b.

SPECIAL CONDITIONS OF CONTRACT

CL. No. of GC Amendments of, and supplements to, clauses in the General Conditions of
Contract (GC)

1.1 Definitions
(p) "Project" means "Consultancy Services for the Procurement of Detailed
Architectural Drawings Design, for the Construction of HESCO Headquarter in
132kv Grid Station Colony HESCO, Qasimabad Hyderabad
(q) Singular shall include plural, and vice verse, where the context so desires.
(r) Permanent full time staff means a person/ employee of the firm employed as
permanent by the firm.

1.5 Location
In the 2nd and last line the words "mutually agreed by the parties" are replaced by "the
Client may approve".

1.6 Authorized Representatives.

Specified Officials are:
For the Client:
XEN (Civil) Civil Works Division,
C-7 Power Wing Colony HESCO,
Hussainabad, Hyderabad
Phone: 022-9260104
Fax: 022-9260096
For the Consultants:
Name of Project Manager/ Team Leader
(Project)
(Address)

1.7 Taxes
The payment of taxes, fees and other impositions as may be levied under the Applicable
Law, in respect of the Consultants, Sub-Consultants and their Personnel shall not be the
responsibility of the Client.

1.8 Leader of Joint Venture.

(i) Add the word 'and payments' after the words 'receive instructions' in line 4 in the
existing para, numbered now as sub-para (i).
(ii) The leader of the Joint Venture is......................................(name of the Member of the
Joint Venture)

2.1 Effectiveness of Contract

The date on which this Contract shall come into effect called Effective Date is the date
 of receipt by the Consultants of "Letter to Commence" for the services from the Client.

2.2 Termination of Contract for Failure to Become Effective.

The time period shall be four (4) months, or such other period as the Parties may agree in
writing.

2.3 Commencement of Services

The Consultants shall commence the Services within seven (7) days after the date of
effectiveness of Contract.

2.4 Expiration of Contract.

The period of expiration/completion of services under this Contract shall be Eighteen
(18) months from the receipt of "Letter to Commencement" by the Consultants from the
Client.
"Completion of Services" means completion of all services and obligations as defined in
Appendix-A and submissions as per Appendix-B of the Agreement.

2.4.1. Schedule of completion of Services

Schedule of Services shall be as given at Appendix-B

2.7 Force Majeure

2.7.2 No Breach of Contract
Under the existing para following is added.
Measures to be taken
a) A party affected by an event of Force Majeure shall take all reasonable
measures to remove such party's inability to fulfill its obligations hereunder
with a minimum of delay.
b) A party affected by an event of Force Majeure shall notify the other party of
such event not later than 15 days following the occurrence of such event and
similarly give notice of the restorations of normal conditions as soon as
possible.
c) The parties shall take all reasonable measures to minimize the consequences of
any event of Force Majeure.

2.7.5 Consultation
Not later than thirty (30) days after the Consultants, as a result of an event of Force
Majeure have become unable to perform a portion of the Services, the parties shall
consult with each other with a view to agree on appropriate measures to be taken in the
circumstances.

2.9 Termination
2.9.1 By the Client
 Add the following sub para below sub para (f):

(g) if the Consultants, in the judgment of the Client, have engaged in corrupt or
fraudulent practices in competing for or in executing the Contract. For the purpose of
this sub-clause:
"Corrupt practices" means the offering giving, receiving or soliciting of anything of
value to influence the action of a public official in the selection process or in contract
execution.
"fraudulent practices" means a misrepresentation of facts in order to influence a
selection process or the execution of a contract to the detriment of the Client, and
include collusive practice among consultants (prior to or after submission of
proposals) designed to establish prices at artificial non-competitive levels and to
deprive the Client of the benefits of free and open competition.

Add the words "and (g)" after the words "(a) through (e) in the third line of main sub-
para 2.9.1.

3.1 General
Add the word, "equipment" after the word "technology" in line 4.

3.2 Consultants not to Benefit from Commissions, Discounts, etc.

The existing clause of GC is numbered as 3.2.1 and sub clause 3.2.2 is added.

3.2.2 Procurement Rules of Clients

If the Consultants, as part of the Services, have the responsibility of processing,
evaluation and advising the Client on the procurement of goods, works or services, the
Consultants shall comply with applicable procurement rules of the Client or of the Project
Financer (as the case may be) and shall at all times exercise such responsibility in the best
interest of the Client. Any discounts or commissions obtained by the Consultants in the
exercise of such procurement responsibility shall be for the account of the Client.

3.4 Liability of the Consultants

Add following Sub-Clauses

3.4.1 Exceptions
(a) Except in case of gross negligence or willful misconduct on the part of the
Consultants or on the part of any person or firm acting on behalf of the Consultants
in carrying out the Services, the Consultants, with respect to damage caused by the
Consultants to the Client's property, shall not be liable to the Client for:

(i) Any indirect or consequential loss or damage; and

 (ii) Any direct loss or damage that exceeds: (A) the total payments for
professional fees and reimbursable expenditures made or expected to be
made to the Consultants hereunder; or (B) the proceeds the Consultants may
be entitled to receive from any insurance maintained by the Consultants to
cover such liability, which every of (A) or (B) is higher.
(b) This limitation of liability shall not affect the Consultants liability, if any, for
damage to Third Parties caused by the Consultants or any person or firm acting on
behalf of the Consultants in carrying out the Services.

3.4.2 In addition to the above provisions the Consultants liability under this contract shall be
also as provided by the applicable law.

3.4.3 Consultants shall indemnify, protect and defend both during and after the term of this
Contract, at their own expenses, the Client and its agents and employees, from and
against any and all actions, claims, losses or damages arising out of any violations by the
consultants or in the course of the services of any legal provisions, or any rights of third
parties, in respect of literary property rights, copy rights or patents.

3.5 Other Insurances to be taken out by the Consultants

The risk and the coverage under this Clause shall be as follows:
a) Third party liability insurance in respect of motor vehicles operated in carrying
out of the Services by the Consultants or their Personnel or any Sub-Consultants
or their Personnel, with a minimum coverage as per applicable laws.
b) Third Party liability insurance, with a minimum coverage as per Applicable
Laws;
c) Employer's liability and workers' compensation insurance in respect of the
Personnel of the Consultants and of any Sub-Consultants, in accordance with the
relevant provisions of the Applicable Law, as well, as, with respect to such
Personnel, any such life, health, accident, travel or other insurance as may be
appropriate ; and
d) Insurance against loss or damage to (i) equipment purchased in whole or in part
with funds provided under this Contract; (ii) the Consultants' property used in the
performance of the Services; and (iii) any documents prepared by the Consultants
in the performance of the Services.
3.6 Consultants Action Requiring Client's Prior Approval
(c) The Consultants shall also clear with the Client, before commitment on any
proposed action regarding the following.
i) Issuing Variation Order in respect of:
A. Additional items of work as determined to be necessary for the execution of
the project.
 B. Any new item of the work not envisaged in the Contract and which is
determined to be necessary for the execution of the project.

ii) Claims from the Contractor for extra payment with full supporting details and
Consultants recommendations, if any, for settlement.
iii) Any nominated sub-contracts
iv) Any action under terms of Performance Guarantee or Insurance Policy.
v) Any Action affecting the costs under88the following clauses of Conditions of
Contract of the Works Contract, if any:-
A. Adverse physical conditions and artificial obstructions.
B. Suspension of works.
C. Liquidated damages.
D. Certificate of completion of works.
E. Defects liability certificate.
F. Forfeiture
G. Special risks
H. Frustration.
vi) Final measurement statement.
vii) Release of retention money.
viii) Taking any action under a civil works contract designating the Consultants' as
'Engineer' for which action, pursuant to such civil works contract, the written
approval of the Client as Employer is required.

3.8 Documents prepared by the Consultants to be the Property of the Client.

The Consultants shall not use these documents for purposes unrelated to this Contract
without the prior written approval of the Client or the other Party, as the case may be.

5.1 Assistance, Co-ordination and Approval.

5.1.1 Assistance
(a) The last sentence in this sub-para of GC is substituted as under:-
The Client shall make available within two (2) weeks from the Commencement
Date, the documents namely.
i. Studies carried out by86
various agencies within the Project area,
ii. PC-I Proforma approved, and
iii. Any other Project related data/reports/study available with or through
Wapda.
 This list could be supplemented subsequently, if required, through mutual
agreement.
(e) Substitute the existing sub-para as under;
Provide to the Consultants, Sub-Consultants and Personnel, other assistance and
exemptions as follows:
i. In-house capabilities of HESCO formations, particularly for surveys and
investigations,
ii. Available documentation/data/studies/report, assistance in collecting
additional data/reports for carrying out further requisite
investigations/studies and logistics as per items of direct costs indicated in
Form 5 of Annex-5, and
iii. Experienced HESCO counterpart personnel for supervision of the contract
works under the technical/administrative control of the Consultants.
This list could be supplemented subsequently, if required, through agreement.

5.1.2 Co-ordination
5.1.2(a)The "other concerned organization" as mentioned under this sub-clause in GC means
"the other departments and agencies which are found to be involved during execution of
the project".

5.1.3 Approvals
The Client shall accord approval of the documents immediately but not later than four (4)
weeks from the date of their submission by the Consultants.

6.1 Lump Sum Remuneration

6.2 Contract Price

The amount in foreign currency is ...........

The amount in local currency is Pakistani Rupees.............
6.3 Terms and Conditions of Payment
Payment shall be made according to the following schedule:

No. Description % of Contract Price

Initial Stage Advance payment upon signing of 10%

Contract Agreement
Preparation of bidding document,
Stage I detailed lay put plan and structural 25%
design

Approval of lay out plan and

Stage II structural design and Preparation of 25%
TORs for contractor and award of
Contract

Execution and detailed supervision

Stage III 40%
of construction work

1. The Consultants fee will be linked to the physical progress of work and the
completion period mentioned in the letter of Award of the Client unless the delay is
caused by an action or inaction of the Client or due to the reasons covered under the
provisions of Force Majeure as mentioned in the bidding documents.

2. The first payment shall be made against the provision by the Consultant of an advance
payment guarantee for the same amount, and shall be valid for the period stated in SC-
2.4, such guarantee shall be in the form set forth in Appendix-H

3. For stage I& II, the consultant shall be paid in 3 installments for each stage subject to
satisfactory completion of respective works.

4. On satisfactory performance of the services pertaining to stage III, the payment to the
Consultant shall be made in proportion to the work done at site (at least 10% of new
work) and paid to the contractor. Such payments shall be made until 90% of the
payable amount has been disbursed. The remaining 10% shall be released at the time
of completion of the stage III.
 5. 10% of cash running payments shall be withheld by the Client as a security deposit.
This amount shall be released after expiry of the maintenance period of the contract.

6.4 Period of Payment

(a) The time period for advance payment shall be ........................( ) days after signing
of Contract Agreement by both the Parties. (Fill in the time period e.g. thirty (30)
days).

6.5 Delayed Payments

Financing charges are as under:

(i) for foreign currency = ------- percent (___%) per annum

(ii) for local currency = eight percent (8%) per annum.

6.7 Consultants Entitlement to Suspended Services.

Deleted.

8.2 Dispute Settlement

Add the sentence The venue of Arbitration shall be at Lahore Pakistan at the end
of 1st para in line 5.

.
 Appendix A

Description of the Services

[Give detailed descriptions of the Services to be provided, dates for completion of various tasks,
place of performance for different tasks, specific tasks to be approved by Client, etc.]
 Appendix B

Reporting Requirements

Pursuant to Sub-Clause GC-3.7, the Consultants shall submit the following reports:

Production of site daily logs;

Production of a Site Manager's weekly report;

Review and provide comments to Client with respect to EPC Contractor progress
reports;

Assist in the preparation of the Client's monthly and other reports, as requested by
the Client;

Preparation of a monthly progress report with respect to those activities in which the
Engineer has been involved, including design review and schedule monitoring;

The Consultants shall also submit five (05) copies of the following reports:

1. Submission of survey investigation report

2. Submission of Tender Documents

3. Submission of Environmental Reports

4. Submission of reviewed/vetted Reports/Drawings

5. Submission of reviewed/vetted As Built Drawings

6. Submission of reviewed/vetted O&M Manual

7. Submission of reviewed/vetted all other reports provided by the Contractor as

Mentioned in TOR
 Appendix C

Key Personnel and Subconsultants

[List under: C-1 Title [and names, if already available], activities of job descriptions of
key Personnel to be assigned to work and staff-months for each.

C-2 List of approved Subconsultants (if already available); same

information with respect to their Personnel as in C-1.]
 Appendix D

Breakdown of Contract Price in Foreign Currency

[List here the elements of cost used to arrive at the breakdown of the Contract Price-foreign
currency portion:

1. Remuneration for various items on the basis of rates as mutually agreed.

2. Other reimbursable direct costs expenditure.

3. Total, remuneration and reimbursable direct costs expenditure = (1 + 2)

Note:

This appendix will exclusively be used for determining remuneration for Additional Services in
accordance with Sub-Clause GC 6.6.]
 Appendix E

Breakdown of Contract Price in Local Currency

[List here the elements of cost used to arrive at the breakdown of the Contract Price-local
currency portion:

1. Remuneration for various items on the basis of rates as mutually agreed.

2. Other reimbursable direct costs expenditure related to:

(a) Support staff, and work charged staff;

(b) Office expenditures related to:

(i) rentals;
(ii) furnishing and equipment;
(iii) operation and maintenance of office, office equipment and furniture, office
supplies.

(c) Transport including running and maintenance, and other associated costs;

(d) Travelling etc.

(e) Other costs

3. Total, remuneration and reimbursable direct costs expenditure = (1 + 2).

Note:

1. Each item of reimbursable direct costs expenditure shall be specified whether it is

payable on the basis of (a) lump sum monthly rate; or (b) reimbursement of actual
expenditures.

2. This appendix will exclusively be used for determining remuneration for Additional
Services in accordance with Sub-Clause GC 6.6.]
 Appendix F

Services and Facilities to be Provided by the Client

The Client shall make available the following Services and Facilities.

F-I. Services, Facilities and property to be made available to the Consultants by the
Client.
The Client shall make available to the Consultants and the Personnel, for the purposes of
the Services and free of any charge, the services, facilities and property described herein
at the times and in the manner specified hereunder.

a)
i. In-house capabilities of HESCO formations, particularly for surveys and
investigations included laboratory testing facilities

iii. Assistance in collection of additional data / studies / reports.

b)
i. Any other project related data / reports / study available with or through HESCO.

Lodging / Accommodation
a) In case family status accommodation provided to the Consultant's personnel,
according to availability in the Client's colonies. Then the house rent allowance of
such Consultant's personnel shall not be part of their billing rates.

b) For single status residences provided by the Client to the Personnel the rent shall
be charged at applicable WAPDA rates.

c) if requested by the Consultants, the Client shall provide lodge accommodation, if

available, to all personnel of the Consultants when on visit to various parts o the
Project area or any other station where such facilities or the lodge accommodation
of the Client exists (and provide that the personnel of the Consultants visit that
place in connection with the Project) under the same terms and conditions as the
Client's staff is entitled.
F.II Professional and Support Counterpart Personnel to be made available to the
Consultants by the Client
The Client shall make available to the Consultants, experienced WAPDA
counterpart Personnel to work on various aspect of the study under technical /
administrative control of the Consultants, on deputation/secondment in pursuance
of the Authority's rules as being practiced in consultancy agreements on existing
WAPDA Projects, detail as under:

MANPOWER REQUIREMENT OF WAPDA STAFF

Sr Description Basic Pay No of No of Total

No Scale Post Month Man
s Months
C WAPDA COUNTERPART
STAFF
Sr Engineer
1 (Civil/Elect./Mech) BPS-18 3 18 54
Jr. Engineer
2 (Civil/Elect./Mech) BPS-17 3 18 54
Sub Engineer
3 (Civil/Elect./Mech) BPS-11 3 18 54
TOTAL 9 162
 Appendix G

(INTEGRITY PACT)

DECLARATION OF FEES, COMMISSION AND BROKERAGE ETC.

PAYABLE BY THE SUPPLIERS OF GOODS, SERVICES & WORKS IN
CONTRACTS WORTH RS. 10.00 MILLION OR MORE

Contract No.________________ Dated __________________

Contract Value: ________________
Contract Title: _________________

[name of Supplier] hereby declares that it has not obtained or

induced the procurement of any contract, right, interest, privilege or other obligation or benefit
from Government of Pakistan (GoP) or any administrative subdivision or agency thereof or any
other entity owned or controlled by GoP through any corrupt business practice.

Without limiting the generality of the foregoing, [name of Supplier] represents and warrants that
it has fully declared the brokerage, commission, fees etc. paid or payable to anyone and not
given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan
either directly or indirectly through any natural or juridical person, including its affiliate, agent,
associate, broker, consultant, director, promoter, shareholder, sponsor or subsidiary, any
commission, gratification, bribe, finders fee or kickback, whether described as consultation fee
or otherwise, with the object of obtaining or inducing the procurement of a contract, right,
interest, privilege or other obligation or benefit in whatsoever form from GoP, except that which
has been expressly declared pursuant hereto.

[name of Supplier] certifies that it has made and will make full disclosure of all agreements and
arrangements with all persons in respect of or related to the transaction with GoP and has not
taken any action or will not take any action to circumvent the above declaration, representation or
warranty.

[name of Supplier] accepts full responsibility and strict liability for making any false declaration,
not making full disclosure, misrepresenting facts or taking any action likely to defeat the purpose
of this declaration, representation and warranty. It agrees that any contract, right, interest,
privilege or other obligation or benefit obtained or procured as aforesaid shall, without prejudice
to any other rights and remedies available to GoP under any law, contract or other instrument, be
voidable at the option of GoP.

Notwithstanding any rights and remedies exercised by GoP in this regard, [name of Supplier]
agrees to indemnify GoP for any loss or damage incurred by it on account of its corrupt business
practices and further pay compensation to GoP in an amount equivalent to ten time the sum of
any commission, gratification, bribe, finders fee or kickback given by [name of Supplier] as
aforesaid for the purpose of obtaining or inducing the procurement of any contract, right, interest,
privilege or other obligation or benefit in whatsoever form from GoP.

Name of Buyer: Name of Seller/Supplier:

Signature: Signature:
[Seal] [Seal]
 FORM OF BANK GUARANTEE FOR ADVANCE PAYMENTS

[Note: See Clause SC 6.3. The Client should insert here an acceptable form of a bank
guarantee. An example is set forth as below.]

To: [name of Client]

[address of Client]
[name of Contract for Consultants Services]

Gentlemen;

In accordance with the provisions of Clause SC 6.3 of the above mentioned Contract (hereinafter
called the Contract) [name and address
of Consultants] (hereinafter called the Consultants) shall deposit with
[name of Client] a bank guarantee to
guarantee their proper and faithful performance under the said provisions of the Contract in
an amount [amount of Guarantee] ( ) [in words].

We, the [bank of financial institution], as instructed by the

Consultants, agree unconditionally and irrevocably to guarantee as primary obligor and not as
Surety merely, the payment to [name of
Client] on his first demand without whatsoever right of objection on our part and without his first
claim to the Consultants, in the amount not exceeding
[amount of Guarantee] ( ) [in
words].

We further agree that no change or addition to or other modification of the terms of the Contract
which may be made between [name of Client] and
the Consultants, shall in any way release us from any liability under this guarantee, and we
hereby waive notice of any such change, addition or modification.

This guarantee shall remain valid and in full effect from the date of the advance payment under
the Contract until [name of
Client] receives full repayment of the same amount from the Consultants.

Yours truly,

Signature and Seal:

Name of Bank/Financial Institution:
Address:
Date:

*An amount is to be inserted by the bank of financial institution as specified in Clause SC 6.3.