; andalso for site services as required by OWNER/PURCHASER.

LICENSORs technical support will be made available as required by theOWNER/PURCHASER in answering OWNER/PURCHASERs technical queries byway of correspondence and participation in coordination meetings during theexecution of the contract.

IN CASE OF JOINT VENTURE COMPANY

Applicable for both Boiler and Steam Turbine and generator manufacturer

2biii. The Bidder shall be a joint venture (JV) company incorporated in India with a) anIndian company and b) a boiler / steam turbine generator manufacturing

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Page 8 May-2010

company, herein after referred to as Joint venture Partner BOILERManufacturer or LICENSEE / Joint venture partner STG manufacturer orLICENSEE, as promoters for the purpose of manufacturing supercritical Boilersor Steam Turbine and Generators in India and shall meet the followingrequirements:

a. The Joint venture Partner BOILER Manufacturer or LICENSEE / Jointventure Partner STG Manufacturer or LICENSEE shall meet thequalification requirements specified in clause 2a.iii or 2ai / 2aii or 2bii/ 2bi.

b. The Joint venture Partner BOILER Manufacturer or LICENSEE / Jointventure Partner STG Manufacturer or LICENSEE shall maintain a minimumequity participation of 26% in the JV Company for a period of 7 years from thedate of incorporation of JV Company

c. One of the promoters shall be a majority stake holder who shall maintain aminimum equity participation of 51% in the JV Company for a period of 7years from the date of incorporation of JV Company.

f. In the event that the majority stake holder is other than the Joint venturePartner BOILER Manufacturer or LICENSEE / Joint venture Partner STGManufacturer or LICENSEE it should have executed in the last 10 years largeindustrial projects on Turnkey basis (with or without civil works) in the area ofpower / steel / oil& gas / petro chemical / Fertilizer or any other processindustry with total value of such projects being Rs. 10000 Million or more. Atleast one of such projects should have a contract value of Rs.4000 Million ormore. This project shall be in successful operation for a period of not less thantwo (2) years as on the last date of bid submission.

e. The Joint venture Partner BOILER Manufacturer or LICENSEE / Jointventure Partner STG Manufacturer or LICENSEE and the JV company

should have valid ongoing technology transfer agreement for the type, sizeand rating of the Boiler or Steam turbine and generator specified valid at leastfor a period of five (5) years from the date of submission of Bid document. TheBidder and The Joint venture Partner BOILER Manufacturer or LICENSEE / The Bidder and The Joint venture Partner STG Manufacturer orLICENSEE shall be required to furnish an undertaking in this regard with thebidding documents for transfer of technology which shall be supported byBoard resolution.

f. The Bidder shall furnish a deed of joint under taking executed between theBidder and the promoter companies towards the Bidder and the majoritystake holder being jointly and severally liable to the Owner for successfulperformance of the contract,

AND

The Bidder and the Joint venture Partner BOILER Manufacturer orLICENSEE / Joint venture Partner STG Manufacturer or LICENSEE being jointly and severally liable to the Owner for successful performance of theBOILER and Auxiliaries / STG and Auxiliaries.

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Page 9 May-2010

The deed of joint undertaking shall be submitted along with bid, failing whichthe bid shall be liable to be rejected. In case of award , each promotercompany shall be required to furnish separate on demand bank guarantee foran amount equal to 1(one) percent of the total contract price in addition to thecontract performance security to be furnished by the bidder.

OR

2 c) The Bidder shall be either an Engineering, Procurement and Construction (EPC)organization or a Turnkey Management and contracting organization and hassuccessfully executed at least one (1) number Coal / Lignite / Gas fired power plantof Unit size 300 MW or higher capacity (in case of Gas based Combined CyclePower Plant the total capacity of plant consisting of Gas Turbine Generator set, HeatRecovery Steam Generator and Steam turbine Generator set shall be considered asunit capacity) in India, which is in successful commercial operation for a period of notless than two (2) years on the last date of submission of bid, can be qualifiedprovided he fulfills the following requirements.

i) The Bidder shall source the Steam Generator (SG) and Steam Turbine Generator(STG) from its Joint Venture (JV) companies incorporated in India forManufacturing of Steam Generators (SG) and Steam Turbine Generators (STG),wherein the Bidder / his subsidiary is the majority stake holder and who shallmaintain a minimum equity participation of fifty one percent (51%) in both theJoint Venture companies for a period of seven years from the date ofincorporation of respective Joint Venture company.

ii) One of the other promoters of SG manufacturing JV company shall be a SteamGenerator manufacturer hereinafter referred to as "Joint Venture Partner - SGmanufacturer" who shall maintain a minimum equity participation of 26% in theJoint Venture Company for SG manufacturer for a period of seven (7) years fromthe date of its incorporation.

iii) One of the other promoters of STG manufacturing JV Company shall be a SteamTurbine & Generator manufacturer hereinafter referred to as "Joint VenturePartner - STG manufacturer" who shall maintain a minimum equity participationof 26% in the Joint Venture Company for STG manufacturer for a period of seven(7) years from the date of its incorporation.

iv) "Joint Venture Partner - SG manufacturer" should have designed, engineered,manufactured, supplied, erected, commissioned at least one (1) number ofpulverized coal fired Steam Generator set of 500 MW or higher capacity suitablefor supercritical parameters specified or higher and type as specified at 2 a iiiabove, which is in successful commercial operation for a period of not less thantwo (2) year on the last date of submission of bid.

v) "Joint Venture Partner- STG manufacturer" should have designed, engineered,manufactured, supplied, erected, commissioned at least one (1) number ofSteam Turbine & Generator set of 500 MW or higher capacity suitable forsupercritical parameters specified or higher, which is in successful commercialoperation for a period of not less than two (2) year on the last date of submissionof bid.

In case "Joint Venture Partner - STG manufacturer" does not manufacture theGenerator of 500 MW or higher capacity but source the Generator from anotherpartner of the same Joint Venture Company , would also qualify as "Joint Venture

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Page 10 May-2010

Partner - STG manufacturer" if he, along-with the Generator ManufacturingCompany meets the requirements specified above.

vi) The Joint Venture partner- SG manufacturer and "Joint Venture Company"should have valid ongoing technology transfer agreement for the type, size and

rating of the Steam Generator specified valid upto the end of the warranty periodof the contract.

vii) The Joint Venture partner - STG manufacturer and "Joint Venture Company"should have valid ongoing technology transfer agreement for the type, size andrating of the Steam Turbine & Generator specified valid upto the end of thewarranty period of the contract.

3.0 FINANCIAL ELIGIBILITY CRITERIA

a. The average annual turnover of the Bidder for Boiler and Steam turbine generatorand their auxiliaries package ( Sole, JV, total of consortium partners) in the last three(3) consecutive financial years as on the last date of submission of Bid, shall not be

less than 375 million US dollars or equivalent.

In addition, The net worth of the bidder as on the last day of the preceding financialyear shall not be less than 100 % of the paid-up share capital.

In case the bidder is not able to furnish its audited financial statements on standalone entity basis, the un-audited unconsolidated financial statements of thebidder can be considered acceptable provided the bidder furnishes the followingfurther documents on substantiation of its qualification:

i) Copies of the un-audited unconsolidated financial statements of the bidderalong with copies of the audited consolidated financial statements of theHolding Company.

ii) A Certificate from the CEO/CFO of the Holding Company, stating that theunaudited unconsolidated financial statements form part of the ConsolidatedAnnual Report of the company.

b. In cases where audited results for the preceding financial year are not available,certification of financial statements from a practicing Chartered Accountant shall beconsidered acceptable.

d. In case a bidder does not satisfy the financial criteria, stipulated at clause 3aabove on its own, the holding company would be required to meet the stipulatedturnover requirements at clause 3a above, provided that the net worth of such

holding company as on the last day of the preceding financial year is at leastequal to or more than the paid-up share capital of the holding company. In suchan event, the bidder would be required to furnish along with its bid, a Letter ofUndertaking from the holding company, supported by Board Resolution, pledgingunconditional and irrevocable financial support for the execution of the Contractby the bidder in case of award.

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d. Financial criteria for Joint Venture Partner-BOILER Manufacturer and / or JointVenture Partner STG Manufacturer not being a majority stake holder:

i. The average annual turnover, in the preceding three (3) financial years ason the date of bid opening, shall not be less than 375million US dollars or

equivalent.

ii. The Net Worth as on the last day of the preceding financial year shall notbe less than 100% of the paid-up share capital.

g. Bidder shall submit his audited balance sheet for last three (3) years and in case ofconsortium the audited balance sheet of each of the consortium members shall besubmitted as part of response to Bid document. The Bidder is also requested tosubmit the following:

i. In case of consortium, consortium agreement shall be valid till expiry ofwarrantee period of proposed contract. Copy of consortium agreement shallbe submitted along with the Bid.

ii. The Bidder shall provide copies of the business reports and audited annualreports of the last three (3) years.

iii. Credit rating by reputed and approved agencies

4.0 Not withstanding anything stated above , the OWNER / PURCHASER reserve theright to assess the capabilities and capacity of the BIDDER / his COLLABORATORS /ASSOCIATES / JV PARTNERS to perform the contract , should the circumstanceswarrant such assessment in the overall interest of the OWNER / PURCHASER.

5.0 Any time prior to the deadline for submission of Bid, Owner may for any reasons,

whether at their own initiative or in response to clarifications requested by Bidders,modify the Bid qualification requirements in order to have wider participation amongstBidders, by amendment. The amendment will be notified in writing to all Bidders (atthe address indicated at time of purchase of enquiry specification) who have collectedthe enquiry and will be binding on them. The Bidder shall acknowledge the receipt ofthe amendment promptly upon the receipt of the same. In order to afford Bidders timein preparing of Bid due to amendment, Owner may, at his discretion extend thedeadline set for submission of the Bid.

6.0 JSW Energy (Raigarh) Ltd reserves the right to reject any or all responses to BidQualification Requirements or cancel/withdraw the process without assigning anyreason whatsoever and in such case no applicant/intending applicant shall have anyclaim arising out of such action.

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Annexure I(Applicable for Boiler manufacturer)

[Name of Bidder or Licensee or JV partner or partner of a Consortium]

The Bidder shall provide adequate information to demonstrate that its selected BOILER andSTG manufacturers and their Licensors have the capability to meet the requirements asindicated in Eligibility Criteria.

Boilers and Auxiliaries

NameoftheOEM/Lic

enser/JVPartner

Steam

Generator

Customer

NameofPowerPlant

AddressoftheCustomer/Plant

Capacity,T/H

PressureatSuperheater

Header,bar(a)

TemperatureatSupe

rheater

/ReheaterHeader,

O

C

TypeofFuel

BriefScopeofWork

ValueofWorkRs.Lakhs

PeriodofConstruction&Dateof

Commissioning

Name&ContactNo/Emailofthe

PersontowhomRefe

renceMaybe

Made

1 2 3 4 5 6 7 8 9 10 11

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Page 13 May-2010

Annexure-II

(Applicable for Steam Turbine and generator manufacturer)

Steam Turbine Generators and Auxiliaries

NameoftheOEM/L

icensor/JVPartnerSteam

Customer

NameofPowerPlant

AddressoftheCus

tomer/Plant

Capacity,MWe

PressureatTurbine

Inlet,bar(a)

TemperatureatHP

andIPTurbine

Inlet,,

OC

BriefScopeofWork

ValueofWork

PeriodofConstruction&DateofCommissioning

Name&ContactNo

/Emailofthe

PersontowhomRe

ferenceMaybeMade

1 2 3 4 5 6 7 8 9 10

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Page 14 May-2010

Annexure III

FORMAT FORDEED OF JOINT UNDERTAKING BETWEEN STEAM TURBINE MANUFACTURER AND

GENERATOR MANUFACTURER

(Non-Judicial Stamp Paper of Appropriate Value)

DEED OF JOINT UNDERTAKING EXECUTED BY BIDDER (WHO MEETS THE REQUIREMENTSOF CLAUSE NO. 2 a i Category - i) ALONGWITH THE ASSOCIATE (MANUFACTURER OFGENERATOR WHO MEETS THE REQUIREMENTS OF CLAUSE NO. 2aii ) FOR 2x660 MWSUPERCRITICAL THERMAL POWER PLANT OF JSW Energy (Raigarh) Ltd .

This DEED OF UNDERTAKING executed this................... day of................. Two thousand ...............by M/s....................................................... a Company incorporated under.........................having itsRegistered office at.............................................. (hereinafter called the "Associate", whichexpression shall include its successors, administrators, executors and permitted assigns) and M/s............................. a Company registered under ..................................... having its Registered Office

at ............................................. (hereinafter called the "Bidder/ Contractor", which expression shallinclude its successors, administrators, executors and permitted assigns) in favour of JSW Energy(Raigarh) Ltd, incorporated under the Companies Act, 1956, having its Registered Office at

(hereinafter called " JSW Energy (Raigarh) Ltd" or "Owner" which expression shall include itssuccessors, administrators, executors and assigns).

WHEREAS the Owner invited application for design, engineering, manufacture, supply,transportation to site, installation, testing, commissioning and conductance of guarantee tests for2x660 MW supercritical thermal power plant of JSW Energy (Raigarh) Ltd (hereinafter refer to as"Plant")

WHEREAS Clause No. 2 , category I of the Bid qualifying requirements (BQR) documents stipulate

that the Bidder who meets the requirements of Clause no. 2 a i shall associate with a Generatormanufacturer who meets the requirements of Clause No. 2 a ii forming part of application documentsand who shall also be the supplier of the Generator for this contract.

WHEREAS M/s...................................................................... (Bidder) is submitting its application inresponse to the BQR by the Owner bearing no: ................. dtd................. for 2x660 MWsupercritical thermal power plant of JSW Energy (Raigarh) Ltd against the Owner's BQR documents.

AND WHEREAS M/s...................................................... (Bidder) is meeting requirement as specifiedin Clause no. desires to associate with M/s.......................................................... (hereinafterreferred to as Associate) who is a manufacturer of Generator who on his own fully meets therequirements of Clause No. 2aii of Section A3. who shall also be the supplier of the Generators forthis contract, are required to jointly execute and furnish along with the application an irrevocableDeed of Joint Undertaking and be jointly and severally responsible and bound unto the Owner forsuccessful performance of the Generators along with their auxiliaries for the 2x660MW supercriticalthermal power plant of JSW Energy (Raigarh) Ltd, fully meeting the guaranteed parameters andcharacteristics as per BQR Documents in the event their Bid is accepted by the Owner resulting in aContract.

NOW THEREFORE, THIS DEED WITNESSETH AS UNDER:

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1. That in consideration of the award of the contract by the Owner to the Contractor, we theAssociate and the Contractor do hereby declare and undertake that we shall be jointly andseverally responsible to the Owner for the execution and successful performance of theSteam Turbine Generators along with their auxiliaries as specified under the said contract tothe satisfaction of the Owner.

2. In case of any breach of the Contract committed by the Contractor, we the Associate dohereby undertake, declare and confirm that we shall be fully responsible for the successfulperformance of the Generators along with their auxiliaries, and undertake to carry out allobligations and responsibilities under this Deed of Joint Undertaking. Further, if the Ownersustains any loss or damage on account of any breach of the Contract related to any of theGenerators along with their auxiliaries, we the Associate and the Contractor jointly andseverally undertake to promptly indemnify and pay such losses/ damages caused to theOwner on its written demand without any demur, reservation, contest or protest in anymanner whatsoever. This is without prejudice to any right of Owner against the Contractorunder the Contract and all guarantees.

Without prejudice to the joint and several obligations of the Contractor and the Associate

hereunder, the analysis/ investigations of the non-performance of the equipmentmanufactured by the Contractor may initially be carried out by the Contractor within a periodof 15 days from the date of reference of the problem by the Owner, before the Ownerapproaches the Associate for any such analysis/ investigation. It shall not however benecessary or obligatory for the Owner to first proceed against the Contractor beforeproceeding against the Associate (with respect to obligations and responsibilities of theAssociate covered under this Deed of Joint Undertaking), nor any extension of time or anyrelaxation given by the Owner to the Contractor shall prejudice any right of Owner under thisDeed of Joint Undertaking to proceed against the Associate and Contractor.

3. Without prejudice to the generality of the undertaking in para '1' above, the manner ofachieving the objectives set forth in para '1' above shall be as follows:

a) We, the Associate shall be fully responsible for complete engineering, preparation of alldesigns, design calculations and manufacturing drawings for all the Generators alongwith their auxiliaries so as to ensure satisfactory, reliable, safe and trouble freeperformance of Generators along with their auxiliaries as per guaranteed parametersspecified in the Contract.

b) We, the Associate shall provide all additional necessary technical assistance to thecontractor for the portion of work to be performed by the contractor.

Further, we, the Associate shall extend our quality surveillance/ supervision/ qualitycontrol to the Contractor during supply manufacture, erection, commissioning andperformance testing, both at Contractor's works and/ or at Owner's project site. Withoutprejudice to the overall responsibilities of the Associate for successful commissioning andperformance of the Generators along with their auxiliaries, the Associate shall depute itstechnical experts from time to time to the Contractor's works/ Owner's project site, asmutually agreed upon between the Owner and the Contractor in accordance with thestipulation of the Contracts.

c) We, the Associate will supply equipment / components manufactured at our works or atour vendor's works as per requirements / schedule specified in the Contracts.

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d) We, the Associate will be fully responsible for the quality of manufacture of allequipments/ main assemblies/ components for incorporation in the Steam TurbineGenerators along with their auxiliaries

e) The contractor shall erect, commission and carry out the guarantee tests of all the

Generators along with their auxiliaries as per the contract in accordance with theAssociate's advice, procedure and guidance. In case, there is any need to modify thedesign / drawings / procedure in certain areas, the Contractor shall seek specific approvalof Associate before proceeding further.

f) In the event any problem is encountered during erection, testing and commissioning or ifthe Contractor fails to demonstrate during the guarantee tests that the Generators alongwith their auxiliaries meet the guaranteed parameters and demonstration parameters asspecified in the Contract, the Associate shall promptly provide all technical assistance /services / support to analyse and suggest corrective measures / modifications to theequipment / systems of all the Generators along with their auxiliaries directly to theOwner and the Contractor and Associate shall promptly carry out all corrective measuresand modifications (as suggested by the Associate and agreed by the Owner) for each of

their respective equipment / systems supplied by them at their own expense. Thereafter,the Contractor and the Associate shall demonstrate the successful performance meetingthe guaranteed parameters and demonstration parameters.

4. We, the Contractor and the Associate do hereby undertake and confirm that this Deed ofJoint Undertaking shall be initially valid till sixty (60) days after the scheduled end of defectliability period of the last steam Turbine generator and its auxiliaries covered under this Deedof Joint Undertaking. In case of delay in completion of the defect liability period, the validity ofthis Deed of Joint Undertaking shall be extended by such period of delay. However, thisDeed of Joint Undertaking shall terminate at the latest 24 months from the scheduled end ofdefect liability period of the last steam Turbine generator and its auxiliaries under theContract. We, the Contractor and the Associate do further undertake and confirm that thisDeed of Joint Undertaking shall be irrevocable and shall not be revoked till its validity. We

further agree that this Deed of Joint Undertaking shall be without any prejudice to the variousliabilities of the Contractor including Performance Guarantee as well as other obligations ofthe Contractor in terms of the Contract.

5) In case of award, in addition to the Performance Guarantee to be furnished by theContractor, the Associate shall furnish as security an on demand Performance BankGuarantee in favour of the Owner as per provisions of the bidding documents. The value ofsuch Bank Guarantee shall be equal to one (1) percent of the total Contract Price for thewhole plant of award by the Owner to the Contractor and it shall be guarantee towards thefaithful performance / compliance of this Deed of Joint Undertaking in accordance with theterms and conditions specified herein. The bank guarantee shall be unconditional,irrevocable and initially valid till sixty (60) days beyond the scheduled end of defect liabilityperiod of the last steam Turbine generator and its auxiliaries covered under the Contract. Incase of delay in completion of the defect liability period, the validity of this Bank Guaranteeshall be extended by such period of delay. However, this bank guarantee shall terminate atthe latest 26 months from the scheduled end of defect liability period of the last steamTurbine generator and its auxiliaries under the Contract. The guarantee amount shall bepromptly paid to the Owner on demand without any demur, reservation, protest or contest.

6. Any dispute that may arise in connection with this Deed of Joint Undertaking shall be settledas per the arbitration procedure/ rules mentioned in the Contract Documents. This Deed of

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Joint Undertaking shall be construed and interpreted in accordance with the Laws of Indiaand the Courts of Maharashtra. shall alone have exclusive jurisdiction.

7. We, the Associate and the Contractor agree that this Deed of Joint Under-taking shall forman integral part of the Contracts for this package. We further agree that this Deed of Joint

Undertaking shall continue to be enforceable till its validity.

8. That this Deed of joint undertaking shall be operative from the effective date of the Contract.

IN WITNESS WHEREOF, the Associate and the Contractor through their authorisedrepresentatives have executed these presents and affixed common seal of their respectivecompanies on the day, month and year first mentioned above.

For M/s ................................(Associate)

WITNESS :1. ............................. ................................................

(Signature of the Authorised

Representative)......................... Name.....................................(Official Address) Designation............................

Common Seal of theCompany .............................

For M/s...............(Contractor)

WITNESS :1. ..................................... ................................................

(Signature of the Authorised Representative)...................................... Name ...................................

(Official Address) Designation............................Common Seal oft he company................................

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Annexure-IV

FORMAT FORDEED OF JOINT UNDERTAKING BETWEEN BIDDER AND COLLABORATOR/LICENSOR FORBOILER MANUFACTURE


DEED OF JOINT UNDERTAKING EXECUTED BY BIDDER (WHO MEETS THE REQUIREMENTSOF CLAUSE NO. 2bii OF SECTION A3) ALONGWITH THE ASSOCIATE(COLLABORATOR/LICENSOR OF BOILER WHO MEETS THE REQUIREMENT OF CLAUSE NO.2 a iii OF SECTION A3) FOR 2x660MW SUPERCRITICAL THERMAL POWER PLANT OF JSWEnergy (Raigarh) Ltd.

This DEED OF UNDERTAKING executed this................... day of ................. Two thousand............... by M/s....................................................... a Company incorporatedunder.........................having its Registered office at .............................................. (hereinafter calledthe "Associate", which expression shall include its successors, administrators, executors and

permitted assigns) and M/s ............................. a Company registered under .....................................having its Registered Office at ............................................. (hereinafter called the "Bidder/Contractor", which expression shall include its successors, administrators, executors and permittedassigns) in favour of JSW Energy (Raigarh) Ltdincorporated under the Companies Act, 1956, havingits Registered Office at (hereinafter called "JSW Energy (Raigarh) Ltd" or "Owner" which expressionshall include its successors, administrators, executors and assigns).

WHEREAS the Owner invited application for design, engineering, manufacture, supply,transportation to site, installation, testing, commissioning and conductance of guarantee tests for2x660 MW JSW Energy (Raigarh) Ltd (hereinafter refer to as "Plant") vide its BQR document.

WHEREAS Clause No. 2 b, Category-II of Section A3 of the BQR documents stipulate that theBidder who is a licensee shall associate with a Boiler manufacturer (Original Equipment

Manufacturer) who meets the requirements of Clause No. 2 a iii of Section A3 forming part of Biddocuments and who shall also be the Collaborator/Licensor for the manufacture of the Boiler for thiscontract.

WHEREAS M/s ......................................................................(Bidder) is submitting its application inresponse to the Bid by the Owner bearing no: ................. dtd ................. for 2x660MW supercriticalthermal power plant of JSW Energy (Raigarh) Ltdagainst the Owner's Bid documents.

AND WHEREAS M/s...................................................... (Bidder) is meeting requirement as specifiedin Clause no. of Section A3 desires to associate with M/s ..........................................................(hereinafter referred to as Associate) who is a manufacturer of Boiler (OEM) who on his own fullymeets the requirements of Clause No. 2 a iii of Section A3. who shall also be theCollaborator/Licensor for the manufacture of the Boiler for this contract, are required to jointlyexecute and furnish along with the application an irrevocable Deed of Joint Undertaking and be jointly and severally responsible and bound unto the Owner for successful performance of theBoilers along with their auxiliaries for the 2x660 MW supercritical thermal power plant of JSW Energy(Raigarh) Ltd, fully meeting the guaranteed parameters and characteristics as per BQR Documentsin the event their Bid is accepted by the Owner resulting in a Contract.


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1. That in consideration of the award of the contract by the Owner to the Contractor, we theAssociate and the Contractor do hereby declare and undertake that we shall be jointly andseverally responsible to the Owner for the execution and successful performance of theBoilers along with their auxiliaries as specified under the said contract to the satisfaction ofthe Owner.

2. In case of any breach of the Contract committed by the Contractor, we the Associate dohereby undertake, declare and confirm that we shall be fully responsible for the successfulperformance of the Boilers along with their auxiliaries, and undertake to carry out allobligations and responsibilities under this Deed of Joint Undertaking. Further, if the Ownersustains any loss or damage on account of any breach of the Contract related to any of theBoilers along with their auxiliaries, we the Associate and the Contractor jointly and severallyundertake to promptly indemnify and pay such losses / damages caused to the Owner on Hiswritten demand without any demur, reservation, contest or protest in any mannerwhatsoever. This is without prejudice to any right of Owner against the Contractor under theContract and all guarantees.

Without prejudice to the joint and several obligations of the Contractor and the Associate

hereunder, the analysis / investigations of the non-performance of the equipmentmanufactured by the Contractor may initially be carried out by the Contractor within a periodof 15 days from the date of reference of the problem by the Owner, before the Ownerapproaches the Associate for any such analysis / investigation. It shall not however benecessary or obligatory for the Owner to first proceed against the Contractor beforeproceeding against the Associate (with respect to obligations and responsibilities of theAssociate covered under this Deed of Joint Undertaking), nor any extension of time or anyrelaxation given by the Owner to the Contractor shall prejudice any right of Owner under thisDeed of Joint Undertaking to proceed against the Associate and Contractor.

3. Without prejudice to the generality of the undertaking in para '1' above, the manner ofachieving the objectives set forth in para '1' above shall be as follows:

a) We, the Associate shall be fully responsible for complete engineering, preparation of alldesigns, design calculations and manufacturing drawings for all the Boilers along withtheir auxiliaries so as to ensure satisfactory, reliable, safe and trouble free performance ofBoilers along with their auxiliaries as per guaranteed parameters specified in theContract.


Further, we, the Associate shall extend our quality surveillance / supervision / qualitycontrol to the Contractor during supply manufacture, erection, commissioning andperformance testing, both at Contractor's works and/ or at Owner's project site. Withoutprejudice to the overall responsibilities of the Associate for successful commissioning andperformance of the Boilers along with their auxiliaries, the Associate shall depute itstechnical experts from time to time to the Contractor's works/ Owner's project site, asmutually agreed upon between the Owner and the Contractor in accordance with thestipulation of the Contracts.

c) We, the Associate will be fully responsible for the quality of manufacture of allequipments/ main assemblies/ components for incorporation in the Boilers along withtheir auxiliaries

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d) The contractor shall erect, commission and carry out the guarantee tests of all the Boilersalong with their auxiliaries as per the contract in accordance with the Associate's advice,procedure and guidance. In case, there is any need to modify the design/ drawings/procedure in certain areas, the Contractor shall seek specific approval of Associate

before proceeding further.

e) In the event any problem is encountered during erection, testing and commissioning or ifthe Contractor fails to demonstrate during the guarantee tests that the Boilers along withtheir auxiliaries meet the guaranteed parameters and demonstration parameters asspecified in the Contract, the Associate shall promptly provide all technical assistance/services/ support to analyse and suggest corrective measures/ modifications to theequipments/ systems of all the Boilers along with their auxiliaries directly to the Ownerand the Contractor and Associate shall promptly carry out all corrective measures andmodifications (as suggested by the Associate and agreed by the Owner) for each of theirrespective equipment/ systems supplied by them at their own expense. Thereafter, theContractor and the Associate shall demonstrate the successful performance meeting theguaranteed parameters and demonstration parameters.

4. We, the Contractor and the Associate do hereby undertake and confirm that this Deed ofJoint Undertaking shall be initially valid till sixty (60) days after the scheduled end of defectliability period of the last Boiler and its auxiliaries covered under this Deed of JointUndertaking. In case of delay in completion of the defect liability period, the validity of thisDeed of Joint Undertaking shall be extended by such period of delay. However, this Deed ofJoint Undertaking shall terminate at the latest 24 months from the scheduled end of defectliability period of the last Boiler and its auxiliaries under the Contract. We, the Contractor andthe Associate do further undertake and confirm that this Deed of Joint Undertaking shall beirrevocable and shall not be revoked till its validity. We further agree that this Deed of JointUndertaking shall be without any prejudice to the various liabilities of the Contractor includingPerformance Guarantee as well as other obligations of the Contractor in terms of theContract.

5) In case of award, in addition to the Performance Guarantee to be furnished by theContractor, the Associate shall furnish as security an on demand Performance BankGuarantee in favour of the Owner as per provisions of the bidding documents. The value ofsuch Bank Guarantee shall be equal to three percent (3%) of the total Contract Price for thewhole plant of award by the Owner to the Contractor and it shall be guarantee towards thefaithful performance/ compliance of this Deed of Joint Undertaking in accordance with theterms and conditions specified herein. The bank guarantee shall be unconditional,irrevocable and initially valid till sixty (60) days beyond the scheduled end of defect liabilityperiod of the last Boiler and its auxiliaries covered under the Contract. In case of delay incompletion of the defect liability period, the validity of this Bank Guarantee shall be extendedby such period of delay. However, this bank guarantee shall terminate at the latest 26 monthsfrom the scheduled end of defect liability period of the last Boiler and its auxiliaries under theContract. The guarantee amount shall be promptly paid to the Owner on demand without anydemur, reservation, protest or contest.

6. Any dispute that may arise in connection with this Deed of Joint Undertaking shall be settledas per the arbitration procedure/ rules mentioned in the Contract Documents. This Deed ofJoint Undertaking shall be construed and interpreted in accordance with the Laws of Indiaand the Courts of Mumbai shall alone have exclusive jurisdiction.

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7. We, the Associate and the Contractor agree that this Deed of Joint Under-taking shall forman integral part of the Contracts for this package. We further agree that this Deed of JointUndertaking shall continue to be enforceable till its validity.


IN WITNESS WHEREOF, the Associate and the Contractor through their authorisedrepresentatives have executed these presents and affixed common seal of their respectivecompanies on the day, month and year first mentioned above.

For M/s ................................(Associate)

WITNESS :

1. ............................. ................................................(Signature of the Authorised

Representative)

......................... Name.....................................(Official Address) Designation............................



WITNESS :

1. ..................................... ................................................

(Signature of the AuthorisedRepresentative)

...................................... Name ...................................

(Official Address) Designation............................

Common Seal of theCompany................................

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Annexure V

FORMAT FORDEED OF JOINT UNDERTAKING BETWEEN BIDDER AND COLLABORATOR/LICENSOR FOR

STEAM TURBINE AND GENERATOR MANUFACTURE


DEED OF JOINT UNDERTAKING EXECUTED BY BIDDER (WHO MEETS THE REQUIREMENTSOF CLAUSE NO. 2 bi OF SECTION A3) ALONGWITH THE ASSOCIATE(COLLABORATOR/LICENSOR OF STEAM TURBINE AND GENERATOR WHO MEETS THEREQUIREMENT OF CLAUSE NO. 2 ai or 2aii OF SECTION A3) FOR 2x660 MWSUPERCRITICAL THERMAL POWER PLANT OF JSW Energy (Raigarh) Ltd.

This DEED OF UNDERTAKING executed this................... day of ................. Two thousand............... by M/s....................................................... a Company incorporatedunder.........................having its Registered office at .............................................. (hereinafter called

the "Associate", which expression shall include its successors, administrators, executors andpermitted assigns) and M/s ............................. a Company registered under .....................................having its Registered Office at ............................................. (hereinafter called the "Bidder/Contractor", which expression shall include its successors, administrators, executors and permittedassigns) in favour of JSW Energy (Raigarh) Ltd, incorporated under the Companies Act, 1956,having its Registered Office at , (hereinafter called "JSW Energy (Raigarh) Ltd" or "Owner" whichexpression shall include its successors, administrators, executors and assigns).

WHEREAS the Owner invited application for design, engineering, manufacture, supply,transportation to site, installation, testing, commissioning and conductance of guarantee tests for2x660MW JSW Energy (Raigarh) Ltd (hereinafter refer to as "Plant") vide its BQR document .

WHEREAS Clause No. 2 Category II of Section A3 of the BQR documents stipulate that the Bidder

who is a licensee shall associate with a Steam Turbine & Generator manufacturer who meets therequirements of Clause No. 2 ai or 2aii of Section A3 forming part of application documents and whoshall also be the Collaborator/Licensor for the manufacture of the Steam Turbine & Generator for thiscontract.

WHEREAS M/s ......................................................................(Bidder) is submitting its application inresponse to the Bid by the Owner bearing no: ................. dtd ................. for 2x660MW supercriticalthermal power plant of JSW Energy (Raigarh) Ltd against the owner's BQR documents.

AND WHEREAS M/s...................................................... (Bidder) is meeting requirement as specifiedin Clause no.. of Section A3 desires to associate with M/s.......................................................... (hereinafter referred to as Associate) who is a manufacturer ofSteam Turbine & Generator (OEM) who on his own fully meets the requirements of Clause No. 2 a ior 2aii of Section A3 who shall also be the Collaborator/Licensor for the manufacture of the SteamTurbine & Generator for this contract, are required to jointly execute and furnish along with the Bidan irrevocable Deed of Joint Undertaking and be jointly and severally responsible and bound untothe Owner for successful performance of the Steam Turbine & Generators along with their auxiliariesfor the 2x660MW supercritical thermal power plant of JSW Energy (Raigarh) Ltd, fully meeting theguaranteed parameters and characteristics as per BQR Documents in the event their Bid is acceptedby the Owner resulting in a Contract.

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1. That in consideration of the award of the contract by the Owner to the Contractor, we theAssociate and the Contractor do hereby declare and undertake that we shall be jointly andseverally responsible to the Owner for the execution and successful performance of the

Steam Turbine & Generators along with their auxiliaries as specified under the said contractto the satisfaction of the Owner.

2. In case of any breach of the Contract committed by the Contractor, we the Associate dohereby undertake, declare and confirm that we shall be fully responsible for the successfulperformance of the Steam Turbine & Generators along with their auxiliaries, and undertake tocarry out all obligations and responsibilities under this Deed of Joint Undertaking. Further, ifthe Owner sustains any loss or damage on account of any breach of the Contract related toany of the Steam Turbine & Generators along with their auxiliaries, we the Associate and theContractor jointly and severally undertake to promptly indemnify and pay such losses/damages caused to the Owner on his written demand without any demur, reservation,contest or protest in any manner whatsoever. This is without prejudice to any right of Owneragainst the Contractor under the Contract and all guarantees.

Without prejudice to the joint and several obligations of the Contractor and the Associatehereunder, the analysis/ investigations of the non-performance of the equipmentmanufactured by the Contractor may initially be carried out by the Contractor within a periodof 15 days from the date of reference of the problem by the Owner, before the Ownerapproaches the Associate for any such analysis/ investigation. It shall not however benecessary or obligatory for the Owner to first proceed against the Contractor beforeproceeding against the Associate (with respect to obligations and responsibilities of theAssociate covered under this Deed of Joint Undertaking), nor any extension of time or anyrelaxation given by the Owner to the Contractor shall prejudice any right of Owner under thisDeed of Joint Undertaking to proceed against the Associate and Contractor.

3. Without prejudice to the generality of the undertaking in para '1' above, the manner of

achieving the objectives set forth in para '1' above shall be as follows :

a) We, the Associate shall be fully responsible for complete engineering, preparation of alldesigns, design calculations and manufacturing drawings for all the Steam Turbine &Generators along with their auxiliaries so as to ensure satisfactory, reliable, safe andtrouble free performance of Steam Turbine & Generators along with their auxiliaries asper guaranteed parameters specified in the Contract.


Further, we, the Associate shall extend our quality surveillance/ supervision/ qualitycontrol to the Contractor during supply manufacture, erection, commissioning andperformance testing, both at Contractor's works and/ or at Owner's project site. Withoutprejudice to the overall responsibilities of the Associate for successful commissioning andperformance of the Steam Turbine & Generators along with their auxiliaries, theAssociate shall depute its technical experts from time to time to the Contractor's works/Owner's project site, as mutually agreed upon between the Owner and the Contractor inaccordance with the stipulation of the Contracts.

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c) We, the Associate will be fully responsible for the quality of manufacture of allequipments/ main assemblies/ components for incorporation in the Steam Turbine &Generators along with their auxiliaries

d) The contractor shall erect, commission and carry out the guarantee tests of all the Steam

Turbine & Generators along with their auxiliaries as per the contract in accordance withthe Associate's advice, procedure and guidance. In case, there is any need to modify thedesign/ drawings/ procedure in certain areas, the Contractor shall seek specific approvalof Associate before proceeding further.

e) In the event any problem is encountered during erection, testing and commissioning or ifthe Contractor fails to demonstrate during the guarantee tests that the Steam Turbine &Generators along with their auxiliaries meet the guaranteed parameters anddemonstration parameters as specified in the Contract, the Associate shall promptlyprovide all technical assistance/ services/ support to analyse and suggest correctivemeasures/ modifications to the equipments/ systems of all the Steam Turbine &Generators along with their auxiliaries directly to the Owner and the Contractor andAssociate shall promptly carry out all corrective measures and modifications (as

suggested by the Associate and agreed by the Owner) for each of their respectiveequipment/ systems supplied by them at their own expense. Thereafter, the Contractorand the Associate shall demonstrate the successful performance meeting the guaranteedparameters and demonstration parameters.

4. We, the Contractor and the Associate do hereby undertake and confirm that this Deed ofJoint Undertaking shall be initially valid till sixty (60) days after the scheduled end of defectliability period of the last Steam Turbine & Generator and its auxiliaries covered under thisDeed of Joint Undertaking. In case of delay in completion of the defect liability period, thevalidity of this Deed of Joint Undertaking shall be extended by such period of delay. However,this Deed of Joint Undertaking shall terminate at the latest 24 months from the scheduled endof defect liability period of the last Steam Turbine & Generator and its auxiliaries under theContract. We, the Contractor and the Associate do further undertake and confirm that this

Deed of Joint Undertaking shall be irrevocable and shall not be revoked till its validity. Wefurther agree that this Deed of Joint Undertaking shall be without any prejudice to the variousliabilities of the Contractor including Performance Guarantee as well as other obligations ofthe Contractor in terms of the Contract.

5) In case of award, in addition to the Performance Guarantee to be furnished by theContractor, the Associate shall furnish as security an on demand Performance BankGuarantee in favour of the Owner as per provisions of the bidding documents. The value ofsuch Bank Guarantee shall be equal to three percent (3%) of the total Contract Price for thewhole plant of award by the Owner to the Contractor and it shall be guarantee towards thefaithful performance/ compliance of this Deed of Joint Undertaking in accordance with theterms and conditions specified herein. The bank guarantee shall be unconditional,irrevocable and initially valid till sixty (60) days beyond the scheduled end of defect liabilityperiod of the last Steam Turbine & Generator and its auxiliaries covered under the Contract.In case of delay in completion of the defect liability period, the validity of this Bank Guaranteeshall be extended by such period of delay. However, this bank guarantee shall terminate atthe latest 26 months from the scheduled end of defect liability period of the last SteamTurbine & Generator and its auxiliaries under the Contract. The guarantee amount shall bepromptly paid to the Owner on demand without any demur, reservation, protest or contest.

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6. Any dispute that may arise in connection with this Deed of Joint Undertaking shall be settledas per the arbitration procedure/ rules mentioned in the Contract Documents. This Deed ofJoint Undertaking shall be construed and interpreted in accordance with the Laws of Indiaand the Courts of Maharashtra shall have exclusive jurisdiction.

7. We, the Associate and the Contractor agree that this Deed of Joint Under-taking shall forman integral part of the Contracts for this package. We further agree that this Deed of JointUndertaking shall continue to be enforceable till its validity.


IN WITNESS WHEREOF, the Associate and the Contractor through their authorisedrepresentatives, have executed these presents and affixed common seal of their respectivecompanies on the day, month and year first mentioned above.

For M/s ................................(Associate)

WITNESS :

1. ............................. ................................................(Signature of the Authorised

Representative)......................... Name.....................................(Official Address) Designation............................



WITNESS :

1. ..................................... ................................................(Signature of the AuthorisedRepresentative)

...................................... Name ...................................

(Official Address) Designation............................

Common Seal of theCompany................................

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Annexure-VI

FORMAT for

(To be furnished on stamp paper of adequate value in accordance with Stamp Act)

JOINT VENTURE/CONSORTIUM AGREEMENT FOR

JOINT VENTURE/CONSORTIUM AGREEMENT BETWEEN JV COMPANY AND JV PARTNER BOILER MANUFACTURER or LICENSEE / JV COMPANY AND JV PARTNER STGMANUFACTURER or LICENSEE FOR THE MAINPLANT EQUIPMENT FOR 2x660 MWSUPERCRITICAL THERMAL POWER PLANT OF JSW Energy (Raigarh) Ltd AS PERSPECIFICATION NO. .

This agreement made this..... day of ........., between .............. (herein after referred to as ..which expression shall include its successors and permitted assigns), having its Registered Officeat of the first part

AND....... (hereinafter referred to as which expression shall include its successors and permitted

assigns) having its Registered Office at . of the second part

AND

(hereinafter referred to as which expression shall include its successors and permitted assigns)having its Registered Office at . of the third part

WHEREAS ...........................are in the business of ..........................................

AND WHEREAS JSW Energy (Raigarh) Ltd herein referred to as Owner have invited bids for design,

Engineering , supply, installation, testing and commissioning of Main plant equipment ie. Boiler and/or steam turbine & generator and auxiliaries/ systems for 2x660MW Thermal power plant, near(herein after referred to as PROJECT)

AND WHEREAS

........ , ........ and ...................... (herein after individually referred to as Party and jointly as Parties)desire to enter into a Joint Venture/Consortium Agreement (herein after referred to as Agreement)to bid for the PROJECT and if the bid is accepted by Owner to execute the PROJECT on terms &conditions jointly agreed with the Owner.

NOW THE PARTIES AGREE AS FOLLOWS :

1. PROJECT SCOPE OF WORK

The Project scope of work and terms & conditions will be as per specification No. and deviations / clarifications incorporated in the Parties bid and accepted by theOwner.

2. The Parties will bid for the Project and following basis :

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...................... shall be the JV/Consortium Leader. The division of work between the Parties shallgenerally listed. ( to be attached by JV/Consortium) .

The bid will be predicated on the premise that in the event the bid is accepted by the Owner, theyshall award the Contract to Consortium of .........., .......... and ......................

The Parties shall fully co-operate with each other to fulfil their respective obligations with respectto the said Project during the term of this Agreement.

4. This Agreement shall in no way be considered by the Parties to constitute an entity havingindependent legal personality whatsoever. The Parties except as provided herein, shall act asindependent Contractors and their mutual relations shall in no way be construed to be that ofprincipal and agent. Nothing shall in this Agreement entitle any of the Parties to pledge the credit ofor incur any liabilities or obligations binding upon the other Party, except in so far as may have beenexpressly agreed to in writing.

5. The JV/Consortium Leader shall prepare the bid to be submitted to the Owner on the duedate and time with diligent support from ............. and ............ . All the Parties shall base their prices

on terms & conditions as per the specification No. .

Bid bond, if any shall be furnished by the JV/Consortium Leader at its cost. , ..... , ........ and........ shall be responsible for the respective cost incurred in preparing the bid and all the costsincurred in attempting to obtain the Contract, including costs incurred during negotiations. Incase of award , each promoter company shall be required to furnish separate on demand bankguarantee for an amount equal to 1(one) percent of the total contract price in addition to the contractperformance security to be furnished by the bidder.6. , . and shall jointly sign the bid on behalf of the JV/Consortium.

7. Negotiations with the Owner will be conducted jointly by , ....... and .. in consultationwith each other.

8. In the event the bid is successful:

All Parties will interface with each other for day to day project management. JV/Consortium Leaderwill keep the Owner fully informed on a continuous basis with the progress of the work.

(b) All Parties participate in periodic project review meetings with Owner.

(c) JV/Consortium Leader, is authorised to incur liabilities and receive instructions for and onbehalf of any and all the parties and the entire execution of contract including payment shall be doneexclusively with JV/Consortium Leader.

(d) JV/Consortium Leader shall correspond directly with the owner with regard to all matters inconnection with the execution of the Project.

(e) JV/Consortium Leader will be responsible for the management during entire duration ofContract and for any co-ordination with local governmental / statutory authorities as related to theexecution of the Contract excepting such obligations which are to be carried out each Partyseparately.

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All parties shall provide, without recourse to the other, all financing, personnel and resources of anykind whatsoever, which are required for the proper execution and completion of contract scope ofwork.

(g) Subject to any relevant provisions in the Contract, each party shall be entitled to subcontract

any part of its scope of work subject to the requirements of the specification No. . NoParty shall however, by reason of such subcontract, be relieved from its obligations andresponsibilities under this agreement and each party shall be individually responsible for any actsand omissions (whether negligent or not) of the subcontractor and his agents, employee as fully as ifthey were the acts or omissions of the Partys own employees or agents.

(h) Each Party shall adhere to any time schedule agreed to by the Parties for the completion ofthe scope of work and shall, throughout the term of this Agreement, co-operate with the ConsortiumLeader to avoid any delays in completion of the Project.

9. Responsibilities and Liabilities

(a) The Parties agree that they shall be jointly and severally bound by the terms and conditions

of the contract and none of the parties shall vary, or seek to vary the same, without prior writtenconsent of the other Parties and Owner.

(b) The Parties agree that notwithstanding any terms and conditions which may be contained inthe contract relating to the joint and several nature of their liabilities to Owner in relation to theProject, they shall each bear the several responsibilities and liabilities imposed on them in terms ofthis Agreement.

(c) The parties shall be responsible for executing the scope of work in accordance with theContract, In executing the scope, each party shall ensure that all the Plant, Equipment used by it andthe design thereof, is fit for the purpose for which it is required and the work undertaken by that Partyis executed in good workman like manner.

10. Disputes and Arbitration

If a dispute arises among the Parties, all the parties shall continue performance of itsobligations under the Contract and shall avoid any action which might hinder the proper performanceof the Parties obligations under the Contract. All parties shall sincerely endeavour to resolve thedispute amicably by discussions. If however, the dispute cannot be resolved within 30 days ofreceipt of notice given by any party to the other party, such dispute shall be finally settled at therequest of any Party, under the Rules of Indian Arbitration Act, by three arbitrators, appointed inaccordance with said rules by the IAC Court of Arbitration. The Arbitrators decision will be bindingon both parties.

The venue of Arbitration shall be Mumbai, Maharashtra, the courts at Mumbai alone shallhave the exclusive jurisdiction to hear matters pertaining to the arbitration or any matter relatedthereto

11. Language

The English language shall be the official language to be used under this Agreement andshall be used by the Parties in all communications, notices, statements and any technical orcommercial documentation to be prepared and presented under this Agreement.

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12. Amendments

This Agreement shall not be amended or modified in anyway, other than by an agreement inwriting, executed by the duly authorised representatives of the Parties.

In any case, the joint and several liability of the Parties under the Contract remainsunchanged.

13. Governing Law and Jurisdiction

The Agreement shall in all respects, be construed and interpreted in accordance with thelaws of India. Only the Court of competent jurisdiction in India shall have jurisdiction over any causeof action arising under this Agreement.

14. Exchange of Information

All parties shall exchange with the other parties, information, which may be reasonably required to

effect the smooth execution of this Agreement. Such information may include, but not be limited to,an advance plan relating to the programme of the Project , progress of the Project and other dataand information relevant for the scope of work of the other Party.

15. Exclusivity

......, ....... and ....... will work exclusively with each other and shall not participate with any otherentity in attempting to obtain the Project.

16. Other Terms and Conditions

The terms and conditions applicable to each Party for bidding and execution of the Project (in theevent of an award), are as under:The Liquidated Damages for Delay if levied, shall be paid up by the Consortium Leader.

All the Parties shall be responsible for attending to the equipment supplied under the Contract incase any damage / deficiency occurs during the Guarantee / Warranty period. However, the Partiesmay, with mutual consent, agree to share the work with a view to reduce the overall cost of repair /replacement of the damaged / deficient part.

All parties shall be liable to the other for any direct, indirect, special, incidental or consequential lossor damage.

(d) No Party shall have the right to assign, or, in any way transfer any of its rights or obligationsunder this Agreement, without the written consent of the other Parties and owner.

17. Validity of this Agreement

This Agreement shall remain valid till the expiry of the Guarantee/ Warranty Period of theidentified PROJECT (in case of award to the Parties) or till the earliest occurrence of any one of thefollowing events:

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(a) Date of award of the Project to some other party.

(b) Date when the owner decides not to progress any further with the Project.

(c) Date when both the Parties confirm that the proposal has been finally rejected by the Owner.

(d) If any Party becomes bankrupt or insolvent, or makes an assignment for the general benefitof its creditors, or is unable to pay its debts as they become due or has a trustee, liquidator,receiver or a receiver appointed to its or any part thereof, or commits an act of bankruptcy.

(e) If the Parties fail to submit their proposal by the final date of bid submission, for any reasonswhatsoever.

18. Communication

All correspondences, notices and communications required or permitted to be given underthis Agreement or the Contract to any Party, shall be sent to Consortium Leader at the following

address.------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF .. and . have caused this Agreement to be dulyexecuted in .......... on the date fist mentioned, as evidenced by the signature of their authorisedrepresentatives.

Agreed and accepted Agreed and accepted Agreed and accepted

For and on behalf of For and on behalf of For and on behalf of

_________________ _______________ _______________Name (s) Name (s) Name(s)

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Annexure-VII

FORM for

DEED OF JOINT UNDERTAKING BY JOINT VENTURE COMPANY


DEED OF JOINT UNDERTAKING EXECUTED BY BIDDER JOINT VENTURE COMPANY (WHOMEETS THE REQUIREMENTS OF CLAUSE NO. 2 b iii OF SECTION A3) ALONGWITH JVCOMPANY AND JV PARTNER BOILER MANUFACTURER or LICENSEE / JV COMPANY ANDJV PARTNER STG MANUFACTURER or LICENSEE OF SECTION A3) FOR 2x660 MWSUPERCRITICAL THERMAL POWER PLANT OF JSW Energy (Raigarh) Ltd.

This DEED OF UNDERTAKING executed this................... day of ................. Two thousand............... by

.............. (herein after referred to as .. which expression shall include its successors andpermitted assigns), having its Registered Office at of the first part

AND....... (hereinafter referred to as which expression shall include its successors and permitted

assigns) having its Registered Office at . of the second part

AND

(hereinafter referred to as which expression shall include its successors and permitted assigns)having its Registered Office at . of the third part (hereinafter called the Joint VentureCompany BOILER Manufacturer or LICENSEE / Joint Venture Partner STG manufacturer orLICENSEE/Bidder/ Contractor", which expression shall include its successors, administrators,

executors and permitted assigns) in favour of JSW Energy (Raigarh) Ltd, incorporated under theCompanies Act, 1956, having its Registered Office at , (hereinafter called "JSW Energy (Raigarh)Ltd" or "Owner" which expression shall include its successors, administrators, executors andassigns).

WHEREAS the Owner invited application for design, engineering, manufacture, supply,transportation to site, installation, testing, commissioning and conductance of guarantee tests for2x660 MW JSW Energy (Raigarh) Ltd (hereinafter refer to as "Plant") vide its BQR document .

WHEREAS Clause No. 2 Category II of Section A3 of the BQR documents stipulate that the Bidderwho is a licensee shall associate with a Steam Turbine & Generator manufacturer who meets therequirements of Clause No. 2 b iii of Section A3 forming part of application documents and who shallalso be the Joint Venture Company BOILER Manufacturer or LICENSEE / Joint Venture PartnerSTG manufacturer or LICENSEE for the manufacture of the S

Section A3 2

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