‘TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL. 2015 ‘THE INDIAN FILM COMBINE PVT. LTD. PROPOSED DEVELOPMENT AT MAKER MAXITY, BANDRA-KURLA COMPLEX, MUMBAI, INDIA Tender for DESIGN, SUPPLY, INSTALLATION & TESTING OF FAGADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB. Volume II Section 5: Subcontract Agreement IFCL/MM/R & C/T7 ‘M/s The Indian Film Combine Pvt. Ltd. April 2015 Maker Tower ‘F,'1st Floor, 85, Cuffe Parade, Mumbai - 400 005 ‘THE INDIAN FILM COMBINE PVT LTD. ‘TD Ref: IFCLIMWR & C/T7 Page 3 of 157,‘TENDER DOCUMENT FAGADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB. APRIL 2015 SUBCONTRACT AGREEMENT ‘This Agreement is made this__day of 2015 By and between SHAPOORJI PALLONJI & CO. PVT. LTD., a company incorporated under the Indian Companies Act, 1956 having its Registered Office at 70, Nagindas Master Road, Fort, Mumbai 400 023 and regional office at Contractor Building, Basement, Ramjibh Kamani Marg, Ballard Estate, Mumbai 400 038 (hereinafter called the “Contractor” which expression shall, unless repugnant to the context or meaning thereof, include its successors in interest and permitted assigns) of the one part, and ,@ company incorporated under the indian Companies Act, 1956 having its registered office at ___ and regional office at (hereinafter called the “Subcontractor” which expression shall include its successors and Permitted assigns) of the other part. The Contractor and the Subcontractor are hereinafter referred to, individually as a ‘Party’ and collectively as the ‘Parties’. WHEREAS the Contractor is desirous that certain Subcontract Works should be executed by the Subcontractor, known as design, supply, installation,& testing of Facade System for Retail Mall & Membership Club at Maker Maxity Mumbai, India and has accepted the Subcontractor’s Offer for the execution, procurement, completion, maintenance and guarantee of these Subcontract Works and the remedying of any defects therein. NOW THIS SUBCONTRACT AGREEMENT WITNESSETH AS FOLLOWS: 1. In this Subcontract Agreement, words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Subcontract hereinafter referred to, 2. The following documents constitute the Subcontract and shall be read and construed as part of this Subcontract Agreement: 2.1, The Contractor's Letter of Acceptance dated . 2.2, The Appendix To Subcontractor’s Offer enclosed with the Letter of Subcontractor’s Offer dated 2.3, The Project Subcontracting Arrangement; 2.4, ‘The Conditions of Subcontract (consisting of the General Conditions and the Particular Conditions and Annexes); 2.5. The Subcontract Specifications; 2.6, The Subcontract Drawings; 2.7. ‘The Subcontract Schedules and any other documents covered by the definition of Subcontract; ‘THE INDIAN FILA COMBINE PVT LTD. ‘TD Ref: IFCLMM/R & C/T7 Page 4 of 157‘TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 2.8. The Letter of Subcontractor's Offer dated 3. In consideration of the Subcontract Price to be paid by the Contractor to the Subcontractor, the Subcontractor hereby covenants with the Contractor to Supply, install, test, commission, maintain and guarantee the Subcontract Works and remedy any defects therein, in all respects in accordance with the provisions of the Subcontract. 4, The Contractor hereby covenants to pay to the Subcontractor, in consideration of the design, supply, installation & testing, maintenance and guarantee of the Subcontract Works and the remedying of defects therein, the Subcontract Price at the times and in the manner prescribed by the Subcontract. In Witness whereof the parties hereto have caused this Subcontract Agreement to be executed the day and year first written hereinabove and affixed their common seal in accordance with their respective Articles of Association. SIGNED by: (Name of Authorised Signatory) (Signature) for and on behalf of the Contractor In the presence of Names an Address: SIGNED by: (Name of Authorised Signatory) (Signature) for and on behalf of the Subcontractor In the presence of Name: . ‘THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCL/MMVR & C/T7 Page 5 of 157‘TENDER DOCUMENT « FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 ‘THE INDIAN FILM COMBINE PVT. LTD. PROPOSED DEVELOPMENT ‘AT MAKER MAXITY, BANDRA-KURLA COMPLEX, MUMBAI, INDIA Tender for DESIGN, SUPPLY, INSTALLATION & TESTING OF FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB Volume I Section 6: Conditions of Subcontract IFCL/MMVR & C/T7 M/s The Indian Film Combine Pvt. Ltd. April 2015 Maker Tower ‘F,'1st Floor, 85, Cuffe Parade, Mumbai - 400 005 THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCLIMM/R & C/T7 Page 6 of 157‘TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB. APRIL 2015 ‘THE INDIAN FILM COMBINE PVT. LTD. PROPOSED DEVELOPMENT. AT MAKER MAXITY, BANDRA-KURLA COMPLEX, MUMBAI, INDIA Tender for DESIGN, SUPPLY, INSTALLATION & TESTING OF FAGADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB Volume I Section 6: Conditions of Subcontract a. General Conditions IFCL/MM/R & C/T7 ‘M/s The Indian Film Combine Pvt. Ltd. April 2015 ‘Maker Tower ‘F,”1st Floor, 85, Cuffe Parade, ‘Mumbai - 400 005 ‘THE INDIAN FILM COMBINE PVT LTD. Page 7of (57 TD Ref: IFCL/MW/R & C/T7‘TENDER DOCUMENT. FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB. APRIL 2015 GENERAL CONDITIONS The General Conditions for the purpose of this tender shall comprise the “General Conditions“, which form part of the “Conditions of Subcontract for Construction“ For Building And Engineering Works Designed By The Employer, First Edition 2011 published by the Fédération Internationale des Ingénieurs- Conseils (FIDIC). ‘THE INDIAN FILM COMBINE PVT LTD. Page 8 of 157 TD Ref: IFCL/MM/R & C/T7‘TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB. APRIL 2015 THE INDIAN FILM COMBINE PVT. LTD. PROPOSED DEVELOPMENT AT MAKER MAXITY, BANDRA-KURLA COMPLEX, MUMBAI, INDIA Tender for DESIGN, SUPPLY, INSTALLATION & TESTING OF FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB Volume Il SECTION 6: Conditions of Subcontract b. Particular Conditions IFCL/MAVR & C/T7 Ws The Indian Film Combine Pvt. Ltd. April 2015 Maker Tower ‘F,"1st Floor, 85, Cuffe Parade, Mumbai - 400 005 ‘THE INDIAN FILM COMBINE PVT LTD. Page 9 of 157 ‘TD Ref: IFCLIMW/R & C/T7‘TENDER DOCUMENT A RETAIL MAL APRIL 20: Particular Conditions ‘The Conditions of Subcontract comprise: (1) the “General Conditions”, which form part of the “Conditions of Subcontract for Construction” for Building and Engineering works designed by the Employer First Edition 2011 published by the Fédération Internationale des. Ingénieurs-Conseils (FIDIC) and (ii) the following “Particular Conditions”, which include amendments and additions to such General Conditions. Sub-Clause 1 Subcontract Definitions Replace the word “enti word “titled”, led” in the Sub-Clause 1.1.3 by the ‘Amend the definition of “Contractor's Letter of Acceptance” in Sub-Clause 1.1.6 such that it reads as follows: “"Contractors Letter of Acceptance” means the document titled Contractor’s Letter of Acceptance, signed by the Contractor, confirming its acceptance of the Letter of Subcontractor’s offer, including any annexed memoranda comprising agreements between and signed by both Parties.” Replace the word “entitled” word “titled”. the Sub-Clause 1.1.10 by the Delete the Sub-Clause 1.1.12 Add a new Sub-Clause 1.1.15A as follows: ““Project Subcontracting Arrangement” means the document titled ‘project subcontracting arrangement’ prepared by the Employer and provided to the Contractor and Subcontractor.” ‘Amend the definition of “Subcontract” in Sub-Clause 1.1.16 such that it reads as follows: Subcontract” means the Subcontract Agreement, the Contractor’s Letter of Acceptance, the Appendix to Contractor's Offer, the Project Subcontracting Arrangement, the Conditions of Subcontract, the Subcontract Drawings, the Subcontract Specifications, ‘the Subcontract Schedules, the Letter of Subcontractor’s Offer and the further documents (if any) which are listed in the Subcontract Agreement or in the Contractor's Letter of Acceptance.” Amend the definition of “Subcontract Agreement” in Sub- Clause 1.1.17 such that it reads as follows: tubcontract Agreement” means the subcontract agreement entered into between the Contractor and the Subcontractor in accordance with Sub-Clause 1.9 [Subcontract Agreement].” Replace the definition of “Subcontract Bill of Quantities” in the Sub-Clause 1.1.18 by the definition of “Subcontract Schedules” such that it reads as follows: THE INDIAN FILM COMBINE ‘TD Ref: IFCL/MW/R & C/T PVT LTD. Page 10 of 157‘TENDER DOCUMENT. FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB ‘APRIL 2015 “Subcontract. Schedules” means the documents(s) titled schedules referred to in the Letter of Subcontractor’s Offer. ‘Such document includes the price schedule - Bill of Quantities, data, lists, day work schedule and schedule of rates and / or prices.” Delete the Sub-Clause 1.1.20. Amend the definition of “Subcontract Drawings” in Sub-Clause 4.1.22 such that it reads as follows: “Subcontract Drawings’ means the drawings of the Subcontract Works and any additional and/or modified drawings issued by or approved by (as the case may be) the Contractor in accordance with the Subcontract.” - Amend the definition of “Subcontract Price” in Sub-Clause 1.1.26 such that it reads as follows: “subcontract Price” means the price described in Sub-Clause 14.1 [The Subcontract Price], as adjusted from time to time in accordance with the Subcontract.” Replace the word “Annex F” in the Sub-Clause 1.1.27 by the word “Annex B”. ‘Add a new Sub-Clause 1.1.27A as follows: ubcontract Qualifying Cause of Delay” means: (a) the delay caused by a Variation, unless an adjustment to the Time for Completion has been agreed under the Main Contract Clause 13.3 [Variation Procedure], (b) a cause of delay specified in the Main Contract Clauses 1.9, 1.13, 2.1, 7.4, 8.9 and 16.1, (c) the delay caused by a Subcontract Variation, or (d)__ any delay or prevention solely caused by the Contractor unless such delay or prevention is due to a breach by the Subcontractor of 1ts obligation.”” Amend the definition of “Subcontract Section” in Sub-Clause 1.1.28 such that it reads as follows: subcontract Section” means a part of the Subcontract Works identified as interim progress milestone(s) and as stated in the ‘Appendix to Subcontractor’s Offer.” ‘Amend the definition of “Subcontract Time for Completion” in Sub-Clause 1.1.31 such that it reads as follows: “subcontract Time for Completion” means: (a) in case of the Subcontract Works, the time for completing the Subcontract Works as stated in the Appendix to the Subcontractor’s Offer (with any ‘THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCLIMW/R & C/T7 Page 11 of 157‘TENDER DOCUMENT FAGADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 ‘extension under Sub-Clause 8.4 [Extension of Subcontract Time for Completion]), calculated from the Subcontract Commencement Date, and (b) in case of Subcontract Sections, the time for completing the Subcontract Section as stated in the Appendix to the Subcontractor’s Offer (with any extension under Sub- Clause 8.4 [Extension of Subcontract Time for Completion]), calculated from the Subcontract Commencement Date.” Replace the word “under” in the Sub-Clause 1.1.32 by the words “in accordance with”. Delete the words “required for the execution and completion of these permanent works” in Sub-clause 1.1.33 after the words-| “Subcontractor’s temporary works”. ‘Add the words “and shall be deemed to include any work which is necessary to satisfy the requirements of applicable Laws, or is implied by the Subcontract, and all works which (although not expressly mentioned in the Subcontract) are necessary for stability or for the completion, or safe and proper use and operation of the Subcontract Works” in Sub-Clause 1.1.33 after the words “as appropriate”. Replace the words “(if any) supplied by the Subcontractor under the Subcontract” in the Sub-Clause 1.1.35 by the words “, including the technical submittals as described in the Subcontract, prepared by or on behalf of, or supplied by the Subcontractor for the purposes of the Subcontract Works and which shall form part of the Contractor's Documents under the ‘Main Contract”, Replace the words “Subcontract Works” in Sub-Clause 1.1.36 by the word “Works”. Delete the words “and the remedying of any defects. Subcontractor’s Equipment excludes the — Subcontractor’s temporary works, the Contractor's Equipment (if any), the Employer’s Equipment (if any), the Subcontract Plant, materials and anu other things intended to form or forming part of the Permanent Works” in Sub-Clause 1.1.36 after the word “Subcontract Works”. ‘Add the words “or engages” in Sub-Clause 1.1.38 after the word “Utilizes”. Sub-Clause 1.3 Subcontract Interpretation ‘Add the following new Sub-paragraphs after Sub-paragraph (@): (h) the words “include” and “including” (or any derivative of these words) are not words of limitation; (i) a reference to Law or any provisions thereof is to that Law or provision as amended, re-enacted or replaced ‘THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCL/MWR & C/T7 Page 12 of 157‘TENDER DOCUMENT. FAC FOR RETAIL MALL, \BERSHIP CLUB. APRIL 2015 ‘and includes any subordinate legislation issued under the Law; Gj) where the Contractor is required to exercise a discretion, such discretion is an absolute discretion and does not need to be exercised for the benefit of the Subcontractor or Subcontractor’s Personnel; (K) a rreference to a document or an agreement (including ‘the Subcontract) is to that document or agreement as amended, supplemented, replaced or novated from time to time, (unless specified otherwise, a reference to Subcontractor’s obligations include corresponding obligations of the relevant Subcontractor’s Personnel.” ‘Sub-Clause 1.4 ‘Amend the Sub-Clause such that it reads as follows: — “Wherever these Conditions of Subcontract provide for the aiving or fssuing of approvals, certificates, consents, notices and Priority of Subcontract Documents Subcontract request, these communications shall be in writing and comply ‘Communications with the following provisfons. ‘A communication shall be deemed to have been given and received: (a) if addressed or delivered to the address and person mentioned in the Appendix to Subcontractor’s Offer; and (b) if it is hand detivered, against receipt, (©) if itis detivered or sent by fax or email: (i) by 6.00pm (local time fn the place of receipt) on a working day - on that day; or (ii) after 6.00pm (local time in the place of receipt) on a ‘working day, or on a day that is not a working day then on the next working day; and (d) if, it is sent by registered post within India, five days after posting.” - - Replace the following words in the first paragraph: Sub-Clause 1.5| “For the purposes of interpretation the priority of the documents forming the Subcontract shall be as follows: (1) The Subcontract Agreement (if any); (2) The Contractor's Letter of Acceptance (if any); @) The Letter of Subcontractor's Offer; (4) The Particular Conditions of Subcontract and Annexes, except any part of any Annex that is referred to elsewhere in this listed priority of Subcontract documents; | 5) The General Conditions of Subcontract; ‘THE INDIAN FILM COMBINE PVT LTD. ‘TD Ref: IFCLIMW/R & C/T7 Page 13 of 157‘TENDER DOCUMENT. FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 Sub-Clause 1.7 Joint and Several Liability under the Subcontract Add the word “, partnership” after the word “consortium”. © __ The Subcontract Specification; (7) The Subcontract Drawings; , (8) The Subcontract Bill of Quantities and other schedules of Fates and prices In the Subcontract, including the day work schedule (if any) and schedule of payments (if any); and (9) Any other document forming part of the Subcontractor's Offer as accepted by the Contractor, and listed in the Contractor's Letter of Acceptance” by the following words: “it there is any ambiguity or discrepancy between such documents, the document which prescribes or requires the highest standard or quality takes precedence and the Subcontractor shall comply with the highest standard or quality specified, or shall perform the more specific obligation. If the ambiguity or discrepancy still remains unresolved, the documents shall be construed in the following sequence: {a) the Subcontract Agreement, (b) the Contractor's Letter of Acceptance, (c)the Appendix to Subcontractor’s Offer, (d)the Project Subcontracting Arrangement, (e)the Particular Conditions of Subcontract, (f) the General Conditions of Subcontract, (g) the Subcontract Specifications, | (h)the Subcontract Drawings, (i) the Subcontract Schedules, and any other documents forming part of the Subcontract, and Gi) the Letter of Subcontractor’s Offer.” Replace the word “an” in the second paragraph by the word “ony”, Delete the word “any” after the word “issue” and before the word “necessary”. ‘Add the words “which shall be binding on the Subcontractor” after the word “Instruction” in the second paragraph. ‘Add the words “, in the Letter of Subcontractor’s Offer,” in Sub-paragraph 1.7(b) after the word “Party” and before the word “of”. Sub-Clause 1.8 Subcontract Laws and Language Replace the word “law” in the first paragraph with the word Replace the words “the country (or other jurisdiction) which governs the Main Contract” in the first paragraph with the word “India”. THE INDIAN FILA COMBINE PVT LTD. TD Ref: IFCL/MWVR & C/T7 Page 14 of 157‘TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 Replace the words “the ruling language and the language for ‘communications of the Main Contract” in the second paragraph with the word “English”, Sub-Clause 19 Subcontract Agreement Replace the word “a” after the word “ “the”. cecute” by the word Replace the number “28” with the number “14”, ‘Add the words “and performance of” after the words “entry into”. Replace the word “Contractor” after the words “borne by the” by the word “Subcontractor”. Sub-Clause 2.4 ‘Subcontractor’s Knowledge of Main Contract Delete the following words in the first paragraph: “The Contractor shall make all the documents of the Main Contract available to the Subcontractor for inspection, save that the Subcontractor shall have no right to inspect the Contractor's prices as stated in the Main Contract and the confidential parts of the Main Contract listed in Part A of Annex AY Delete the words “Appendix to the Tender of the” before the words “Main Contract” in the first paragraph. Delete the following words in the first paragraph: “together with the Particular Conditions of the Main Contract and details of any other contractual provisions which apply to the Main Contract and differ from the General Conditions of the Main Contract”. Delete the following words in the first paragraph: “If so requested by the Subcontractor, the Contractor shall Provide the Subcontractor with a true copy of the Main Contract. (except the Contractors prices and the confidential parts of the Main Contract listed in Part A of Annex A, at the cost of the Subcontractor who may make or request further copies at his own cost.” Delete the words “relevant provisions of the” before the words “Main Contract” in the first paragraph. ‘Sub-Clause 2.2 Compliance with Main Contract Replace the word “sub-paragraphs” by the word “sub- paragraph” in Sub-Clause 2.2 (ii Delete the words “(d) and” in Sub-Clause 2.2 (iii). Replace the words “sub-paragraphs (a) and (b)” in Sub-Clause 2.2 (vi) by the words “sub-paragraphs (a), (b) and (c)”. ‘THE INDIAN FILM COMBINE PVT LTD. ‘TD Ref: IFCLIMM/R & C/T7 Page 15 of 157‘TENDER DOCUMENT FACADE SYSTEM FOR RETAII IL MALL @ MEMBERSHIP CLUB APRIL 2015 Delete the words “sub-paragraph (a) of” in Sub-Clause 2.2(viil). Delete the words “Part B of” in Sub-Clause 2.2(xi), Replace the words “defects in such good time and in such a manner” in the second paragraph by the words “defects therein in such time and such manner”. Delete the word “otherwise” after the word “monies” in the third paragraph. Sub-Clause 2.4 Rights, Entitlements and Remedies under ‘Main Contract Delete the words “and the Contractor shall take all reasonable steps to secure from the Employer (including the Engineer) such rights, entitlements and remedies” in the first paragraph. ‘Sub-Clause 3.2 Access to the Site | Sub-Clause 3.3 Contractor's Claims in connection with the Subcontract. ‘Amend the first paragraph such that it reads as follows: “The Contractor shall give to the Subcontractor access to enter and work upon such portions of the Site as may be required to enable the Subcontractor to proceed with execution of the Subcontract works in accordance with the Subcontract Programme pursuant to Sub-Clause 8.3 [Subcontract Programme] provided that the Contractor himself has a License to enter those portions of the Site in accordance with the Main Contract.” Delete the word “reasonably” in the second paragraph, Delete the words “pay financing charges (at the rate referred to in Sub-Clause 14.9 (Delayed Payment under the Subcontract)) and shall” before the word “indemnify” in the fourth paragraph. Sub-Clause 4.1 Subcontractor’s |General Obligations —_| Sub-Clause 4.2 Subcontract Performance Security Replace the number “28” by the number “14”, Replace the words “Annex D” in the second paragraph by the words “Project Subcontracting Arrangement”. Replace the words “The Subcontract Performance Security shall be in a similar form to that of the Performance Security under the Main Contract or in the form that may be agreed between the Contractor and the Subcontractor, and shall be issued by an entity and from within a country (or other jurisdiction) approved by the Contractor which approval shall not be unreasonably withheld or delayed.” ‘THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCLINMUR & C/T7 Page 16 of 157‘TENDER DOCUMENT IE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB 15 by the words “The Subcontract Performance Security shall be in a similar form to that of the Performance Security under the Main Contract, and shall be issued by a non -cooperative scheduled bank in India." ‘Sub-Clause 4.4 Subcontractor’s Documents Delete the words “, save that the Subcontractor shall retain the copyright and other intellectual property rights in the Subcontractor’s Documents.” Add the words “and 1.11 [Contractor's Use of Employer's Documents]” before the words “shall apply”. Sub-Clause 5.1 Assignment of Subcontract Replace the words “if the Engineer instructs the assignment of the Subcontract under Main Contract Clause 4.5 (Assignment of Benefit of Subcontract), or” in Sub-Clause 5.1(b) with the following words “any assignment of the Subcontract pursuant to Main Contract Clause 5.6 (Assignment of Benefit of Subcontract), or”, Delete the words “under Main Contract Clause 15.2 {Termination by Employer}” in Sub-Clause 5.1(b). Add the words “under Main Contract Clause 16.3 [Cessation of Work and removal of Contractor's Equipment],” before the word “then”. Sub-Clause 6,2 Persons in the Service of Others Replace the first paragraph wit “The Subcontractor shall not solicit, induce, recruit, or attempt to solicit, induce or recruit, directly or indirectly any of the Contractor’s Personnel and / or Employer's Personnel at any time. The Subcontractor shall promptly notify the Contractor if any of the Contractor's Personnel and / or Employer's Personnel wishes to be employed or engaged as the Subcontractor's Personnel and shall not promise or offer any employment, whether temporary or permanent, al the Site or elsewhere, without prior written consent of the Contractor or the Employer as the case may be.” Replace the second paragraph with: “The Contractor shall not solicit, induce, recruit, or attempt to solicit, induce or recruit, directly or indirectly any of the Subcontractor’s Personnel at any time. The Contractor shall promptly notify the Subcontractor if any of the Subcontractor’s Personnel wishes to be employed or engaged as the Contractor's Personnel and shall not promise or offer any employment, whether temporary or permanent, at the Site or elsewhere, without prior written consent of the Subcontractor.” ‘THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCLINW/R & C/T7 Page 17 of 157‘TENDER DOCUMENT. FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 Delete the words “sub-paragraph (a) of in Sub-Clause 2.2(vii). Delete the words “Part B of” in Sub-Clause 2.2(xi). Replace the words “defects in such good time and in such a manner” in the second paragraph by the words “defects therein in such time and such manner”. Delete the word “otherwise” after the word “monies” in the third paragraph. Delete the words “and the Contractor shall take all reasonable steps to secure from the Employer (including the Engineer) such Sub-Clause 2.4 rights, entitlements and remedies” in the first paragraph. Rights, Entitlements and Remedies under Main Contract ‘Amend the first paragraph such that it reads as follows: Sub-Clause 3.2 “The Contractor shall give to the Subcontractor access to enter ‘Access to the Site and work upon such portions of the Site as may be required to enable the Subcontractor to proceed with execution of the Subcontract works in accordance with the Subcontract Programme pursuant to Sub-Clause 8.3 [Subcontract Programme] provided that the Contractor himself has a License to enter those portions of the Site in accordance with the Main Contract.” Delete the word “reasonably” in the second paragraph. Sub-Clause 3.3 Delete the words “pay financing charges (at the rate referred to in Sub-Clause 14.9 (Delayed Payment under the Subcontract) and shall” before the word “indemnify” in the fourth paragraph. Contractor’s Claims in connection with the Subcontract Replace the words “Annex D” in the second paragraph by the words “Project Subcontracting Arrangement”. Sub-Clause 4.1 Subcontractor’s General Obligations Replace the number “28” by the number “14” Sub-Clause 4.2 Replace the words “The Subcontract Performance Security shall be in a similar form to that of the Performance Security under the Main Contract or in the form that may be agreed between Subcontract the Contractor and the Subcontractor, and shall be issued by an Performance Security | entity and from within a country (or other jurisdiction) approved by the Contractor which approval shall not be unreasonably withheld or delayed.” ‘THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCL/MM/R & C/T7 Page 16 of 157‘TENDER DOCUMENT ¢ FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015, é Subcontract Works ‘specified, the Subcontract Commencement Date shall be the date falling 14 days after the date of Contractor's Letter of Acceptance. ‘The Subcontractor shall, subject to compliance with Sub-Clause 4.2. [Subcontract Performance Security] and Clause 18 [Subcontract Insurance], commence the execution of the Subcontract Works no later than 14 days from the Subcontract Commencement Date, and shall then proceed with the Subcontract Works with due expedition and without delay. ‘Sub-Clause 8.2 Subcontract time for Completion ‘Amend the Sub-Clause such that it reads as follows: “The Subcontractor acknowledges that time is of the essence and it shall complete the Subcontract Works, and each Subcontract Section, in accordance with Sub-Clause 10.1 [Completion of Subcontract Works} within the relevant Subcontract Time for Completion.” Sub-Clause 8.3 Subcontract Programme Replace the word “Annex F” in the first paragraph by the word “Annex B”. Amend the second paragraph such that it reads as follows: “The Subcontractor shall submit a detailed time programme for the execution of the Subcontract Works in three (3) copies to | the Contractor within 14 days of the date of Contractor’s Letter of Acceptance. Each programme shall be in NS Project or other similar computer based program in the form of linked bar charts showing the critical path and details of this initial programme shall fully comply with {a) the programming and reporting requirements of the Main Contract; and {b) the requirements set out in Part A of Annex B,” Delete the third paragraph. Sub-Clause 8.4 Extension of Subcontract Time for Completion “Amend the first paragraph such that 1t reads as follows: “The Subcontractor shall be entitled subject to Sub-Clause 20.2 [Subcontractor’s Claims] to an extension of the relevant Subcontract Time for Completion if and to the extent that completion of the Subcontract Works or any Subcontract Section is or will be delayed by any of the Subcontract Qualifying Causes of Delay.” ‘Add a new paragraph after the first paragraph as follows: “In assessing each claim for an extension of relevant Subcontract Time for Completion, the Contractor shall: (i) not grant an extension where more than one event causes concurrent delays and the cause of at least one of __those events is not a Subcontract Qualifying Cause of ‘THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCLIMMR & C/T? Page 19 of 157TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 Delay; and (ii) take into account any acts, omissions or defaults of the Subcontractor in preventing or mitigating the Subcontract Qualifying Causes of Delay.” Sub-Clause 8.5 ‘Subcontract Progress Report Replace the words “sub-paragraphs (a) to (h)” by the words “sub-paragraphs (a) to (\)”. Delete the word “inclusive” in the last sentence. ‘Sub-Clause 8.6 ‘Suspension of Subcontract Works by the Contractor Sub-Clause 8.7 Subcontract Damages for Delay Delete the words “reason or” before the word “reasons” in the first paragraph. Replace the following words in the first paragraph: “Main Contract Clause 8.9 [Consequences of Suspension], Main Contract Clause 8.10 [Payment for Plant and Materials in Event of Suspension], and Main Contract Clause 8.11 [Prolonged Suspension] shall apply to the suspended Subcontract Works unless the cause of the suspension is the responsibility of the Subcontractor” by the words “Main Contract Clause 8,9 [Consequences of Suspension], Main Contract Clause 8.10 [Payment for Plant and Materials in Event of Suspension], and Main Contract Clause 8.11 [Prolonged Suspension] and Main Contract Clause 8.12 [Resumption of Work] shall apply mutatis mutandis to the suspended Subcontract Works unless the cause of the suspension is the responsibility of the Subcontractor. Delete the last sentence of the first paragraph which reads as follows: “Main Contract Clause 8.12 [Resumption of Work] shall apply to any suspended Subcontract Works unless the cause of the suspension is the responsibility of the Subcontractor. “Amend the Sub-Clause such that it reads as follows: “if the Subcontractor fails to comply with Sub-Clause 8.2 [Subcontract Time for Completion}, the Subcontractor shall pay to the Contractor damages for delay calculated at the rate or fates stated in the Appendix to Subcontractor’s Offer ("Subcontract Damages for Delay”) for such default for every week or part of the week which shall elapse: (a) in case of the Subcontract Works, between the relevant Subcontract Time for Completion and the date of completion of Subcontract Works in accordance with the THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCL/MWR & C/T7 Page 20 of 157‘TENDER DOCUMENT. FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB. APRIL 2015 ‘Subcontract Sub-Clause 10.1 [Completion of Subcontract Works}, and (b) in case of the Subcontract Section, between the relevant Subcontract Time for Completion and the date of actual completion of Subcontract Section in accordance with the Subcontract. If the Subcontract Section 2 specified in Appendix to Subcontractor's Offer is completed in relevant Subcontract Time for Completion, then the Subcontract Damages for Delay levied earlier for Subcontract Section 1 shall be refunded. ‘The Subcontractor acknowledges that the Subcontract Damages for Delay are a genuine pre-estimate of loss that will be incurred by the Contractor as a result of the aforesaid failure by the Subcontractor to adhere to the Subcontract Time for Completion, such damages are reasonable and do not constitute @ penalty. The Subcontractor shall not dispute the reasonableness of such damages. The Subcontract Damages for Delay shall not relieve the Subcontractor from its obligation to complete the Subcontract Works and the Subcontract Section within the relevant Subcontract Time for Completion, or from any other duties, obligations or responsibilities which it may have under the Subcontract. For the avoidance of doubt, if the Subcontractor has failed to complete the Subcontract Works, or any Subcontract Section within the relevant Subcontract Time for Completion, the Contractor may (in its absolute discretion) allow additional time to complete the Subcontract Works, or the Subcontract Section (as the case may be). Grant of such additional time to the Subcontractor or approval of revisions to the Subcontract Programme shall not affect the Contractor's right to Subcontract Damages for Delay or any other rights. However, the total amount due to the Contractor under this Sub-Clause shall not exceed the maximum amount of Subcontract Damages for Delay (if any) stated in the Appendix to Subcontractor’s Offer.” ‘Sub-Clause 10.2 ‘Taking-Over Subcontract Works Replace the first word “Where” in the first paragraph by the words “Unless otherwise specified in Annex C for taking-over of the Subcontract Works by the Contractor before taking over by the Employer under the Main Contract, if”. Delete sub-paragraph (b) in the first paragraph, ‘Add anew paragraph after the first paragraph such that it reads as follows: ‘THE INDIAN FILM COMBINE TD Ref: IFCLIMNVR & C/T7 PVT.LTD. Page 21 of 157‘TENDER DOCUMENT STE ERSHIP 2015 “Until the taking-over of Subcontract Works in accordance with the aforesaid paragraph, the Subcontractor shall continue to be responsible for care of the Subcontract Works.” ‘Add the words “is on account of causes attributable to” in the last paragraph after the words “Subcontract Works is". Replace the words ““Contractor’s responsibility” in the last paragraph by the word “Contractor”. Sub-Clause 10.3 Taking Over by the Contractor Delete this Sub-Clause. Sub-Clause 11.1 ‘Subcontractor’s Obligations Taking-Over after Delete the words “Completion of Outstanding Work and” in the first, second and fourth paragraphs. ‘Add the words “, and” before the words “Main Contract Clause 11.7” in the first paragraph. Replace the words “Right of” in the first paragraph by the word “Permitted”. Delete the words “, and Main Contract Clause 11.8 [Contractor to Search)” in the first paragraph. ‘Add the words “mutatis mutandis” after the word “apply” in the first paragraph. Replace the words “sub-paragraph (b) of” in the second and fourth paragraphs by the word “the”. Replace the word “Plant” ii paragraph by the word “Good: sub-paragraph (i) of the second Replace the words “responsibility of” in the third paragraph by the words “attributable to” Add the word “and” after the words “[Removal of Defective Work]” in the third paragraph. Delete the words “and 11.8 [Contractor to Search]” in the third paragraph. Sub-Clause 11.2 ‘Subcontract THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCL/MNVE Defects RR CITT Replace the words “attributable to a Subcontractor default” in | the second paragraph by the words “attributable to the Subcontractor’ Page 22 of 157TENDER DOCUMENT FAGADE SYSTEM Fi MEMBERSHIP CLUB APRIL 2015 Sub-Clause 12.2 Quantity Estimated and Quantity Executed Replace the words “Bill of Quantities, or other schedule of rates and prices in the Subcontract,” in the first and second paragraphs by the words “Schedules,” Sub-Clause 12.3 Evaluation under the Replace the words “Subcontractor in an endeavour to reach agreement on the Subcontract Price” in the first paragraph by the words “Subcontractor to agree on the adjustments to be made to the Subcontract Price”. ‘Amend the sub-paragraph (b) such that it reads as follows: ‘Subcontract __ | “"(®) the provisions of the second, third and fourth paragraphs of Main Contract Clause 12.3 [Evaluation]” Delete the words “Sub-paragraphs (a) to (f) of” in the last 7 Paragraph, Sub-Clause 13.1 Replace the word “Vary” in the last paragraph by the words “Instruct or Request Change”. Variation of Subcontract Works Sub-Clause 13.4 Subcontract Adjustment for Changes in Legislation Replace the word “legislation” in the heading by the word “Taxes” ‘Amend the Sub-Clause such that it reads as follows: “(a) The Subcontractor shall not be entitled for compensation for any Cost incurred by the Subcontractor due to any increase in Tax rates during the period of the original Subcontract Time for Completion (i.e., Fourteen months from the Subcontract Commencement Date) except for any increase in Compensable ‘Tax rates which shall be compensated to the Subcontractor. (b) The Subcontractor shall, subject to Sub-Clause 20.2 [Subcontractor’s Claims], be entitled for compensation for Cost {if any) incurred by the Subcontractor due to an increase in Tax rates including any increase in the Compensable Tax rates, after expiry of the original Subcontract Time for Completion (i.e., beyond Fourteen months from the Subcontract Commencement Date), if the Subcontract Time for Completion is extended for reasons solely attributable to the Contractor. (€) The Subcontractor shall be entitled to be paid any increase in Compensable Tax rates even after expiry of the original Subcontract Time for Completion (i.e., beyond Fourteen months from the Subcontract Commencement Date) provided the Subcontract Time for Completion is extended in accordance with the Subcontract. (4) The Subcontractor shall, subject to Sub-Clause 20.2 [Subcontractor’s Claims}, be entitled for compensation for Cost ‘THE INDIAN FILM COMBINE PVT LTD. ‘TD Ref: IFCL/MM/R & C/T7 Page 23 of 157TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 (if any) incurred by the Subcontractor due to imposition of any new Tax, during the period of the original Subcontract Time for Completion (i.e., Fourteen months from the Subcontract Commencement Date). New Taxes shall exclude Taxes existing on the date of Contractor’s Letter of Acceptance and/or any replacement, substitution, merger or amalgamation of such existing Taxes. {e) The Subcontractor shall not be entitled for compensation for Cost (if any) incurred by the Subcontractor due to imposition of any new Taxes, after expiry of the original Subcontract Time for Completion (i.e., beyond Fourteen months from_the Subcontract Commencement Date), unless the Subcontract Time for Completion is extended for reasons solely attributable to the Contractor. If the Contractor is required by applicable Law to pay to or compensate the Subcontractor for any new or increased Taxes and the Subcontractor is not entitled to be paid or compensated as per the provisions set out above, the Subcontract Price shall be reduced by the amount of such Taxes paid/compensated by the Contractor.” Sub-Clause 13.5 Subcontract ‘Adjustments For Changes in Cost ‘Sub-Clause 13.7 Adjustments for GST Delete this ‘Add a new Sub-Clause 13.7 after Sub-Clause 13.6 as follows: “The Subcontract Price shall be adjusted to take into account any increase or decrease in cost (if any) to the Subcontractor of executing the Subcontract Works resulting from the implementation of goods and services tax (GST) or a similar tax in India. Within 15 days of the notification of the relevant legislation by the relevant authorities, the Parties shall meet and work out the impact of the GST on the prices/rates quoted by the Subcontractor and based on the same, shall determine the revised prices/rates that would be applicable to arrive at the adjusted Subcontract Price. Such adjusted Subcontract Price shall apply with respect to all payment claims of the Subcontractor submitted after the date of notification of legislation implementing GST in India.” Sub-Clause 14.1 The Subcontract Price Replace the first word “The” in the first paragraph by the words “As on the date of Contractor's Letter of Acceptance, the Subcontract Price shall be the Accepted Subcontract Amount and thereafter the”. Replace the words “agreed or decided in accordance with Sub- THE INDIAN FILM COMBINE PVT LTD. Page 24 of 157 TD Ref: IFCUMM/R & C/T7‘TENDER DOCUMENT FACADE FOR RETAIL MALL & MEMBEI APRIL 2015 Clause 72.3 [Evaluation under the Subcontract] and be subject to adjustments” in the first paragraph by the words “subject to adjustments”. Delete the words “, and the Subcontract Price shall not be adjusted for any of these costs unless there is promise for the Contract Price to be so adjusted under the Main Contract, in Which case the Subcontract Price shall be adjusted to the like extent that the Contract Price shall be adjusted under the Main Contract.” in the first paragraph. Sub-Clause 14.2 ‘Subcontract Advance Payment Replace the words “payment, shall” in the third paragraph by the words “payment and shall”. Replace the words and from within a country (or ether jurisdiction) approved by the Contractor" in the third paragraph by the words “a scheduled bank in India". Replace the words “of one-fifth (20%)" in the fourth paragraph by the words “specified in the Appendix to Subcontractor’s Offer”. Add the words “in full” after the word “repaid” in the fourth paragraph. Sub-Ciause 14.3 ‘Subcontractors Monthly Statements ‘Add the words “in accordance with the schedule of payment (if any) specified in Appendix to Subcontractor’s Offer,” after the word “entitled” in the first paragraph. Replace the words “this month” in the first paragraph by the words “that month”. Replace the words “sub-paragraphs (a) to (d) inclusive and sub paragraphs (f) and (g)" in the second paragraph by the words “sub-paragraphs (a) to (g)”. ‘Sub-Clause 14.4 Subcontractors Replace the words “(a) to (c)” by the words “(a) to (b) Delete the word “inclusive” in the last sentence. Statement at Completion Replace the > 10.3 [Taking over by the | Contractor} by the words “taking-over by the Contractor in accordance with Sub-Clause 10.2 [Taking-over of Subcontract Works)”. ‘Sub-Clause 14.6 Interim Subcontract Replace “70” with “45” in first sentence and second paragraph. Delete the words “or by any act which (under applicable taws) has a similar effect to any of these acts or events” in sub paragraph il) of third paragraph, after the of _third Delete the words “compounding with his creditor words “made against him” in sub paragraph ‘THE INDIAN FILM COMBINE PVT LTD. ‘TD Ref: IFCL/MM/R & C/T7 Page 25 of 157‘TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB. APRIL 201: Payments paragraph. Sub-Clause 14.7 Payment of Retention ‘Money under the Subcontract Replace the words “Sub-Clause 10.3 [Taking over by i Contractor] in the second paragraph by the words “‘taking-over by the Contractor in accordance with Sub-Clause 10.2 [Taking ‘over of Subcontract Works}”. Delete the words “40% of the proportion” in sub-paragraph (b) fn the second paragraph. Replace the word “Clause” in the third paragraph by the word “Sub-Clause”. Sub-Clause 14,9 Delayed Payment Under the Subcontract Sub-Clause 14.10 Cessation of the Contractors Liability | Delete this Sub-Clause. jer the Subcontract, in tort or otherwise)” after the word “liable” in the first paragraph, Sub-Clause 15.1 Termination of Main Contract Sub-Clause 15.2 Valuation at Date of Subcontract Termination Replace the words “or the Contractor and/or the Employer is released from Performance of the Main Contract under Main Contract Clause 19.7 [Release from Performance under the Law]” in the first paragraph by the words “in accordance with the terms thereof”. Replace the words “Subcontract Goods” in the first paragraph by the words “Subcontract Plant and materials intended to form or forming part of the Subcontract Works”. Sub-Clause 15.3 Payment after Termination of Main Contract ‘Amend the Sub-Clause such that it reads as follows: “A. If the termination of the Subcontract arises from the termination of the Main Contract, the following shall be due and payable to the Subcontractor, insofar as these amounts or Costs have not been covered by payments already made to the Subcontractor: (a) the value of the Subcontract Works, Subcontract Goods and Subcontractor's Documents, and any other sums due to the Subcontractor for work executed in accordance THE INDIAN FILM CONBINE ‘TD Ref: IFCL/MMVR & C/T7 PVT LTD. Page 26 of 157TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 with the Subcontract, as evaluated in accordance with the Sub-Clause 15.2 [Valuation at Date of Subcontract Termination] minus the amounts determined in accordance with Sub-Clause 3.3 [Contractor's Claims in accordance with the Subcontract]; (b) any other Cost incurred by the Subcontractor; and {c) the cost of removal of temporary Subcontract Works and Subcontractor’s Equipment from the Site to the Subcontractor’s designated place. Subject to the provisions contained in sub-paragraph D below: B. If the Main Contract has been terminated under the Main Contract Clause 15.2 [Termination by Employer for Contractor's Default} then payment by the Contractor of the amounts specified in sub-paragraph A above shall be due immediately after tlie termination of the Subcontract. C. If the Main Contract has been terminated under Main Contract Clause 16.2 [Termination by Contractor] or Main Contract Clause 19.6 [Optional Termination, Payment and Release], then payment by the Contractor to the Subcontractor of any of these amounts or Costs shall be due 7 days after the receipt by the Contractor of any payment from the Employer which includes a sum in respect of this amount or 112 days after the termination of the Subcontract, whichever is earlier. All Subcontract Plant or materials intended to form or forming part of the Subcontract Works shall become the property of (and be at the risk of) the Employer when paid for by the Employer and the Subcontractor shall place the same at the Employer’s disposal. D, If the Main Contract has been terminated as a consequence of any breach of the Subcontract by the Subcontractor, no payment shall become due under this Sub-Clause and Sub- Clause 15.4[ Termination of the Main Contract in Consequence ot Subcontractor Breach] shall apply; Nothing in this Sub-Clause shall affect any right of either Party to receive payment in respect of any breach of the Subcontract committed by the other Party prior to the termination, or any ‘other right of payment specified under the Subcontract.” ‘Replace the numbering “(a), (b) and (c)" of the sub-paragraph | in the first paragraph by the numbering “(i), (ii) and (iii). Sub-Clause 15.4 Termination of Main Replace the words “Subcontract Goods” in sub-paragraph (i) in Contract in| the first paragraph by the words “Subcontract Plant and Consequence materials intended to form or forming part of the Subcontract. or ‘Subcontractor | Work Breach ‘THE INDIAN FILM COMBINE PVT LTD. ‘TD Ref: IFCL/MM/R & C/T7 Page 27 of 157‘TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 Replace “sub-paragraph (b) in the second and third paragraphs by “sub-paragraph ({i)”. Replace “sub-paragraph (a) in the third paragraph by “sub- Paragraph (1)” Replace “sub-paragraph (c) in the third paragraph by “sub- paragraph (iii)’ ‘Sub-Clause 15.5 Notice to Cure under the Subcontract ‘Add the words “or Contractor's Instructions” after the word “obligation”, Replace the words “‘the Subcontractor to” by the words “The Subcontractor to remedy and/or”. Delete the words “and to remedy it” Sub-Clause 15.54 Contractor’s right to remedy Subcontractor’s failure Sub-Clause 15.6 Termination of Subcontract by the Contractor ‘dd a new Sub-Clause 15.5A after Sub-Clause 15.5 as follows: “If the Subcontractor fails to comply with the notice under Sub- Clause 15.5 [Notice to Cure under the Subcontract], the Contractor may carry out and/or engage other subcontractors) to carry out any obligation specified in such notice, Following satisfaction of such obligation, the Contractor shall be entitled to recover from the Subcontractor the amounts determined in accordance with Sub-Clause 3.3 [Contractor’s Claims in connection with the Subcontract].” Replace the words “sub-paragraphs (a) to (f) inclusive at” in the first paragraph by the words “sub-paragraphs (a) to (j) of the”. ‘Add the words “a copy of which shall be submitted to the Engineer” after the words “notice to the Subcontractor” in the second paragraph. ‘Add the words “under this Sub-Clause 15.6 [Termination of Subcontract by the Contractor]” after the words “terminating the Subcontract in the second paragraph. Replace the words “last three paragraphs of” in the third paragraph by the words “sub-paragraphs (a), (b) & (d) paragraphs of the”, Replace the words “Main Contract Clause 15.2 [Termination by Employer] shall apply” in the third paragraph by the words “Main Contract Clause 16.3 [Cessation of Work and Removal of Contractor's Equipment] shall apply. ‘Add a new paragraph after the as follows: “After termination, the Contractor may complete the Subcontract Works and / or arrange for any other subcontractor THE INDIAN FILM COMBINE PVT LTD. ‘TD Ref: IFCL/MWVR & C/T7 Page 28 of 157TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB. APRIL 2015 to do so. The Contractor and such subcontractor may use any Subcontract Goods, Subcontractor’s Documents and other proprietary documents made by or on behalf of the Subcontractor. Replace the word “Goods” in sub-paragraph (i) by the words “Plant and materials intended to form or forming part of the Subcontract Works”. Replace the words “amount of” in the seventh paragraph by the words “amount under”. Sub-Clause 16.1 ‘Subcontractor’s Entitlement to ‘Suspend Work Sub-Clause 16.2 Termination by Subcontractor ~| Replace the first word “If: Delete the sub-paragraph (ii) in the first paragraph. ‘Add the words “and in any event, no later than 14 days after the receipt of payment or evidence of such payment” after the last word “practicable” in the third paragraph. Delete the words “pius reasonable profit” in the last paragraph. by the words “The Subcontractor shall be entitled to terminate the Subcontract ‘Amend sub-paragraph (a) such that it reads as follows: (a) the Subcontractor does not receive payment of the amounts due in excess of Rs. Forty Million under a Subcontractors monthly statement within 90 days after the expiry of the time stated in Sub-Clause 14.6 [Interim Subcontract Payments] (except for deductions in accordance with Sub-Clause 3.3 [Contractor's Claims in connection with the Subcontract];” ‘Amend sub-paragraph (b) such that it reads as follows: “(b) the Contractor or the Employer becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against him, or carries on business Under a receiver, trustee or manager for the benefit of his creditors.” ‘Add the words “a copy of which shall be submitted to the Engineer,” before the words “without prejudice”. Replace the words “sub paragraphs (a) and (c)” by the words “sub paragraph (a)” Replace the words “notice in the case of” by the words “notice. In the case of”, ‘Add the words “subject to the Employer's right to have the Subcontract assigned in its favour,” before the words “by notice terminate”. ‘THE INDIAN FILM COMBINE PVT LTD. TD Ref: IFCLUMM/R & C/T7 Page 29 of 157‘TENDER DOCUMENT FACADE SYSTEM FOR RETAIL MALL & MEMBERSHIP CLUB APRIL 2015 ‘Add the words *.The Contractor shall assign the benefit of the Subcontract if required by the Employer to do so prior to termination pursuant to sub-paragraph (b)." after the last word “immediately”. Sub-Clause 16.3 Payment on Termination by Subcontractor ‘Add the words “subject to satisfaction of Contractor's claims against the Subcontractor” before the word “return” in sub- paragraph (a). Replace the words “(a) to (e)” in sub-paragraph (b) by the word ay. ‘Add the word “specified” before the words “under the Subcontract” in the last sentence. ‘Sub-Clause 17.1 Subcontractor's Risks and Indemnities Replace the word “under” in the first paragraph by the words “in accordance with”. Delete the words “or Sub-Clause 10.3 [Taking-Over by the Contractor]” in the first paragraph. Replace the words", respectively” ‘words ‘as applicable”. in the first paragraph by the Delete the sub-paragraph (ii) in the second paragraph. Delete the sub-paragraph (iv) in the second paragraph. ‘Add the words “in favour of the Contractor” after the last word “indemnities” in the last paragraph. ‘Sub-Clause 17.2 Contractor's Indemnities Delete the sub-paragraph (a) in the first paragraph. Replace the words “any negligence” in sub-paragraphs (c) and (d) by the words “any gross negligence”, Sub-Clause 17.3 Subcontract Limitation of Liability “Amend the Sub-Clause such that it reads as follows: “Neither Party shall be liable to the other Party for loss of profit, loss of any contract or for any indirect or consequential loss or damage which may be suffered by the other Party in connection with the Subcontract, other than under Sub-Clause 8.7 [Subcontract Damages for Delay], Sub-Clause 15 [Termination of the Main Contract and Termination of the Subcontract by the Contractor], Sub-Clause 16.3 [Payment on Termination by Subcontractor], Sub-Clause 17.1 [Subcontractor’s Risk and Indemnities] and Sub-Clause 17.2 [Contractor's Indemnities}. This Sub-Clause shall not limit liability in any case of fraud, deliberate default or reckless misconduct by the defaulting ‘THE INDIAN FILM COMBINE PVT LTD. ‘TD Ref: IFCLIMMUR & C/T7 Page 30 of 157 Se ) . Aa ff