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		TABLE OF CONTENTS

1.		DEFINITIONS, INTERPRETATIONS & AGREEMENT	10
		DOCUMENTS	10
		DOCUMENTS
	1.1	Definitions	10
	1.2	Interpretation	17
	1.3	Contract Documents	18
2.		APPOINTMENT	19
			19

3.		WARRANTIES AND ACKNOWLEDGEMENTS	20
			20

	3.1	Warranties as to Capacity and Performance	20
	3.2	Acknowledgements and Undertakings	21
			21

4.		TERM OF THE AGREEMENT	23
	4.1	Basic Term	23
	4.2	Extended Term	23
	4.3	Term	23
	4.4	Stages of the Agreement	23
	4.5	Risk and Cost of Statutory Work, in Scope of Mine Operator,	24
		Done by NTPC
	4.6	[Name of the Block]	24

5.		PARTIES’ REPRESENTATIVES	25
	5.1	Owner's Representative	25
	5.2	Mine Operator's Representative	25

6.		PERFORMANCE GUARANTEES	26
	6.1	Letter of Credit by the Owner	26
	6.2	Contract Performance Guarantee by the Mine Operator	26
	6.3	Performance Guarantee by other Executants of JOA	27

7.		Mine Operator's OBLIGATIONS THROUGHOUT THE TERM	28
	7.1	Compliance with law	28
	7.2	Approvals	28
	7.3	Compliance With Directions	29
	7.4	Security of the Site and the Mine Operator's Plant and	29
		Equipments	29
		Equipments
	7.5	Appointment at statutory positions including Mine Manager	29
	7.6	Submission of Annual audited Statement towards progressive	30
		Mine Closure Activities
8.		DEVELOPMENT STAGE OBLIGATIONS	32
	8.1	Owner's Obligations	32
	8.2	Mine Operator's Obligations	33
	8.3	Extension of Development Stage	35
	8.4	Notice	36

9.		CORRUPT OR FRAUDULENT PRACTICES AND FRAUD	37
		PREVENTION POLICY	37
		PREVENTION POLICY

	9.1	Corrupt or Fraudulent Practices	37
	9.2	Fraud Prevention Policy	37

10.		OPERATIONS STAGE OBLIGATIONS	38
	10.1	Owner's Obligations	38
	10.2	Mine Operator's Obligations	39

11		SITE	40
	11.1	Ownership of the Site	40
	11.2	Right to use the Site	40
	11.3	Conditions of Right to use the Site	40
	11.4	Prohibited use of the Site	40
	11.5	Separate Contractors on Site	41
	11.6	Archaeological and Heritage Items on Site	41
	11.7	Responsibility for Care of the Site	41
	11.8	Co-operation with other agencies operating at Site	41

12		MANPOWER AND SUBCONTRACTING	42
	12.1	Personnel	42
	12.2	Subcontracting	42
	12.3	Sub QR	43

13.		PLANT, EQUIPMENT AND CONSUMABLES	50
	13.1	Provision of Mine Operator's Plant and Equipment	50
	13.2	Owner's Approval	50
	13.3	Register of Mine Operator's Plant and Equipment	50
	13.4	Removal of Mine Operator's Plant and Equipment	50
	13.5	Owner's Facilities	51
	13.6	Consumables	51

14.		QUANTITY OF COAL SUPPLY	51
	14.1	Mine Operator's Rolling Production Plans	51
	14.2	Annual Contracted Quantity	52
	14.3	Monthly Scheduled Quantity (SQ)	54
	14.4	Monthly Quantity Variations by Owner (VQ)	54
	14.5	Monthly Required Quantity (RQ)	55
	14.6	Under Supply / Offtake Quantity	54
	14.7	Cap on Monthly Required Quantity (RQ)	54
	14.8	Monthly Delivered Quantity (DQ)	54

15.		QUANTITY OBLIGATION	55
	15.1	Quantity Obligation	55
	15.2	Computation of Level of Delivery / Level of Off-take	56
	15.3	Shortfall/Short Delivery	57
	15.4	Loading and Delivery Facilities	58
	15.5	Weighment System	58
	15.6	Quality of Coal	59
	15.7	Strip Ratio (OB-Coal Ratio)	63

16.		PAYMENT TOWARDS CONSTRUCTION OF R&R COLONY,
		CROSS COUNTRY CONVEYOR& PRIVATE RAILWAY	66
		SIDING, MINING FEE, PAYMENT CLAIM, PAYMENT AND	66
		SIDING, MINING FEE, PAYMENT CLAIM, PAYMENT AND
		SECURITY
	16.1	Payment towards R&R Colony, Cross Country Conveyor, Private	66
		Railway Siding and Development Stage Expenditure
	16.2	Base Mining Fee	67
	16.3	Modalities for Billing & Claims	67
	16.4	Credit notes / supplementary bills	68
	16.5	Modalities of Billing, Payment & Adjustments	69
	16.6	Annual Reconciliation / Adjustments	69
	16.7	Format for Payment Claims	69
	16.8	Disputes in Payment	70
	16.9	Taxes	71
	16.10	Ensuring payments to Subcontractors	71

17.		SYSTEMS, RECORDS, BUDGETS AND REPORTS	71

18.		INSURANCE	71
	18.1	Insurance by Mine Operator	71
	18.2	Insurance by Owner	72
	18.3	Approval of the Owner for selection of insurer and form of	72
		policies
	18.4	Names in which Insurance Effected	72
	18.5	Application of Insurance proceeds	73
	18.6	Review of Insurances	73
	18.7	Terms of Insurance	73
	18.8	Payment of Premium	73
	18.9	Continuity	74
	18.10	Notice to the other Party	75

19.		INDEMNITY	75
	19.1	Indemnity by Mine Operator	75
	19.2	Indemnity to Survive Termination	76
	19.3	Indemnity by the Owner	76

20.		FORCE MAJEURE	77
	20.1	Force Majeure	77
	20.2	Procedure on occurrence of an event of Force Majeure	77
	20.3	Performance Excused	77
	20.4	Resumption of Normal Performance	78
	20.5	Notice when Force Majeure ends	78

21.		LATENT CONDITIONS	79

22.		CONFIDENTIALITY	80

23.		DISPUTE RESOLUTION	81
	23.1	Amicable Settlement	81

	23.2	Adjudicator
	23.3	Arbitration	81

24.		SUSPENSION AND TERMINATION	84
	24.1	Suspension of Mining Services	84
	24.2	Termination by the Mine Operator	85
	24.3	Termination by the Owner	85
	24.4	Show cause / Termination for an Event of Default	87
	24.5	Remedies on Termination	88
	24.6	Termination on Exhaustion of Coal Reserves	89
	24.7	Limitation of Liability	90
	24.8	Preservation of Rights on Termination	92

25.		INTELLECTUAL PROPERTY, DOCUMENTATION, MEDIA	93
		RELEASES
	25.1	Project Intellectual Property	93
	25.2	Third Party Intellectual Property	93
	25.3	Reproduction and return documentation	93
	25.4	Media releases	93

26.		NOTICES	95
		Form	95
		Delivery	95
		Effectiveness of Notice	95
		Deemed receipt	95

27.		ASSIGNMENT	96
27A		Delay in Commencement of Coal Production\	97
		Delay in completion of R&R Colony	97
		Failure to supply coal	97

28.		MISCELLANEOUS PROVISIONS	98
	28.1	Governing Laws and Jurisdiction	98
	28.2	Amendment	98
	28.3	Severance	98
	28.4	Nature of the relationship	98
	28.5	Survival	98
	28.6	Approval or Consent requirements	98
	28.7	No implied approval by the Owner	100
	28.8	Parties' rights and remedies not affected	100
	28.9	Replacement Indices, References or Standards	100
	28.10	Further Assurances	100
	28.11	Costs	100
	28.12	Responsibility for contractors	100
	28.13	Waiver	101
	28.14	Withholding and Banning	101
	28.15	Government of India not a party to this Agreement	101

	EXHIBITS: EXHIBIT 1: Letter of Acceptance	102
	Schedule 1 – Site Description and Information	103
	Schedule 2 – Description of Mining Services	105
	Appendix I of Schedule 2 - Details of R&R Colony	149

	Appendix IA of Schedule 2 – Blank	150
	Appendix IB of Schedule 2 - General Requirements of Residential Complex	151
	Schedule 3 – Proposed size of equipment deployment by the Mine Operator	152
	Schedule 4 – Latent Conditions	153

	Schedule 5 – Facilitating works by Owner and Owner's supplied Facilities to	154
	be operated and maintained by Mine Operator	154
	be operated and maintained by Mine Operator

	Schedule 6 –Mine Operator's Plant and Equipment	156
	Schedule 7 – Policy & Procedure for withholding and Banning of Business	157
	Dealings	157
	Dealings
	Schedule 8 – Sampling and Sample preparation	158

	Schedule 9 - Method of Measurement of OB	161
	Schedule 10 – Annual Contracted Quantities	164

	Schedule 11 Mining Fee escalation formula and adjustment for Strip Ratio	165
	Schedule 12 – Joint Operating Agreement	168
	Schedule 13 – Consortium Operating Agreement	169

	Schedule 14 –Integrity Pact	170

	Schedule 15 – List of Acceptable Banks	172
	Schedule 16 – Proposed Billing Schedule for Construction of R&R Colony	174

	Schedule 17 – Allotment Agreement signed with Govt. of India	175

AGREEMENT

This Agreement is made on this [

] day of [

] of [201 ] by and between:

NTPC Limited, a company incorporated under the Companies Act, 1956 with its registered office at Core 7, SCOPE Complex, Lodhi Road, New Delhi – 110003, India (hereinafter referred to as the "Owner", which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns) of the ONE PART; and

[	], a [company] incorporated under the laws of [	] with its
registered office at [	] and principal place of business at [ ] (hereinafter referred to as the

"Mine Operator", which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns);

[	], a [company] incorporated under the laws of [	] with its
registered office at [	] and principal place of business at [ ] (hereinafter referred to as the

"Consortium Member 1", which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns);**

[	], a [company] incorporated under the laws of [	] with its
registered office at [	] and principal place of business at [ ] (hereinafter referred to as the

"Consortium Member 2", which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns);**

[	], a [company] incorporated under the laws of [	] with its
registered office at [	] and principal place of business at [ ] (hereinafter referred to as the

"Consortium Member 3", which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns); of the

OTHER PART.**

(Consortium Member 1, Consortium Member 2 and Consortium Member 3 are hereinafter collectively referred to as Consortium Members);**

RECITALS

a)The Owner [is /shall become] the leaseholder of the [ Name of the Project] as set out in 8.1(b) pursuant to which it intends to develop and operate the [ Name of the Project] through a Mine Operator as provided under this Agreement.

b)The Owner invited proposals for development and operation of the [NAME OF THE PROJECT ] through a Mine Operator as provided under this Agreement on international competitive bidding basis.

c)[Name of selected Bidder] having sufficient resources and capacity to develop, construct and operate the [ NAME OF THE PROJECT ] as a Mine Operator as provided under this Agreement has participated in such international competitive bidding by submitting its RFP Proposal comprising of Proposal for Qualification and

Technical Proposal bearing ref. No [ _] dated [ ] and Price Proposal bearing ref. No [ ] dated [ ] (hereinafter collectively called “Proposal”)

Project Agreement for Development and Operation of [Name of the Project]

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*The Mine Operator besides having its own resources and capacity to develop, construct and operate the [ NAME OF THE PROJECT ] has also relied on the strengths, experience, expertise & qualifications of its Subsidiary (ies) and/or

Holding Company and/or Subsidiary (ies) of its Holding Company to meet the qualifying requirements specified at Clause 7.1 of Volume-I (ITB) of Owner’s RFP

Documents and has therefore entered into a Joint Operating Agreement with its Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding Company, a copy of which is provided at Schedule 12 to this Agreement.** The

Mine Operator is a Joint Venture Company incorporated by the Consortium Members having combined resources and capacity to develop, construct and operate the [ NAME OF THE PROJECT] relying on the strengths, experience, expertise & qualification of its members to meet the qualifying requirements specified in the Owner’s Request for Proposal Documents and therefore entered into a Consortium Operating Agreement among the members of the Consortium, a copy of which is provided at Schedule-13 to this Agreement. The Joint Venture

Company incorporated by the Consortium Members and each of the Consortium Members shall jointly and severally be responsible and liable to Owner for performance of contractual obligations by the Joint venture Company throughout the term of contract. This Agreement is being executed by the Joint Venture Company and all the Consortium Members, who have incorporated the Joint Venture Company.

*Applicable only where the bidders have sought qualification based on the strength/experience of its Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding Company

**Applicable in case the Mine Operator is a Consortium

d)The Owner through its Letter of Acceptance bearing ref. No [ ] dated [_ ], a copy of which is provided at Exhibit 1 to this Agreement, confirmed its acceptance of the

Project Proposal, and awarded the contract to develop and operate the [ NAME OF THE PROJECT ] and deliver coal to the Owner, to the Mine Operator.

e)The Parties therefore wish to enter into this Agreement to set out the mutually

agreed terms and conditions for the development and operation of the [ NAME OF THE PROJECT] and subsequent delivery of coal to the Owner.

Note: The content of [ ] in this document should be substituted by project specific particulars.

Project Agreement for Development and Operation of [Name of the Project]

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NOW THEREFORE THIS AGREEMENT WITNESSETH AS UNDER:

1 DEFINITIONS, INTERPRETATIONS & AGREEMENT DOCUMENTS

1.1Definitions:

In this Agreement unless the context otherwise requires:

"Acceptable Bank" means any of the banks referred to in Schedule 15.

“Agreement” or “Contract” or “this Agreement” or “Project Agreement” means this agreement together with the Schedules, Exhibits, attachments and

Contract Documents referred to therein: as may be amended or modified from time to time pursuant to Clause 28.2. The terms “Agreement” or “Contract” or “this Agreement” or “Project Agreement” shall have the same meaning, wherever appearing in the RFP Document.

"Annual Contracted Quantities" or "ACQ" shall have the meaning ascribed to it in Clause 14.2.

"Applicable Laws" means any law, legislation, statute, rule, directive, ordinance, notification, exemption, regulation, judgements/orders of a competent court, tribunal, regulatory bodies and quasi judicial body or any interpretation thereof enacted, issued, or promulgated by any Authority and applicable to either Party, their obligations or this Agreement from time to time..

“Appointing Authority” shall have the meaning ascribed to it in Clause 23.3(d).

"Approved Annual Production Plan" or "AAPP" shall have the meaning ascribed to it in Clause 14.1(b).

"Approved Mining Plan" means the mining plan approved by the Ministry of Coal,

Government of India for [ NAME OF THE PROJECT] including the Mine Closure

Plan.

"Approval" means any consent, authorisation, registration, filing, lodgement, notification, agreement, certificate, commission, lease, licence; permit, approval or exemption from, by or with an Authority as may be required from time to time in connection with the Site or performance of any obligation under this Agreement.

“Ash Content” or “Equilibrated Ash” means determination/computation of ash Equilibrated at 60% relative humidity (RH) and 40 degree Celsius, as per the relevant provisions of IS 1350 or amendment thereof.

"Authority" means any government department, local government council, inspection authority, courts, tribunal, regulatory bodies and quasi judicial body, any other statutory authority of Government of India or the Government of state of [Name of the State], exercising any sovereign function, and includes any municipal or local authority.

"Bank Overburden" means Overburden in its natural virgin state not previously moved by blasting or any other operations.

"Basic Term" shall have the meaning ascribed to it in Clause 4.1

Project Agreement for Development and Operation of [Name of the Project]

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"Business Day" means a day other than a Sunday or any other day declared a public holiday by the Central Government or the Government of the State of [Name of the State] and / or Delhi in the Official Gazette.

“CBM” means coal bed methane

“Change in Law” means the occurrence of any of the following after seven (7) days prior to the scheduled date of submission of Techno-commercial Bid:

a)The enactment of any new Indian law;

b)The repeal, modification or re-enactment of any existing Indian law;

c)The commencement of any Indian law which has not entered into effect until seven (7) days prior to the scheduled date of submission of Techno-commercial

Bid;

A change in the interpretation or application of any Indian law by a judgement of a court of record which has become final, conclusive and binding, as compared to such interpretation or application by a court of record, seven (7) days prior to the scheduled date of submission of Techno-commercial Bid;

“Coal” means Coal as defined by the Colliery Control Rules, 2004.

"Coal Mines Regulation" means the Coal Mines Regulation, 1957 as amended, re-enacted or modified from time to time.

"Coal Production Start Date" means the day of start of actual coal production.

"Commencement Date" or “Effective Date of Contract” means the date of issue of Letter of Acceptance by the Owner and is the first day of the Development Stage.

"Confidential Information" means any information, object, document, data, programs, techniques, systems, processes or any such information (whether as an original or a copy marked as "Confidential" by a Party) relating to the affairs, business, finances, trade secrets or operations of such Party, however stored or recorded, or any other information communicated between the Parties that is not in the public domain or generally known to third parties. However any information as may be required to be provided to a third party under Right to Information Act, 2005 shall be excluded from Confidential Information.

“Consortium Agreement” Agreement executed jointly by all the Consortium

Members on the strength of which Consortium qualified to provide Mining Services and which has been included as Schedule 13 to this Agreement.

“Contracted Capacity” means peak annual production rated capacity of Mine as per approved Mining Plan.

"Contract Performance Guarantee" shall have the meaning ascribed to it in Clause 6.2(a).

"Deemed Delivered Quantity" or "DDQ" shall have the meaning ascribed to it in Clause 15.2.1(b).

"Deemed Offtake Quantity" or "DOQ" shall have the meaning ascribed to it in Clause 15.2.2(b).

Project Agreement for Development and Operation of [Name of the Project]

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“Development Year” means (a) First Development Year and (b) thereafter each consecutive period of twelve (12) calendar months commencing from 1st April and ending immediately prior to the following 1st April; provided that the last

Development Year shall commence on 1st April of such year and end of 720 days from the Commencement Date of this Agreement.

"Development Stage” shall have the meaning ascribed to it in Clause 4.4(a).

"Dispute Notice" shall have the meaning set forth in Clause 23.1(a).

"Documentation" means all drawings, plans, specifications, samples, models, patterns, certificates, instruments, licences, agreements, documents relating to Approvals, operating, maintenance and other manuals, books of account, records and other information or data of whatever nature and whether stored in hard copy, magnetic tape, computer disk or otherwise, which are created specifically during the performance of obligations by either Party under this Agreement.

"Draft Operational Plan" shall have the meaning ascribed to it in Clause 8.2.(a)(i)

"[NAME OF THE PROJECT] " or 'Block" means the [NAME OF THE PROJECT] mining block, allocated to NTPC by MOC vide letter dated [ ], located in the [Name of the State], India for which Mining Plan has been approved.

"Environmental Management System" means the environmental management system to be provided by the Mine Operator.

“Equilibrated Moisture” means moisture content, as determined after equilibrating at 60% relative humidity (RH) and 40 degree Celsius as per the relevant provisions of BIS 1350 of 1959 or amendment thereof.

"Event of Default" shall have the meaning ascribed to in Clause 24.

"Expiry Date" shall have the meaning ascribed to it in Clause 4.3.

"Extended Term" shall have the meaning ascribed to it in Clause 4.2.

“Final Acceptance” means the acceptance by the Owner of "R&R Colony" (or any part of R&R Colony as agreed between the two Parties and included in Annexure-I to Project Agreement), which certifies the Mine Operator’s fulfillment of the specifications provided in Annexure- I to Project Agreement “Details of R&R

Colony”. The fulfillment of specifications, as provided in Annexure- I to Project Agreement “Details of R&R Colony”, shall be ascertained by the Owner. For the avoidance of any doubt, Final Acceptance shall occur only when in the reasonable opinion of the Owner, the specifications are met by the Mine Operator.

"First Development Year" means the period commencing on the Commencement Date and ending immediately prior to the first day of immediately following April, giving due consideration to any early termination.

"First Operating Year" means the period commencing on the Coal Production Start Date and ending immediately prior to the first day of immediately following April, giving due consideration to any early termination.

“Fixed Infrastructure Facilities” are the facilities, including statutory buildings, being designed, engineered, procured and constructed by Mine Operator on its own cost during the development stage which shall not be demolished or removed from site by Mine operator at any time without prior express written approval of Owner.

Project Agreement for Development and Operation of [Name of the Project]

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"Force Majeure" shall have the meaning ascribed to it in Clause 20.1.

"Geological Model" means the geological model of the Site developed by the Mine Operator for the purpose of Mine Planning.

"Good Industry Practices" means at the reference time, the then recognized methods and practices in the mining industry that would reasonably be expected from experienced and competent coal mining operators under conditions comparable to those applicable to the Site.

"Income Tax Act" means the Indian Income Tax Act, 1961, as amended, re- enacted or modified from time to time.

"Insurances" shall have the meaning ascribed to it in Clause 18

“Integrity Pact” shall have the meaning ascribed to it in Clause 12.10 of RFP Vol-I of Proposal and which has been included as Schedule 14 to this Agreement.

"Intellectual Property" means any and all patentable inventions, copyrights, trademarks, designs literary, artistic works and other copyrightable works, inventions, discoveries, improvements to existing inventions or processes and novel designs, whether or not registrable as designs or patents throughout the world or other intellectual property by whatever name called.

“IS” means the standard specifications issued by the Bureau of Indian Standards (BIS).

"Joint Ticket" shall have the meaning ascribed to it in Clause 15.5.1(c).

"Joint Operating Agreement" means the agreement executed between the Mine

Operator and its Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding Company on the strength of which it qualified to provide Mining Services and which has been included as Schedule 12 to this Agreement.

“Latent Conditions” shall have the meaning ascribed to it in Schedule-4

“Land Acquisition” means all activities related to acquisition for possession of encumbrance free Private, Government and Forest land in phases for Mining and other purposes, within and outside the [NAME OF THE PROJECT] as per requirement, in accordance with all the applicable laws. Detailed description of activities related to Land Acquisition is given in Clause 1A of Schedule – 2 of this Agreement.

"Letter of Credit" shall have the meaning ascribed to it in Clause 6.1(a).

"Level of Delivery" shall have the meaning ascribed to it in Clause 15.2.1(a)

"Level of Off-take" shall have the meaning ascribed to it in Clause 15.2.2(a).

"Losses" shall have the meaning ascribed to it in Clause 19.1.

"Major Plant and Equipment" means the list of equipment set forth in Schedule 3.

"Mandatory Spares" means spares purchased by NTPC along with Capital Equipment.

“MDO contract” means the contract awarded for the “Development and Operation of [NAME OF THE PROJECT] .”

Project Agreement for Development and Operation of [Name of the Project]

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“Mine Closure Plan” means the Mine closure plan for [NAME OF THE PROJECT] approved by MOC and it shall form the part of approved Mining plan.

"Mine Manager" shall have the meaning ascribed to it in Clause 7.5

"Mining Plan" means the plan approved by Ministry of Coal, Government of India for [NAME OF THE PROJECT] including the Mine Closure Plan

"MT" means metric tonnes.

"MTPA" means million tonnes per annum.

“Mine Developer cum Operator” or “MDO” or "Mine Operator" shall have the meaning ascribed to it in the preamble to this Agreement.

"Mine Operator's Events of Default" shall have the meaning ascribed to it in Clause 24.3 (b).

"Mine Operator's Insurances" means the insurance policies which the Mine

Operator shall obtain and maintain during the Term in accordance with Clause 18.1.

"Mine Operator's Plant and Equipment" means all plant and equipment, building, stores, spares and other equipment used by the Mine Operator in connection with the provision of Mining Services and owned, leased or hired by the

Mine Operator during the Term and it shall exclude the Owner’s Facilities.

"Mine Operator's Representative" shall have the meaning ascribed to it in Clause 5.2.

"Mines Act" means the Mines Act, 1952, as amended, re-enacted or modified from time to time.

"Mining Fee" means Base Mining Fee quoted by the Bidder. The payment by Owner to the Mine Operator for the due performance by the Mine Operator of the Mining Services shall be based on Total Escalated Mining Fee as per the provisions of Schedule 11 of the Project Agreement.

"Mining Services" means the mining and related services more particularly set forth in Schedule 2.

"Mining Lease" shall mean the lease granted, or deemed to have been granted, by the Government to the Owner under Applicable Law for the purpose of developing/undertaking coal mining and related activities.

“Month” shall mean an English calendar month.

“Monthly Delivered Quantity” shall have the meaning ascribed to it under Clause

14.8

"Monthly Payment Claim" means the written claim for payment made under Clause 16.3

“Monthly Required Quantity” shall have the meaning ascribed to it under Clause 14.5.

Project Agreement for Development and Operation of [Name of the Project]

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“Monthly Scheduled Quantity” shall have the meaning ascribed to it under Clause 14.3.

"Notices" shall have the meaning ascribed to it in Clause 26.1.

"Operating Year" means (a) First Operating Year and (b) thereafter each consecutive period of twelve (12) calendar months commencing from 1st April and ending immediately prior to the following 1st April; provided that the last Operating Year shall commence of 1st April of such year and end on the Expiry Date.

"Operational Plan" shall have the meaning ascribed to it in Clause 8.2(a) (iii)

"Operations Stage" shall have the meaning ascribed to it in Clause 4.4(b).

"Overburden" or "OB" means, in respect of any period, soil, rock and any material other than coal, which may have to be removed from the Site as per the

Mining Plan for the coal to be mined and delivered, and includes interburden, i.e., the material between coal seams.

"Owner" shall have the meaning ascribed to it in the preamble to this Agreement.

"Owner's Events of Default" shall have the meaning ascribed to it in Clause 24.2(b).

"Owner's Facilities" means facilities provided by the Owner to the Mine Operator for use by the Mine Operator to provide the Mining Services and which are more particularly set forth in Clause 2 of Schedule 5.

"Owner's Insurances" means the insurance policies to be obtained and maintained by the Owner during the Term in accordance with Clause 18.2.

"Owner's Representative" shall have the meaning ascribed to it in Clause 5.1.

"Party" means either the Owner or the Mine Operator, and "Parties" means a joint reference to the Owner and the Mine Operator.

"Performance Guarantee" shall have the meaning ascribed to it in Clause 6.3(a).

“Permanent Coal Evacuation System” or “Permanent Coal Evacuation Route” means the coal evacuation through interconnecting Indian railway or MGR system of [Name of Linked Power Project].

"Person" includes any individual, corporation, partnership, joint venture, trust, unincorporated organization or government (or any agency or political subdivision thereof).

"Power Plant" means any of the coal fired power plants operated or owned by the Owner.

"Project" means the planning, engineering, financing, construction, operation, and maintenance of the Site and shall include all such works and services as detailed in the RFP Document.

"Project Intellectual Property" means any and all Intellectual Property created, acquired, arisen or in whatever vested pursuant to the provision of the Mining

Services, including Documentation and any development or improvement to

Project Agreement for Development and Operation of [Name of the Project]

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equipment, technology, methods, processes or techniques arising during the performance of mining services under this Agreement.

“Proposal" shall have the meaning ascribed to it in the recitals to this Agreement.

"Quarter" means a period of 3 consecutive months commencing on 1 April, 1 July,

1 October or 1 January of the Operating Year, during the Term provided that:

The first Quarter shall commence on the Coal Production Start Date and end on immediately following 31st March, 30th June, 30th September or 31st December as the case may be in the First Operating Year; and the last Quarter shall commence on 1 April, 1 July, 1 October or 1 January of the last Operating Year, whichever is later and shall end on the Expiry Date.

"Revised Monthly Quantity Notice" shall have the meaning ascribed to it in

Clause 14.4.

“Request for Proposal” or “RFP” shall have the meaning ascribed to it in Vol-I.

"Rolling Annual Production Plan" shall have the meaning ascribed to it in

Clause 14.1.

"Rolling Monthly Production Plan" shall have the meaning ascribed to it in Clause 14.1.

"Safety Management Plan" means the plan to be provided by the Mine Operator in accordance with clause 8.3 of Schedule 2.

"Security Interest" includes mortgage, charge, encumbrance, lien, pledge, hypothecation, title retention arrangement, trust or power, or other similar arrangement by whatever name called, as or having effect as a security for the payment of any monetary obligation or the observance of any other obligation.

"Separate Contractors" means contractors (other than the Mine Operator) engaged by the Owner for carrying out any works or Mining Services of whatever nature at or in the vicinity of the Site.

"Short Delivery" or “SD” shall have the meaning ascribed to it in Clause 15.3.1

"Short Off-take" or “SO” shall have the meaning ascribed to it in Clause 15.3.2

"Shortfall" shall have the meaning ascribed to it in Clause 15.3.3

"Site" means the whole of the land described in schedule 1 of the Project Agreement and includes any additional parcels or areas of land used from time to time in conjunction with that land.

"Stripping Ratio" or “Strip Ratio” means the ratio of Bank Overburden (measured in cubic meters) to Coal (measured in Tonnes) excavated from the Site by the Mining Operator in accordance with the terms of this Agreement.

“Surface Moisture” means the moisture content present in coal that is derived as the difference between Total Moisture and Equilibrated Moisture, and expressed in percentage terms.

"Term" shall have the meaning ascribed to it in Clause 4.3.

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"Termination Event" means any one or more of the events specified in Clauses 24.2 and 24.3.

"Tonne" means a metric tonne of one thousand (1000) kilograms.

“Total Moisture” means the total moisture content (including surface moisture) expressed as percentage present in coal and determined on as delivered basis in pursuance to IS.

"Transfer Date" means the date of notice from the Owner to the Mine Operator exercising its option to buy out the Mine Operator’s Plant and Equipment from the

Mine Operator in accordance with Clause 24.5.(b)

Transfer Point" shall mean the point at which Mine Operator loads the coal into wagons of interconnecting Indian railway or MGR system arranged by the Owner.

1.2Interpretation

In this Project Agreement (unless the context otherwise requires):

(a)a reference to any clause in any Volume of the RFP Document means reference to the clause appearing in that particular Volume of the RFP

Document unless otherwise a specific reference to the other Volume of RFP

Document is mentioned. Further a reference to any schedule means reference to schedule of Vol-II of RFP Document (Project Agreement) unless otherwise a specific reference to the other Volume of RFP Document is mentioned.

(b)a reference to a part, clause, schedule, exhibit and annexure refers to them of, in and to this Agreement;

(c)a reference to this Agreement includes all schedules, exhibits and annexures to this Agreement;

(d)a reference to a court is an Indian court;

(e)a reference to any legislation or legislative provision includes any statutory modification or re- enactment of, or legislative provision substituted for, and any subordinated legislation issued under, that legislation or legislative provision;

(f)the metric system of measurement shall be used for the purpose of this

Agreement

(g)headings do not affect the interpretation of this Agreement;

(h)a reference to a day, month or year is relevant to a day, month or year in accordance with the Gregorian calendar; unless otherwise specified in this

Contract.

(i)a reference to Rs., INR or Rupees is to the lawful currency of the Republic of India unless specified otherwise;

(j)a reference to an agreement, deed, instrument or other document include the same as amended, novated, supplemented, varied or replaced from time to time; and

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(k)the expressions “including”, “includes” and “include” have the meaning as if followed by “without limitation”.

(l)The expression "writing" or "written" shall include communications by Telex, Telegram, Facsimile (FAX) and Letter.

(m)If any provision in Clause 1.1 is a substantive provision conferring a right or imposing an obligation on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement.

1.3Contract Documents

(a)The following documents shall constitute the Agreement between the Owner and the Mine Operator, and each shall be read and construed as an integral part of the

Agreement:

(i)Project Agreement including any Corrigendum/Clarification(s) issued by the

Owner to RFP Documents. Any Corrigendum/amendment issued later shall prevail over the earlier corrigendum/amendment.

(ii)The Allotment Agreement for [Name of the Project] with Govt. of India

(iii)Letter of Acceptance

(iv)Approved Mining Plan

(v)EIA/EMP including Hydro-Geological Report, along with EC and FC Letter issued by Ministry of Environment and Forests (MOEF), Government of India.

(vi)Geological Report

(vii)Price Proposal submitted by Mine Operator along with the Certificate of Total Compliance

(viii)Techno-commercial Proposal submitted by the Mine Operator together with additional documents / clarifications, if any.

(ix)Instructions to Bidders.

(x)Report on Area Drainage study and nala diversion.

(xi)SES Study Report

(xii)Single Line Diagram of Electrical system.

(xiii)Consent to Establish

(b)All documents forming part of the Agreement (and all parts thereof) are intended to be correlative, complementary and mutually explanatory. The Agreement shall be read as a whole. However in case of any ambiguity or conflict between the documents listed above at Clause 1.3(a), the order of precedence shall be the order in which the documents are listed in Clause 1.3(a).

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(c)In case of ambiguities or discrepancies within this Agreement, the following shall apply:

(i)between two or more clauses of this Agreement, the provisions of a specific clause relevant to the issue under consideration shall prevail over those in other clauses;

(ii)between the clauses and the schedules, the clauses shall prevail and between schedules and annexes, the schedules shall prevail; and

(iii)between any value written in numerals and that in words, the latter shall prevail.

2APPOINTMENT

Subject to and in accordance with the provisions of this Agreement, the Applicable Laws and the Mining Lease, the Owner hereby appoints the Mine Operator to provide the Mining Services during the subsistence of this Agreement and the Mine Operator hereby consents to its appointment and agrees to provide the Mining Services in accordance with the terms and conditions set forth herein. The Mine

Operator or its authorized person (acceptable to NTPC) shall be deemed agent of the Mine though for the purpose of Mines Act 1952 and statutes made thereunder, as applicable, NTPC shall appoint Agent and all other Statutory Manpower like

Mine Manager, Safety Officer, Surveyor (head) and Blasting Overman / Foreman as required by Law or directed by Director General of Mines Safety (DGMS), who shall be responsible for communication with statutory authorities. Notwithstanding anything stated, the Mine Operator shall also appoint all required manpower required to discharge its obligations under the Agreement including manpower for discharging all statutory duties (though manpower appointed by Mine Operator shall not be known as statutory manpower). Any appointment made by the Mine Operator has to conform to the Applicable Laws including the qualification requirements set out under the Mines Act, 1952 and Coal Mine Regulation, 1957. The Mine Operator and its representative shall for the avoidance of doubt, assume all such obligations and responsibilities, including preparation and submission of periodic reports etc., under the Mines Act 1952 and statutes made thereunder as applicable and take all such other steps as may be necessary to comply with the Applicable Laws.

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3 WARRANTIES AND ACKNOWLEDGEMENTS

3.1Warranties as to Capacity and Performance

3.1.1The Owner hereby represents and warrants to the Mine Operator that as of the

Commencement Date:

(a)it is a company, validly existing and in good standing under the laws of India and is qualified to do business contemplated herein, and is in good standing in all places where necessary in the light of the business and properties it conducts and owns;

(b)the execution, delivery and performance of this Agreement has been duly authorised by the Owner's board of directors and by all other necessary corporate action;

(c)there are no proceedings pending, or to the best of its knowledge, threatened for the liquidation of the Owner or that could materially adversely affect the performance by the Owner of its obligations under this Agreement; and

(d)this Agreement constitutes the legal valid and binding obligation of the Owner, enforceable against the Owner in accordance with the terms in this

Agreement, except to the extent that its enforceability may be limited by bankruptcy, insolvency, or any other similar laws affecting the rights of creditors generally or by general principles of equity.

3.1.2The Mine Operator hereby represents and warrants to the Owner that as of the

Commencement Date:

(a)it is validly existing and in good standing under the laws of its country of origin and is qualified to do business as contemplated herein and is in good standing in all places where necessary in the light of the business it conducts and properties it owns and to perform its obligations hereunder and to carry out the acts and activities contemplated to be carried out by it hereunder;

(b)the execution, delivery and performance of this Agreement and the Contract Performance Guarantee, have been duly authorised by the Mine Operator and its respective board of directors and by all other necessary corporate action;

(c)there are no actions, suits, claims, proceedings or investigations pending or, to the best of Mine Operator’s knowledge, threatened in writing against Mine

Operator at law, in equity, or otherwise, and whether civil or criminal in nature, before or by, any court, commission, arbitrator or governmental agency or authority, and there are no outstanding judgments, decrees or orders of any such courts, commission, arbitrator or governmental agencies or authorities, which materially adversely affect Mine Operator’s ability to execute the Project or to comply with its obligations under this Agreement;

(d)this Agreement and the Contract Performance Guarantee constitute the legal, valid and binding obligation of the Mine Operator, enforceable against the Mine Operator in accordance with their terms, except to the extent that their enforceability may be limited by bankruptcy, insolvency or any other similar

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laws affecting the rights of creditors generally or by general principles of equity;

(e)the execution, delivery and performance of the Agreement shall not conflict with, result in the breach of or constitute a default or violation under any of the terms of the articles of incorporation or the by-laws of the Mine Operator under Applicable Laws applicable to its business or properties or under any material covenant, agreement, understanding, decree or order to which the Mine Operator is a Party or by which the Mine Operator or any of its properties or assets may be bound or affected;

(f)the Mine Operator has the necessary expertise, experience and capability including sufficient and competent work force, including mangers, engineers, supervisors, foremen and other personnel to provide the Mining Services, develop and operate the Site efficiently and expeditiously in accordance with this Agreement; and

(g)the Joint Operating Agreement / Consortium agreement has been duly executed by the Mine Operator and its Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding Company /Consortium Members on whose strength/ experience the Mine Operator had sought qualification during the Request for Proposal stage (copy of Joint Operating

Agreement/ Consortium Agreement placed at Schedule 12/Schedule-13) and the preceding sub-clauses of this Clause 3.1.2 apply mutatis mutandis to the

Joint Operating Agreement/ Consortium Agreement as they apply to this

Agreement.

3.2Acknowledgements and Undertakings

a)The Mine Operator warrants and agrees that it shall during the Term perform the Mining Services in accordance with the Applicable Law and:

(i)in a competent, proper and workmanlike manner;

(ii)exercising skill, due diligence and care; and

(iii)which is equal to or better than standards of Good Industry Practice.

b)The Mine Operator hereby acknowledges and agrees that it has been allowed access to the Site, has had sufficient time to thoroughly review the RFP

Document and has carried out its own inspection of the Site and its surroundings before the submission of Proposal and has made its own assessment as to the physical conditions, geology and geotechnical characteristics of the Site and its surroundings (including water, atmospheric and sub-surface conditions or characteristics).

c)The Mine Operator hereby acknowledges and agrees that failure by it to inspect the Site to the extent that was practicable and inform itself regarding the Site, the physical conditions, geology and geotechnical characteristics and other information/data relating to the Site and the local and other conditions referred to in the RFP Document shall not in any manner whatsoever relieve the Mine Operator of its liability to perform this Agreement in accordance with its terms.

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4 TERM OF THE AGREEMENT

4.1Basic Term

This Agreement shall come into effect from the Commencement Date of the Contract and shall remain valid till the [25th anniversary] of the Coal Production start date, unless terminated earlier in accordance with Clause 24 ("Basic Term").

4.2Extended Term

If coal reserves in the [NAME OF THE PROJECT] have not been recovered fully till the end of the Basic Term in accordance with Clause 4.1, the Agreement shall automatically stand extended for such period of time as may be required for exhaustion of the total reserve of [NAME OF THE PROJECT] on the same terms and conditions as specified in this Agreement ("Extended Term").

In case the Agreement extends into the Extended Term as specified above, the Mining Fee for extended term shall be as per the provisions of schedule 11 of this

Agreement.

[Mine Closure and OB Re handling Term

[This Agreement shall also stand(remain valid) for […] years after end of Mine life/ exhaustion of the total reserve of [ NAME OF THE PROJECT] during which Mine Closure including OB Re-handling shall be carried out by Mine Operator].

[OB Re-handling Term: OB Re-handling term shall commence after exhaustion of contracted quantity of coal and beyond […] th year of mining operations which shall not extend beyond […] years thereafter. OB re-handling includes loosening (if necessary), spreading, handling, transportation and backfilling of OB into the void as shown in the Revised Final stage Dump Plan (Plate No-53) of Approved Mining Plan. Bidder is required to refer the Approved Mining Plan and stipulations of EC for any further clarification in this regard].

4.3Term

The “Basic Term” including “Mine Closure and [OB Re handling Term]” or the “Basic Term” combined with “ Mine Closure and [OB Re handling Term]” & the “Extended Term, in each case, if any, is herein referred to as the "Term". The last date of the Term shall be the expiry date ("Expiry Date").

4.4Stages of the Agreement

The Term shall consist of the following two (2) stages:

a)Development Stage

The "Development Stage" shall commence on the "Commencement Date" or Effective Date of Contract and end on the 720th day immediately following the "Commencement Date", unless extended by the Parties in accordance with Clause 8.3.

The Development Stage shall be divided into Development Years.

b)Operations Stage

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6 PERFORMANCE GUARANTEES

6.1Letter of Credit by the Owner

(i)No later than 30 days prior to the Coal Production Start Date, as security for the fulfilment of its payment obligations during the Operations Stage, the Owner shall furnish the Mine Operator with an irrevocable and revolving standby letter of credit issued in favour of the Mine Operator ("Letter of Credit"). The

Owner shall replace or renew such Letter of Credit no later than 30 days prior to its expiry date.

(ii)The Letter of Credit shall be for a term not less than one (1) year and shall be for an amount equal to 1.1 times of the maximum Monthly Scheduled Quantity (SQ) stated for that Operating Year in the AAPP at the previous Operating

Year's weighted average Mining Fee. However, for the First Operating Year, the amount shall be equal to 1.1 times the maximum Monthly Scheduled

Quantity stated in the AAPP at the Mining Fee for the First Operating Year duly adjusted in accordance with the Escalation Formula specified in Schedule 11.

(iii)The Letter of Credit shall be denominated in INR.

(iv)The Owner shall bear all the charges associated with the opening, maintaining, and renewing the Letter of Credit.

(v)The Mine Operator may draw upon the Letter of Credit, by presenting such

Letter of Credit along with such supporting documents as the Acceptable Bank may require if and only if any amount due and payable by the Owner to the Mine Operator under monthly Payment Claim in accordance with this Agreement remains unpaid by the Owner on its due date

(vi)The Owner shall ensure that the Letter of Credit stands replenished within 5 days of drawl of funds by the Mine Operator.

6.2Contract Performance Guarantee by the Mine Operator

(a)No later than 30 days following the Commencement Date, the Mine Operator shall furnish the Owner an irrevocable and unconditional bank guarantee for an amount equivalent to 5% of the estimated annual contract value under the terms of the contract from an Acceptable Bank in the format enclosed at Volume I of the RFP Document ("Contract Performance Guarantee") towards security for the fulfilment of its obligations under this Agreement. The estimated annual contract value shall be: Mining Fee (Rate per tonne of coal) quoted by the bidder multiplied by [….] million tones i.e. Peak Annual Rated capacity of the mine.

(b)The Contract Performance Guarantee shall remain valid for the entire Term of the Agreement. Initially it shall be kept valid for a period of ninety (90) days beyond the 5th anniversary of the Commencement Date and thereafter it shall be renewed/extended in steps of five (5) years at least three (3) months prior to the expiry of the earlier validity. Failure to renew/extend the validity of the

Contract Performance Guarantee within the aforesaid stipulated period shall entitle the Owner to encash the Contract Performance Guarantee without any notice to the Mine Operator. The guarantee amount shall be payable to the Owner without any condition whatsoever.

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(c)The Contract Performance Guarantee shall not in any manner be construed as limiting the damages payable by the Mine Operator to the Owner in accordance with the terms of this Agreement.

6.3Performance Guarantee by other Executants of JOA

(a)No later than [30] days following the Commencement Date, the Mine Operator shall procure from each of the other executants of Joint Operating Agreement

(JOA) other than itself and deliver to the Owner an irrevocable and unconditional bank guarantee for an amount equivalent to 1% of the estimated annual contract value under the terms of the contract from an Acceptable Bank in the format enclosed at Volume I of the RFP Document ("Performance Guarantee") towards security for the fulfilment of obligations under the Joint Operating Agreement by each of the executants. The estimated annual contract value shall be: Mining Fee (Rate per tonne of coal) quoted by the bidder multiplied by […] million tonnes i.e. Peak Annual

Rated Capacity of the mine.

(b)The Performance Guarantee shall be kept valid and operative until 90 days after the expiry of the validity of JOA. Initially it shall be kept valid for a period of ninety (90) days beyond the 5th anniversary of the Commencement Date and thereafter it shall be renewed/extended in steps of five (5) years at least three (3) months prior to the expiry of the earlier validity. Failure to renew/extend the validity of the Performance Guarantee with in the aforesaid stipulated period shall entitle the Owner to encash the Contract Performance

Guarantee and/or Performance Guarantee without any notice to the Mine Operator or the executant(s) of JOA. The guarantee amount shall be payable to the Owner without any condition whatsoever.

(c)The Performance Guarantees shall not in any manner be construed as limiting the damages payable by the Mine Operator and/or other executants of JOA to the Owner in accordance with the terms of this Agreement or JOA.

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7 MINE OPERATORS'S OBLIGATIONS THROUGHOUT THE TERM

7.1Compliance with law

Subject to the provisions of 7.1.1, the Mine Operator shall at its own cost during the

Term:

(a)comply with Applicable Laws during the performance of its obligations under this Agreement, including, for the avoidance of doubt, compliance with the terms and conditions of the Mining Lease and the Approvals relating to the Site and hold harmless the Owner from and against any and all liabilities, damages, claims, fines, penalties and expenses of whatever nature arising or resulting from the violations of such Applicable Laws by the Mine Operator or its officials or personnel including the subcontractors and their Personnel;

(b)comply with all the relevant directions and guidelines issued by any Authority and relevant Indian standards in respect of the Site or the performance of the Mining Services and its other obligations under this Agreement including any direction issues by Owner’s Mine Manager; and

(c)promptly give the Owner's Representative/Owner’s Mine Manager copies of all relevant documents issued by or presented to any Authority.

7.1.1

For any:

a)change in law; and/or

b)consent, approval or license, available or obtained for the Project, being issued or changed (which shall deem to include any change in interpretation or application) by any Authority after seven (7) days prior to the scheduled date of submission of

Project Proposal, otherwise than for default of the Mine Operator,

the compliance of which affects the costs, expenses and obligation of either Party, the

Mining Fee and the obligations of the affected Party shall be reasonably adjusted to the extent that the Party has been affected in the performance of any of its obligations under the terms of this Agreement to be supported by documentary evidence, unless and otherwise specifically excluded or separately provided elsewhere in the Project Agreement.

At all times during the Term, the Owner shall provide the Mine Operator a copy of the

Mining Lease (if applicable) and related approvals, as applicable, for the Owner.

Notwithstanding anything stated above, in case Parties are not able to arrive at agreement regarding adjustment arising out of provisions of this Clause, the matter shall be dealt in accordance with the clause 23 (i.e. Dispute Resolution) of the Project Agreement.

7.2Approvals

(a)The Mine Operator shall, at its own cost obtain all such Approvals or renewals

(as detailed at Clause 14.1 of schedule-2) thereof, as may from time to time be required to be obtained by it with respect to the Mining Services or performance of its obligations under this Agreement. The Owner shall at its

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own cost provide reasonable assistance if so requested by the Mine Operator to comply with its obligations under this clause.

(b)The Mine Operator shall at all times:

(i)keep the Owner's Representative fully informed of the Approvals or renewals obtained by it; and

(ii)promptly provide copies of all Approvals obtained by the Mine Operator.

7.3Compliance With Directions

(a)The Mine Operator shall comply with all reasonable directions given by the Owner’s Representative and Owner’s Mine Manager consistent with this Agreement.

(b)If the Mine Operator considers that a direction given by the Owner's Representative shall constitute a variation from the Mining Services specified at Schedule 2, the Mine Operator may by written notice inform the Owner's Representative of such variation together with details.

(c)No later than 10 Business Days following receipt by the Owner's

Representative of the notice under Clause 7.3(b) from the Mine Operator, the Owner's Representative may, by written order, either withdraw its directions or amend them appropriately or seek compliance in their original form, which then shall be binding on the Mine Operator to comply.

(d)Where a direction constitutes a variation from the scope of work specified at Schedule 2, the affected Party may claim compensation by providing necessary details and documentary evidence in this regard.

7.4Security of the Site and the Mine Operator's Plant and Equipments

The Mine Operator shall be solely responsible and liable for the overall security of the Site and the Mine Operator's Plant and Equipment and Owner’s Facilities being operated by the Mine Operator and shall ensure that such security is consistent with Good Industry Practices.

7.5Appointment at statutory positions including Mine Manager

NTPC shall appoint all Statutory Manpower as required in the Mines Act 1952,

Coal Mines Regulation 1957 and as may be directed by DGMS. The statutory

Manpower appointed by Owner shall act as per statutes and shall be responsible for communication with statutory authorities. For avoidance of any doubt, all the operational obligations and risks shall be with Mine Operator and manpower appointed by Mine Operator including obligations relating to statutory duties. The Mine Operator and its representative shall assume all such obligations and responsibilities, including preparation and submission of periodic reports etc., under the Mines Act 1952 and statutes made there under as applicable and take all such other steps as may be necessary to comply with the Applicable Laws. The

Mine Operator shall employ and engage all the manpower required to perform his duties under the terms of this Agreement including but not limited to supervision of mine operations, safety, discharging statutory duties and providing all supporting to the statutory manpower appointed by Owner in discharging their duties. All the

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employees and manpower engaged by Mine Operator shall be competent as per the Mines Act 1952, the Coal Mines Regulation, 1957, as may be directed by DGMS from time to time and other Applicable Laws for discharging their duties in safe and efficient manner. Any commercial, financial, legal or other implication arising out of such acts and appointments shall be responsibility of Mine Operator except salaries of the Owner’s Statutory Manpower and have been considered in Mining Fee.

The Mine Operator shall, appoint a manager for the Site who shall be competent as per Mines Act, Coal Mines Regulation 1957 and shall act as Mine Operator’s

Project Manager who, for the avoidance of doubt, shall be the superintendent of the [ NAME OF THE PROJECT] Coal and shall assume the entirely responsibility for all activities involved in development and operation of the [ NAME OF THE PROJECT] Coal Mine Pit.

Notwithstanding, the appointment of the Manager, the Agent and other officials by Owner, the Mine Operator and its personnel shall continue to be responsible and liable for compliance with Applicable Laws. In any event the liability and responsibilities of the Mine Operator shall be no less than that of Agent and Manager.

7.6Submission of Annual audited Statement towards Progressive Mine Closure Activities

The Mine Operator shall submit to the Owner the annual financial statement of cost incurred towards progressive mine closure activities duly certified by National

Environmental Engineering Research Institute (NEERI) or Central Mine Planning &

Design Institute Limited (CMPDIL) or any other institute as may be notified by the Government for these purpose to an acceptable level by the Coal Controller.

7.7The Mine Operator shall be responsible & liable for achieving the milestones for development of [NAME OF THE PROJECT] and also for the guaranteed coal production. Failure to adhere to the milestone(s)/ guaranteed production and/or if any penalty is imposed and/or Bank Guarantee required to be submitted by Owner is en-cashed, it shall be to the Mine Operator’s account provided it is due to the default on account of Mine Operator. Further all responsibilities for adhering to the terms and conditions specified by the MoC, GoI or State Authorities for allotment of the [NAME OF THE PROJECT] shall be that of the Mine Operator only to the extent the same falls under the scope of services of Mine Operator as specified in this Project Agreement.

7.8 NTPC have entered into an Agreement with			Govt. of India (hereinafter called
Allotment Agreement) for allocation of [NAME OF THE PROJECT]					dated
30.03.2015. The copy of the same is enclosed as Schedule-17 of this Project
Agreement. The		Mine Operator confirms that it has read and understood the
terms of	the	allotment agreement dated	30.03.2015	entered into	between
Government of India and NTPC			(“Allotment	Agreement”). The Mine
Operator further agrees and undertakes that			it shall observe and comply with
the terms	and conditions of the Allotment Agreement, and shall ensure that their
sub-Contractors, if any, observe and comply			with the terms and conditions of
the Allotment Agreement.

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8DEVELOPMENT STAGE OBLIGATIONS

No later than the last date of the Development Stage, the Parties shall, at their own cost and expense, fulfill their respective obligations set forth in Clauses 8.1 and 8.2, as case may be.

8.1Owner's Obligations

(a)Obtaining Approvals

The Owner shall obtain the clearances for the Project set forth in Clause 1(c) of Schedule 5.

(b)The owner shall undertake following activities regarding land acquisition, R&R and shall be limited to

i.Notification under CBA and LA Act.

ii.Documented payment for- Private, Government and Forest Land at State Government approved rates.

iii.Documented payments to PAPs for Assets on land, Annuity, payment of grants as per entitlement

iv.Annuity payment

v.Documented Payment of grants/ entitlement as per NTPC’s approved R&R Plan/Policy

vi.[A fixed payment of INR [……..]million (specific to project) or the amount quoted whichever is lower for R&R Colony to

Mine Operator]

vii.Any other statutory payment to Authorities, State

Government related to land acquisition and R&R.

viii.All payments including payments to squatters/forest dwellers as per government norms / claimants certified under FRA

2006 & to encroachers certified by state Government for

GMJJ Land to be done by NTPC.

ix.All payments as per government norms to be done by NTPC to state government.

The Owner shall make documented payment to Government Authorities directly where the payment towards Land Acquisition is to be made to

Government authorities. In case of other beneficiaries payment towards land acquisition shall be paid through cheque in the name of beneficiaries and cheque will be handed over to Mine Operator for distribution. (Refer Clause

1A of schedule -2)

The Owner shall obtain, renew and retain mining rights for the Mining Lease required for the provision of the Mining.

(c)Owner's Facilities

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The Owner shall cause the construction and commissioning, of the Owner's Facilities in accordance with Good Industry Practice and as per the schedule specified in the Operational Plan. The Owner will ensure that the Owner’s

Facilities (including railway siding) are fit for their purpose and constructed in accordance with Good Industry Practice.

(d)Issuance of Power of Attorney

Owner shall provide necessary power of attorney(wherever necessary) in favor of Mine Operator acting on its behalf to make, submit letters/applications/ reports, obtain clearances/approvals and deal with various authorities in this regard.

(e)Owner shall provide necessary power of attorney(wherever necessary) in favor of Mine Operator acting on its behalf to make, submit letters/applications/ reports, obtain clearances/approvals and deal with various authorities to obtain Explosives License

8.2Mine Operator's Obligations during Development Stage

(a)Development of a Operational Plan

(i)Within 60 days of the Commencement Date, the Mine Operator shall provide the Owner with a detailed operational plan for the activities it intends to undertake during the Term and such plan shall include its equipment and facilities procurement plan ("Draft Operational Plan"). Such Draft Operational Plan shall also include key milestones to be achieved by the Mine Operator during the Development Stage.

(ii)The Owner shall no later than 30 days of receipt of such Draft

Operational Plan from the Mine Operator notify the Mine Operator with its comments/observations on such Draft Operational Plan and suggest changes for the Mine Operator to revise the Draft Operational Plan.

(iii)The Mine Operator shall no later than 30 days following receipt of the Owner's notice accept or reject changes suggested by the Owner. If the Mine Operator accepts the Owner's comments/suggestion, it shall issue a revised operational plan ("Operational Plan"); it being clarified that in the event the Owner does not notify the Mine Operator of its comments/suggestions within the period of 30 days mentioned in Clause 8.2(a) (ii) above, the Draft Operational Plan shall be deemed to be the Operational Plan and the Mine Operator shall not be required to issue a revised version of the same under this Clause 8.2 (a) (iii). If the Mine Operator does not accept the Owner's suggested changes on the

Operational Plan, the Mine Operator may refer the matter to be finally resolved in accordance with Clause 23.

(iv)Power supply arrangement for construction activities of Mine Operator during development stage shall be arranged by Mine operator and no additional charges shall be payable by Owner on this account

(b)Land Acquisition

The Mine Operator shall be responsible for all the pending activities towards land acquisition. All notifications with respect to CBA and applicable Land

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Acquisition Act shall be in the name of NTPC. Mine operator shall assist NTPC in applying for such notifications. The Mine operator shall acquire on behalf of owner all the Private, Government and Forest land free from all encumbrances in phases for Mining and other purposes including land required for Coal evacuation corridor upto Mine boundary , external dumps, ,

R&R Colony, approach road from state highway to mine entry, land for coal evacuation and other infrastructural facilities (if any).

Mine Operator shall also be responsible for all coordination and liaising with PAPs and Govt. Authorities. Detailed activities provided at clause 1 A of schedule 2 of this agreement.

(c)R&R

Activities provided at Clause 1B of Schedule 2 of this agreement

(d)Financial tie up

The Mine Operator shall achieve financial closure with respect to the financing of any part of the activities required for performance of its obligations under this Agreement.

(e)Site Construction Activity including construction & maintenance of Fixed Infrastructure

The Mine Operator shall cause the construction, commissioning and maintenance of the Mine Operator's Plants and Equipment and Fixed Infrastructure at its own cost. Mine Operator shall

(i)Construct, operate and maintain Fixed Infrastructure Facilities of mine area including CHP & Crushing system, explosives magazine, fuel storage facilities and coal lab (buildings & equipment), workshops and stores, Effluent Treatment Plant (ETP) for water recycling, if required as per Environmental clearance.

(ii)Arrangement of power including back up arrangement as necessary during construction and mine development phase.

(iii)Roads & culverts connecting the mine site and offices including construction of approach road from state highway to mine entry.

(iv)Excavation of the box cut and all development and maintenance haul roads.

(v)construction, maintain and operate canteen, rest shelters, first aid centres, bathing and sanitation facilities for its employees as per the existing rules and/or guidelines.

(vi)Residential provisions for its employees.

(f)Box cut and removal of overburden

The Mine Operator shall, commence the activities related to box cut and creating a mine entry in order to enable it to deliver coal to the Owner in accordance with the AAPP.

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(g)Construction of loading system for loading the Coal into wagons of MGR System or interconnecting Indian railways.

(h)Mine Operator should file all papers in its own name for obtaining explosives license. However, NTPC Ltd. shall provide all documents/ agreements to the

Mine Operator for enabling Mine Operator to put its case with the Controller of Explosives. In case the concerned department refuses to grant Explosives license to the Mine Operator, Mine Operator to act on behalf of Owner in obtaining the License in the name of Owner based authorization as given under Clause 8.1(e)

(i)The Joint Venture Company incorporated by the Consortium members and each of the Consortium members shall be jointly & severally responsible and liable to NTPC to perform all contractual obligations throughout the term of the contract.

Consortium Leader shall have at least 51% of the total paid up share Capital of the

Joint Venture Company and each of the other Consortium members shall have at least 10% of the total paid up share Capital of the Joint Venture Company. All members of the consortium shall continue to retain above minimum holding till complete term of the Contract.

No change in the equity share holding in the Joint Venture Company shall be allowed till the mine achieves 85% of the Contracted Capacity of the Project. After the Mine has achieved 85% of the Contracted capacity, the Consortium members shall continue to maintain their share holding in Joint Venture Company in such a manner that, the Consortium leader shall have at least 51% of the total paid up share capital of the Joint Venture Company and each of the other Consortium members shall have at least 10% of the total paid up share capital of the Joint Venture Company, till complete term of the Contract. Provided further that no change in the share holding of Joint Venture Company shall be permissible without prior consent of the Owner. The Owner may grant such consent subject to the terms & conditions as it may deem fit.

(j)[The Mine Operator shall supply, design, engineer, construct and commission the Cross Country Conveyor system to transfer coal from the mine end upto the loading silo. Owner has carried out a survey for the conveyor corridor and the location of loading silo is proposed at Urda/Khadamdari village. The requirements, scope, guarantees, quality assurance requirements including the specification for various aspects covering civil, mechanical, electrical system

requirement for the various facilities shall be as per “Technical Specification for

Cross Country Conveyor” listed at Clause 1.3 (a) (xii) of Project Agreement.

In order to facilitate cash flow of the Mine Operator, Owner shall pay a maximum of INR[…] Million towards design and construction of Cross Country

Coal Conveyor.]

(k)[The Mine Operator shall construct Private Railway Siding to connect the loading silo with the Indian Railways Network. Owner has carried out a feasibility study through M/s RITES and as per the study the silo area shall be provided with the loading bulb and this loading bulb shall be connected at Shivpur Station. Shivpur station is planned on the proposed Tori-Shivpur-Kathautia-Koderma section of the East Central Railway (ECR). The Feasibility Report has been approved in principle by ECR. The Feasibility Report prepared by M/s RITES is enclosed with the tender documents as listed at Clause 1.3 (a) (xiii) of Project Agreement.

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In order to facilitate cash flow of the Mine Operator, Owner shall pay a maximum of INR […] Million towards construction of Private Railway Siding.]

(Note- The provision of clause (j) & clause (k) are project specific and may change as per project requirement)

8.3Extension of Development Stage

(a)The Parties shall keep each other informed on the progress achieved vis-à-vis the Operational Plan in meeting their respective obligations specified in Clause 8.1 or Clause 8.2, as the case may be. In the event that either Party expects a delay in fulfilling its obligations for reasons beyond the reasonable control of the Party, it shall promptly inform the other Party of such delay and the extent to which it may affect the development stage activities and corrective action(s) to be taken.

(b)In the event that either Party fails to fulfill its obligations under Clause 8.1 or

8.2, as the case may be, within 720 days from the Commencement Date, the defaulting Party shall have the right to seek extension of Development Stage by a period of 120 days including any extension on account of Force Majeure

without any financial implication on either side. However the extension in

Development stage period shall be considered for adjustment of Mining Fee

on	account	of	Price escalation. In the	event that the defaulting Party
fails	to fulfill	its	obligations even during	the extended period of 120 days

for reasons beyond the reasonable control of the Party , the Parties shall have good faith discussions and mutually agree upon the future course of action depending upon the circumstances prevailing at that time.

8.4Notice

(a)Each Party shall as soon as possible and no later than 10 days prior to last date of the Development Stage, notify the other Party of the compliance by it of its obligations under Clause 8.1 or Clause 8.2, as the case may be, together with documentary evidence, if any, of such compliance. Upon receipt of such notice the Party receiving such notice may seek reasonable clarifications or additional information that it may require.

(b)The Owner shall as soon as possible and no later than 5 days prior to last date of the Development Stage, serve upon the Mine Operator a notice confirming the Coal Production Start Date and directing the Mine Operator to commence Mining Services from such date.

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9CORRUPT OR FRAUDULENT PRACTICES AND FRAUD PREVENTION POLICY

9.1Corrupt or Fraudulent Practices

The Mine Operator shall observe the highest standard of ethics during the execution of the Project Agreement. For the purposes of this provision, the terms set forth below are defined as follows:

(a)"corrupt practice" means the offering, giving, receiving or soliciting in any manner whatsoever, directly or indirectly, of anything of value to influence the decision or action of a public official or Owner’s official or its engaged consultant(s) or advisor(s) during any stage of the procurement process or execution of the Project Agreement; and

(b)"fraudulent practice" means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of Owner, and includes collusive practice among Mine Operators

(prior to or after Project Proposal submission) designed to establish Project Proposal prices at artificial non-competitive levels and to deprive Owner of the benefits of free and open competition; If the Mine Operator, in the judgement of the Owner has engaged in corrupt or fraudulent practices in competing for or in executing the Agreement, the Owner shall take any and all such actions including termination as may be considered necessary or desirable by Owner in such circumstances.

9.2Fraud Prevention Policy

The Mine Operator along with its Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding Company / associates / collaborator/ sub-contractors /sub-vendors/Consultants/service providers shall strictly adhere to the Fraud Prevention Policy of NTPC displayed on NTPC tender website http://www.ntpctender.com ("Fraud Prevention Policy") and shall immediately apprise the NTPC about any fraud or suspected fraud as soon as it comes to their notice. The Mine Operator alongwith their Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding Company / associates / collaborator/ sub- contractors / sub-vendors / Consultants / service providers shall observe the highest standard of ethics and shall not indulge or allow any body else working in their organization to indulge in fraudulent activities during execution of the contract.

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10 OPERATIONS STAGE OBLIGATIONS

10.1Owner's Obligations

(a)Use of Owner's Facilities

On the Coal Production Start Date, the Owner shall provide full access to and use of the Owner's Facilities, to the extent required, for the performance of

Mining Services by the Mine Operator. The Owner shall permit such usage of its facilities without any charges being levied on the Mine Operator.

(b)Offtake of Coal

The Owner is making arrangement for coal evacuation system by rail by connecting the mine by MGR / Indian Railway System to the linked power project.

(Note: Owner may considered to include the construction of Cross country conveyor and/or Private Railway Siding in the scope of Mine Operator as per requirement of Project)

(c)Land Acquisition

The Owner’s obligation related to land acquisition shall be in accordance with Clause 1A of Schedule 2.

(d)Power supply

(i)The Owner shall make necessary arrangement for power supply at Main receiving Sub-station including breaker panels, switchgear, associated electrical equipment as shown in the electrical single line diagram at the site for meeting the electrical power requirement. The

Mine operator shall make necessary arrangement to distribute the power supply from main receiving station to Mine and other infrastructures on chargeable basis.

(ii)The charges for the power supply extended to the Mine Operator shall be at the actual cost charged by DISCOM / [Name of Linked power Project] to the Owner which shall be paid by Mine Operator. The owner shall provide a third party agency metering arrangement for measurement of power drawn by MDO at 33KV feeders . The fixed charges /demand charges shall be paid by the Mine Operator on the basis of higher of the following:

maximum demand recorded on the feeders

maximum demand indicated in the bid.

(iii)The Mine operator shall maintain a power factor of 0.95 or better for the power being consumed by it. Any penalty on this account from State DISCOM/ [Name of Linked Power Project] shall be borne by Mine Operator.

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11 SITE

11.1Ownership of the Site

Notwithstanding anything stated anywhere in the Agreement, all minerals taken or extracted from the Site (including rights for coal production) shall remain the absolute property of the Owner.

11.2Right to use the Site

The Owner grants to the Mine Operator from the Commencement Date the right to use the Site solely for the purposes of providing the Mining Services and performing its obligations under this Agreement.

11.3Conditions of Right to use the Site

The right referred to in Clause 11.2:

(a)shall terminate immediately upon the expiration or termination of this Agreement for any reason;

(b)does not create in the Mine Operator any lease, tenancy or other proprietary interest in and with respect to the Site; and

(c)confers on the Mine Operator the exclusive right to use the Owner's Facilities.

11.4Prohibited use of the Site

(a)The Mine Operator shall not, without the Owner's Representative's written consent:

(i)use or allow the Site to be used for any purpose other than for the provision of Mining Services; or

(ii)undertake or permit to be undertaken any improvements to the Site beyond the scope of the approved Mining Plan; or

(iii)do or allow any act or omission on the Site which may result in any breach or revocation of the Mining Lease or any other Approvals.

(iv)Allow entry of any person including any employee or visitor

(b)The Mine Operator shall not:

(i)do or allow any illegal or offensive act or omission on the Site;

(ii)do or allow any act or omission which causes a nuisance or disturbance or damage to any other person using the Site or using or occupying any land in the vicinity of the Site, except as may be reasonably required in performance of the Mining Services ;

(iii)do or allow any act or omission which results in the Owner incurring any liability or becoming bound by any obligation in respect of the Site, except as expressly agreed to by the Owner.

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11.5Separate Contractors on Site

(a)The Owner may at its sole discretion utilize Separate Contractors on the Site to perform such activities not contracted out to the Mine Operator.

(b)The Mine Operator shall co-operate with any Separate Contractors appointed by the Owner and it shall coordinate its work with such other Separate Contractors' work to minimise any interference or delays in the work performed by such Separate Contractors.

(c)The Mine Operator shall comply with all written directions from the Owner's

Representative regarding Separate Contractors and their work; and allow any Separate contractors engaged by the Owner to use the amenities, utilities, and facilities available on Site including those owned by the Owner without seeking any compensation from the Owner or its engaged Contractors.

11.6Archaeological and Heritage Items on Site

(a)The Mine Operator shall not damage or destroy any item on the Site or its surrounds which is of an archaeological or heritage nature or disturb any designated area identified in the Mining Plan without the Owner's

Representative's prior written approval.

(b)If the Mine Operator discovers any item on the Site or its surrounds which is of an archaeological or heritage nature, the Mine Operator shall promptly inform the Owner's Representative in writing and seek the Owner's Representative's instructions in dealing with the item.

11.7Responsibility for Care of the Site

The Mine Operator shall be responsible for the care of all parts of the Site as made available to it by the Owner immediately from the time when the Owner makes the entire Site or such parts of the Site, as the case may be, available to the Mine

Operator pursuant to Clause 11.2 up to the Expiry Date.

11.8Co-operation with other agencies operating at Site

The Mine Operator is aware of and hereby acknowledges that the Government of India has, and may from time to time, issue licenses/permits/concessions to certain agencies/third party(ies) for the exploration in certain portions of the [NAME OF THE PROJECT]. The Mine Operator shall render all necessary assistance and co- operation to such agencies/third party(ies) including coordinating safety measures/precautions with such agencies/third party(ies) as may be diligently required to ensure that in accordance with the Owner’s directions, the provision of the Mining Services are not in any manner prejudiced while CBM(Coal Bed

Methane) exploration/exploitation in such overlapping CBM blocks are undertaken.

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12. PERSONNEL AND SUBCONTRACTING

12.1Personnel

(a)The Mine Operator shall ensure that all Mining Services are performed by, and under the supervision of appropriately qualified, experienced and skilled personnel.

(b)The Owner's Representative may by written notice require the Mine Operator to remove from the Site, or from any activity connected with the Mining Services, any person employed/engaged by the Mine Operator in connection with the provision of the Mining Services who, in the reasonable opinion of the Owner's Representative, is guilty of misconduct or is incompetent or negligent or who works in an unsafe manner that is likely to prejudice the safe operation at the [NAME OF THE PROJECT] .

12.2Subcontracting

(a)Mine operator shall not subcontract any of its obligations under this Agreement without prior written approval of the owner.

(b)In case Mine Operator would like to outsource/sub-contract the work as stipulated in Clause-12.3 of the Project Agreement, then it shall submit details of experience of parties to whom it would like to sub-contract the work involved during development stage and operation stage for approval of the owner. Sub-QR requirement for the Sub-contractor(s) is stipulated at Clause 12.3.

(c)No sub-contracting is allowed in coal extraction during initial one operating year or till cumulative production of minimum 1 MT of coal is achieved, whichever is later.

(d)Mine operator shall not sub-contract more than 75% of the annual coal extraction and OB removal work. The Mine Operator shall submit, within 6 months of issue of

LoA, its detail plan of outsourcing/sub-contracting including the plan for hiring or leasing of HEMM & its O&M, plan for O&M of CHP along with experience details of likely parties to whom it may sub-contract the work, for approval of the owner for the initial period of operation . Mine operator may revise its plan for outsourcing/sub-contracting, as per its requirement with. prior approval of owner thereafter. Sub – QR requirement for the Sub-contractor(s) is stipulated at clause 12.3.

At any given point of time maximum three sub-contractors are allowed for each of the activity mentioned at sl no A, B, C, D, E & F of para 12.3 for which specific qualification requirement have been stipulated. The subcontractor(s) shall meet the sub QR requirements in proportion of the work to be allotted to them

(e)The above sub-contracting provisions shall not apply to individual activities such as deployment of labour, provision of water/electricity/utilities, haul roads, sourcing and management of fuel/lubricants, security etc.

(f)The Mine Operator shall at all times remain solely responsible and liable for all acts, omissions, and other failures of any of its employees, personnel, or other persons that it subcontracts any of its obligations hereunder and any actions on the part of such person shall be attributable to the Mine Operator.

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(g)The Mine Operator shall at all times ensure that its subcontractors comply with all Applicable Laws including industrial relations, safety and environmental issues relevant to the Mining Services. For the avoidance of doubt, it is clarified that any and all subcontracting activities shall be in compliance with the Contract Labour (Regulation and Abolition) Act, 1970. It is expressly clarified that for the purposes of the Contract Labour (Regulation and Abolition) Act, 1970, the "principal employer" shall be deemed to be the Mine Operator and not the Owner. In this regard, the Mine Operator agrees to indemnify and hold harmless the Owner against any claims, costs, expenses, damages and charges levied or incurred by the Owner in relation to any non-compliance by the Mine Operator or any of its subcontractors, of any provision of the Contract Labour (Regulation and Abolition) Act, 1970..

(h)In the event that the Mine Operator appoints a subcontractor with the approval of the Owner, the Mine Operator shall continue to be solely responsible for all its obligations. The Owner shall interact only with the Mine Operator for all matters related to the performance of this Agreement. The Owner, if the situation so warrants, under emergency conditions, and in the event the Owner, acting reasonably, believes that any act or omission is or potentially may result in (a) the commission of an illegal act; (b) safety or environmental issues relating to the Project; may interact, instruct and direct the sub-contractors and the Mine Operator shall ensure that the sub-contractors are required to follow all such directions of the

Owner. The Owner shall at all times keep the Mine Operator informed of any such direct interactions with the sub-contractors. It is clarified that such direct interactions will not absolve the Mine Operator from its responsibilities and obligations specified in the Agreement. Further any direction, instruction given to the sub-contractor shall be complied by the Mine Operator as if directly given to the Mine Operator.

(i)The Mine Operator shall, in the event of any industrial disputes, labour unrests etc involving the Mine Operator's workforce on the Site (but not the Owner's employees), ensure that the continuous performance of the Mining Services is not affected.

12.3SUB QR

SUB-QR FOR SELECTION OF SUB-CONTRACTORS

A. Mine –end CHP

The proposed Sub Contractor should have designed, manufactured/ got manufactured, erected and commissioned at least one number integrated bulk material handling plant (essentially comprising of conveying and crushing) including all associated structural steel works and electrical works of 1000 Metric tonnes per hour rated capacity or above for coal or other minerals of equivalent volumetric capacity which should have been in successful operation for at least one (1) year as on date of award of MDO Contract.

B.Coal Extraction and OB Removal

a)For appointment of Sub contractor for the first time;

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In the preceding seven financial years as on date of award of MDO contract, the proposed sub-contractor should have executed similar work of

i)Single order of at least 80% of estimated quantity or

ii)Two orders of at least 50% of estimated quantity or

iii)Three orders of at least 40% of estimated quantity.

b)For appointment of Sub Contractor for the subsequent contracts;,

In the preceding seven financial years as on date seeking approval for engaging the sub-contractor, the proposed sub-contractor should have executed similar work of

i)Single order of at least 80% of estimated quantity or

ii)Two orders of at least 50% of estimated quantity or

iii)Three orders of at least 40% of estimated quantity.

Necessary documentary evidence in support of execution of the job to be submitted for approval.

C1. Drilling

a)For appointment of Sub contractor for the first time;

In the preceding seven financial years as on date of award of MDO contract, the proposed sub-contractor should have executed similar work of

i)Single order of at least 80% of estimated quantity in meterage or

ii)Two orders of at least 50% of estimated quantity in meterage or

iii)Three orders of at least 40% of estimated quantity in meterage.

b)For appointment of Sub Contractor for the subsequent contracts;

In the preceding seven financial years as on date seeking approval for engaging the sub-contractor, the proposed sub-contractor should have executed similar work of

i)Single order of at least 80% of estimated quantity in meterage or

ii)Two orders of at least 50% of estimated quantity in meterage or

iii)Three orders of at least 40% of estimated quantity in meterage.

Necessary documentary evidence in support of execution of the job to be submitted for approval.

C2. Design agency for Blasting

The optimal blast design, controlled blasting technique and selection of type of explosive for the Blasting operation under the scope of the contract shall be obtained from CMPDI/ CIMFR/ IITs/ ISM, Dhanbad or any other agency who has successfully carried out the above referred activities, for an open cast mine as on date of award of MDO contract.

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Necessary documentary evidence in support of the above shall be submitted for approval.

E. Civil Construction for Mine Infrastructure

In the preceding seven financial years as on date of award of MDO contract, the proposed sub-contractor should have executed similar work of

i)Single order of at least 80% of estimated value or

ii)Two orders of at least 50% of estimated value or

iii)Three orders of at least 40% of estimated value.

Necessary documentary evidence in support of execution of the job to be submitted for approval.

F. Construction of R&R colony

In the preceding seven financial years as on date of award of MDO contract, the proposed sub-contractor should have executed similar work of

i)Single order of at least 80% of estimated value or

ii)Two orders of at least 50% of estimated value or

iii)Three orders of at least 40% of estimated value.

Necessary documentary evidence in support of execution of the job to be submitted for approval.

[G. Construction of Coal Handling System (Cross Country Conveyor System)

1.0Coal Handling Plant

1.1Bidder Offering 2X1800 MTPH Troughed Belt Conveyor System

i)The Bidder/ its sub vendor should have designed, manufactured/got manufactured, erected and commissioned at least one number integrated bulk material handling plant (essentially comprising of conveying) including all associated structural steel works and electrical works of 1000 Metric tonnes per hour rated capacity or above for coal or other minerals of equivalent volumetric capacity which should have been in successful operation for at least one (1) year as on date of award of MDO Contract.

1.2Bidder Offering 2X1800 MTPH Pipe Conveyor System

i)Bidder/ its sub-vendor should have designed, manufactured/got manufactured, erected and commissioned at least one number bulk material handling plant (essentially comprising of pipe conveyor system) including all associated structural steel works and electrical works of 800 Metric Tonnes per hour rated capacity or above for coal/other minerals which is in successful operation for atleast one (1) year as on the date of award of MDO Contract.

ii) Bidder/ its sub-vendor who have designed, manufactured/got manufactured, erected/supervised erection and commissioned/supervised commissioning at least one number bulk material handling plant (essentially comprising of troughed belt conveyor system) including all associated structural steel works and electrical works of 1000 Metric Tonnes per hour rated capacity or above for coal/other minerals which is in successful operation for at least one (1) year as on the date

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of award of MDO Contract but want to offer pipe conveyor system can also participate provided it collaborates /associates with a firm who fully meet the requirements specified at para 1.2 (i) above.

In such a case , the Bidder shall be required to furnish a Deed of Joint Undertaking (DJU) jointly executed by the Bidder, its sub-vendor (if applicable) and the Collaborator/Associate and each executant of DJU shall be jointly and severally liable to the Employer for successful performance of the system, as per the format enclosed with the bidding documents. The Deed of Joint Undertaking

(DJU) should be submitted at the time of placement of order on approved sub- vendor. In such a case, the Collaborator/Associate shall be required to furnish an on-demand bank guarantee for INR 155 Million (Rupees one hundred and fifty five million only).

Notes for Cl.1.1 & 1.2

The reference Bulk material handling plant should be the same type i.e. troughed belt conveyor system or pipe conveyor system as is being offered by the bidder/its sub vendor.

2.0Fast Loading Silo System Equipment

Bidder/ its sub vendor shall source silo discharge gates, pre weighing system, hydraulic system, telescopic/swing chute, level indication system from agency who has manufactured and supplied two (2) numbers of similar systems for fast loading silo application which are working successfully for two years as on the date of award of MDO Contract.

3.0Coal Sampling System

The Bidder/its sub-vendor shall source coal sampling system from a manufacturer/supplier who has engineered and supplied minimum two (2) numbers of coal sampling systems for sampling coal/other bulk mineral from conveyor of 1000 MTPH or above and which should have been in successful operation for at least two

(2) years as on the date of award of MDO Contract.

4.0In Motion Weighing System

Bidder/its sub-vendor shall source in motion weighing system from an agency who has engineered, manufactured and supplied two (2) numbers of in motion weighing system which are working successfully for two (2) years as on the date of award of MDO Contract.

5.0Civil & Structural Works

The bidder/its sub-vendor should have executed the following works within the preceding seven (7) years as on the date of award of MDO Contract.

5.1Minimum 20000 cum of reinforced cement concrete work (RCC Works) in any one (1) year in a single contract

5.2Minimum 8000 MT of fabrication and erection of steel structures in any one (1) year in a single contract

6.0 Design Agency for Civil & Structural Works related to Fast Loading Silo

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13.PLANT, EQUIPMENT AND CONSUMABLES

13.1Provision of Mine Operator's Plant and Equipment

(a)The Mine Operator is expected to deploy new plant and equipment with proven design for the performance of Mining Services. Equipment not previously used shall be deemed to be new for the purpose of this Clause 13.1. Proven design is of the type that has been successfully used in similar mining or material handling activities.

(b)However, during the first three Operating Years, the Mine Operator may employ used equipment and / or equipment of smaller sizes also. The used equipment shall however be either refurbished or equipment with operations of less than 10000 hours duly certified for “fitness for use” by the original equipment manufacturer or its authorised service centre for such certification.

13.2The Mine Operator shall inform to the Owner's Representative before acquiring, hiring, leasing, transferring or replacing any Major Plant and Equipment. All such information shall contain:

(a)details of the number, model, make and size of the Major Plant and Equipment Item, and

(b)if the Item is to be acquired, transferred or replaced, details of the ownership costs (including the depreciation values of that item), maintenance history and mechanical audit reports for that Major Plant and Equipment item; and

(c)if the item is to be hired or leased, identity of the title-holder / hirer, and the expected period of hire or leasing.

13.3Register of Mine Operator's Plant and Equipment

The Mine Operator shall establish and maintain an asset register of the Mine Operator's Plant and Equipment which sets out in reasonably sufficient detail:

(a)identification details for every item of Mine Operator's Plant and Equipment used in providing the Mining Services;

(b)whether the Mine Operator's Plant and Equipment is owned, leased or hired by the Mine Operator and, if leased or hired, who owns the Plant and

Equipment and whether it is encumbered (and if so, reasonable details in this regard); and

(c)all other information necessary for or relevant to the safe and efficient operation, maintenance and repair of the Mine Operator's Plant and

Equipment.

13.4Removal of Mine Operator's Plant and Equipment

On the expiration of the Term of the Agreement or termination of the Agreement, unless otherwise agreed by the Owner, the Mine Operator shall at its own cost remove from the Site all the Mine Operator's Plant and Equipment and make good any damage caused to the Site by that removal.

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13.5Owner's Facilities

(a)The owner shall provide the Owner’s facilities for use by the Mine Operator free of charges for the performance of Mining Services, except for the charges mentioned elsewhere in the RFP Documents.

(b)The Mine Operator shall incur the expenses for operating, maintaining and any overhauling that may be required for using the Owner's Facilities during the Term of the Agreement. This shall include provision of capital replacement, maintenance spares as may be required. (Maintenance spares means spares required for O&M of Equipment in addition to Mandatory spares).

(c)The Mine Operator shall not replace, sell or otherwise dispose any item of the Owner's Facilities (including salvaging the parts of any of the Owner's Facilities) without the written approval of the Owner's Representative; and

(d)Any sale of or disposal of any portion of the Owner's Facilities shall be the sole responsibility of the Owner.

(e)The Mine Operator shall maintain all information necessary for or relevant to the safe and efficient operation, maintenance and repair of the Owner’s Facilities.

13.6Consumables

(a)The Mine Operator shall procure for its own account all consumables (including fuel, explosives and the like) required for the performance of the Mining Services and its obligations under this Agreement.

Procurement of explosives and accessories shall be under-taken with the prior authorization /approval of Owner, wherever so required by Applicable

Laws.

No claim on account of excessive consumption of explosives during the operation stage shall be entertained by the Owner unless it is on account of Latent Conditions.

14.QUANTITY OF COAL SUPPLY AND OFFTAKE

14.1Mine Operator's Rolling Production Plans

The Mine Operator shall prepare an annual plan and schedule ("Rolling Annual Production Plan") and monthly plan and schedule ("Rolling Monthly Production Plan") in consultation with and subject to final approval of the Owner which describes the methodology and sequencing of the Mine Operator's performance of the Mining Services, including:

mining sequence plans and methods, and landform designs;

a schedule of Overburden quantities and dump locations;

details associated with the mining plan for coal removal and the calculations to derive the production rates;

details of batter angles and benches;

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road access to required areas;

Equipment deployment schedule; and

Estimates of the remaining reserves of coal

Assuring land availability for all activities including Mining Operation

The Rolling Annual Production Plan and Rolling Monthly Production Plan shall be mutually discussed between the Mine Operator and Owner and finalised within 15 days of submission.

(a)Rolling Annual Production Plan

The Mine Operator shall provide to the Owner, Rolling Annual Production Plans for the immediately following five (5) Operating Years, two (2) months prior to the beginning of each Operating Year. Updated Geological Model prepared on the basis of advance in-fill drilling as prescribed in Clause 4.3 of Schedule 2 shall form the basis for preparation of Rolling Annual Production

Plan.

(b)Approved Annual Production Plan

Before the end of February of an Operating Year, the Mine Operator shall in consultation with and subject to final approval of the Owner, finalise an Approved Annual Production Plan for the following Operating Year based on the Mine Operator's Rolling Annual Production Plan submitted at the beginning of that Operating Year (pursuant to Clause 14.1(a)) and the ACQ specified by the Owner, in accordance with Clause 14.2 ("Approved Annual Production Plan" or "AAPP"). The AAPP shall include the Annual Contracted

Quantity, Monthly Scheduled Quantity, coal removal sequencing, average

Strip Ratio, overburden and interburden removal quantification, average achievable coal quality (ash and moisture content) besides the details specified at Clause 14.1 (a) through (c). Further AAPP shall also include the coordinates of the area to be mined during the following Operating Year as per the updated Geological Model. It shall also include the shape of the mine at the beginning and end of the Operating Year.

(c)Rolling Monthly Production Plan

The Mine Operator shall provide to the Owner a Rolling Monthly Production Plan for the immediately following three (3) months, two (2) weeks prior to the beginning of every month. Such rolling monthly production plans shall be consistent with the AAPP, Required Quantity for the next immediate month and the Monthly Scheduled Quantity (SQ) for the next 2 months in accordance with Clause 14.1(b), 14.5 and 14.3 respectively.

14.2Annual Contracted Quantity

(a)The Annual Contracted Quantity in MTPA is indicated in Column 2 of

Schedule 10 to this Agreement ("Annual Contracted Quantity").

(b)The Parties agree that in case the Coal Production Start Date is not 1st April of the Operating Year, the ACQ quantities specified in Schedule 10 shall be

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adjusted pro-rata from year to year. Such adjustment in ACQ quantity for the 1st Operating Year shall be:

Adjusted ACQ1 = ACQ1 x m /12

Where,

m = no of months from Coal Production Start Date remaining in that Operating

Year including the month in which the Coal Production Start Date occurs

ACQ1 = annual production quantity specified in Schedule 10 for the first Operating Year.

For the second Operating Year and thereafter the adjustment in ACQ quantity shall apply as follows:

Adjusted ACQ2 = ACQ1 x (12 – m) / 12 + ACQ2 x (m) / 12

Where,

ACQ2 = annual production quantity specified in Schedule 10 for the second

Operating Year and so on

the adjusted ACQ shall replace the ACQ specified in Schedule-10 as if these were the originally specified ACQ.

(c)Except as provided in Clause (d) of this Clause 14.2, the Owner shall at its sole discretion have the right to vary the Annual Contracted Quantity (ACQ) indicated in Column 2 of Schedule 10 by ± 5% for any Operating Year,

(d)During the first four Operating Years, either of the Parties through mutual discussion shall have the right to reduce the Annual Contracted Quantity as follows:

For Operating Year 1 and 2 : upto 20% each year

For Operating Year years 3 and 4 : upto 10% each year

Any such change in the Annual Contracted Quantity shall be discussed and finalised atleast two months prior to the beginning of the Operating Year. However, in case of disagreement between the Parties in fixing the Annual Contracted Quantity as per this Clause 14.2(d), the lower of the annual quantities suggested by either Party within the limits specified in this clause shall be the accepted ACQ quantity for that Operating Year. The ACQ so revised shall be considered as the ACQ for the relevant Operating Year.

(e)The Owner shall give a notice at least three months prior to the beginning of the Operating Year for which a variation in the ACQ is desired by the Owner.

Upon receipt of such notice by the Mine Operator pursuant to Clause 14.2(c), the ACQ shall stand revised by the amount specified by the Owner in such notice. The ACQ so revised shall be considered as the ACQ for the relevant

Operating Year.

(f)The Mine Operator, upon receiving a request from the owner due to change in policy of Govt. of India, Ministry of Coal or Ministry of Power, Govt. of India may produce coal beyond the limits prescribed at Clause 14.2 (c). In such a

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case Mine Operator shall immediately on receiving such a request shall carry out a feasibility for enhancement of production and shall be responsible for obtaining all approvals and clearances at his cost for producing coal in addition to the peak rated capacity as per approved Mining Plan.

The additional coal produced beyond the Annual Contracted Quantity (ACQ) as per the Project Agreement shall have the same mining fee otherwise payable for the ACQ.

14.3Monthly Scheduled Quantity (SQ)

The Mine Operator as part of its Approved Annual Production Plan, shall specify the Monthly Scheduled Quantities as per the table below atleast two months before the start of an Operating Year, such that the sum of the Monthly Scheduled Quantities for the Operating Year shall equal the Annual Contracted Quantity for that Operating Year:

Ist	Quarter	one third of 25% of ACQ with a monthly variation of ± 10%
(Apr-Jun.)

IInd	Quarter	one third of 22% of ACQ with a monthly variation of ± 10%
(Jul-Sep)

IIIrd	Quarter	one third of 25% of ACQ with a monthly variation of ± 10%
(Oct-Dec)

IVth	Quarter	one third of 28% of ACQ with a monthly variation of ± 10%
(Jan-Mar)

14.4Monthly Quantity Variations by Owner (VQ)

Without prejudice to the rights of the Owner under Clause 14.3 above, in the event the Owner requires the Mine Operator to deliver a quantity of Coal during a month in any Operating Year which is greater or lesser than the Monthly Scheduled Quantity for such month but within the Annual Contracted Quantity specified in AAPP for that Operating Year, the Owner shall deliver a notice ("Revised Monthly Quantity Notice") to the Mine Operator informing the increase/decrease in quantity of coal provided that:

(a)the Revised Monthly Quantity Notice shall be delivered at least 30 days prior to the 1st day of the month to which it relates; and

(b)such increase or decrease in the Monthly Scheduled Quantity by the Owner shall not exceed 10% of the Monthly Scheduled Quantity for that month; and

(c)the Owner shall seek deliveries in excess of Monthly Scheduled Quantities for the months of July, August and September of any Operating Year only with the consent of Mine Operator; and

(d)the total increase over Monthly Scheduled Quantity in any month pursuant to

Clause 14.4(a) and/or Clause 14.6.(b) shall not exceed 10% of the Monthly Scheduled Quantity for that month; and

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(e)the Owner’s right pursuant to Clause 14.6.(b) shall have precedence over right pursuant to Clause 14.4 (a); and

(f)in the event of exercising both the rights together in any month pursuant to Clause

14.4(a) as well as Clause 14.6.(b), the Owner shall revise its earlier notice served under Clause 14.4 (a) within first 15 days of the month in which such make up right is exercised and the VQ shall stand revised accordingly; and

(g)the aggregate of the Monthly Required Quantity for any quarter shall not exceed the aggregate of the Monthly Scheduled Quantity for that quarter.

However the aggregate of the Monthly Required Quantity for any Operating Year shall be equal to the Annual Contracted Quantity specified in AAPP.

(h)The quantity of coal supplied in pursuance of Under Supply Quantity (UQ) and/ or Under Offtake Quantity (OQ) for the months pertaining to the previous quarter in accordance with Clause 14.6 shall not be considered for the quarterly reconciliation of coal quantities pursuance to Clause 14.4(g) above. For avoidance of any doubt, it is clarified that the provisions of Clause 14.4(g) shall not affect in any manner the Mine Operator’s or the Owner’s right to make good the UQ or OQ in accordance with Clause 14.6..

14.5Monthly Required Quantity (RQ)

The Quantity of coal that the Mine Operator shall be required to deliver to the Owner for each month shall be the Monthly Required Quantity calculated as follows:

RQ= SQ + VQ Where:

RQ = the Monthly Required Quantity, in MT, for such month;

SQ= the Monthly Scheduled Quantity, in MT, for such month;

VQ = Increase / decrease over or under the Monthly Scheduled Quantity for such

month

pursuant to Clause 14.4 for such month(s), expressed in MT.

14.6Under Supply / Offtake Quantity

(a)Under Supply Quantity (UQ)

(i)If the Mine Operator, during any month (1st month), fails to supply to the Owner, the Monthly Required Quantity (RQ) of coal the Mine

Operator may make good such shortfall not exceeding 10% of the

Monthly Required Quantity for that month (1st month), during the immediate succeeding month (2nd month) over and above the Monthly

Required Quantity in MT of such succeeding month (2nd month).

(ii)The shortfall of the 1st Month can be carried forward beyond immediate succeeding month (2nd month) to the next succeeding month (3rd month) provided:

1.the actual quantity of coal supplied during the 2nd month is greater than or equal to the Monthly Required Quantity (RQ) for that month (2nd month);

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2.the actual quantity of coal supplied during the 3rd month is over and above the Monthly Required Quantity (RQ) for that month (3rd month); and

3.the aggregated quantity made good during the 2nd and the 3rd month shall not exceed 10% of the Monthly Required

Quantity(RQ) for the 1st month.

(b)Under Off-take Quantity (OQ)

(i)If the Owner, during any month (1st month), fails to off-take from the

Mine Operator, the Monthly Required Quantity of coal the Owner may make good such short off-take not exceeding 10% of the Monthly

Required Quantity for that month (1st month), during the immediate succeeding month (2nd month) over and above the Monthly Required Quantity of such succeeding month (2nd month).

(ii)The short off-take of the 1st Month can be carried forward beyond immediate succeeding month (2nd month) to the next succeeding month (3rd month) provided:

1.the actual quantity of coal off-taken during the 2nd month is greater than or equal to the Monthly Required Quantity (RQ) for that month (2nd month),

2.the actual quantity of coal off-taken during the 3rd month is over and above the Monthly Required Quantity (RQ) for that month

(3rd month), and

3.the aggregated quantity made good during the 2nd and the 3rd month shall not exceed 10% of the Monthly Required Quantity(RQ) for the 1st month.

14.7Cap on Monthly Required Quantity (RQ)

Notwithstanding anything stated anywhere in Clauses 14.4, 14.5 and 14.6 with respect to the variation in quantities, neither Party shall have a right to seek the total increase of more than 10% over Monthly Scheduled Quantity in any month unless both Parties through good faith discussions agree to do so.

14.8Monthly Delivered Quantity (DQ)

(a)The Monthly Delivered Quantity (DQ) shall be the actual quantity of coal delivered during a month as per measurement pursuant to clause 15.5.1

(b).

(b)The Mine Operator agrees and confirms that the Mine Operator shall be responsible for loading the coal, in the rake pursuant to Clause 15.4 and discharge its obligations for sampling pursuant to Clause 15.6.1(b) and weighment pursuant to Clause 15.5 for delivery coal.

(c)The Owner shall be responsible for placement of rakes at the Transfer Point pursuant to Clause 15.4 commensurate with the actual monthly production for transportation of Coal to [Name of Linked Power Project] .

(d)The Parties shall maintain joint records, wherever required in accordance with the provisions of this Agreement, in duplicate.

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15.QUANTITY OBLIGATION

15.1Quantity Obligation

(a)The Mine Operator shall deliver and the Owner shall take, during the month, the Monthly Required Quantity of coal for that month as per provisions of Clause 14.5. For avoidance of doubt, Quantity and Quality Obligations of MDO shall be as per the measurements of Coal at Silo end.

(b)In In the event of failure on the part of the Mine Operator to make available for delivery of Monthly Required Quantity and/or on the part of the Owner to take

Monthly Required Quantity, the defaulting Party shall compensate the other Party for Shortfall in accordance with the formula set forth in the table below

(For Shortfall refer Clause 15.3)

(i)Schedule for Compensation:

Sl. No.		Rate of Compensation for
Sl. No.	Shortfall	Shortfall as % of MFTotal for
	Shortfall	Shortfall as % of MFTotal for
		the month

1	If the Shortfall is upto 10%	Nil
1	If the Shortfall is upto 10%

2	If the Shortfall is more than 10%	5%
	but upto 15%,
3	If the Shortfall is more than 15%	10%
3	but upto 20%
	but upto 20%
4	If the Shortfall is more than 20%	15%
4	but upto 50%,
	but upto 50%,
5	If the Shortfall is more than 50%	25%
5	If the Shortfall is more than 50%

(ii)Formula for Calculating Compensation

	Shortfall	Formula for calculating compensation for
		Shortfall
	If the Shortfall is upto 10%	Nil
	If the Shortfall is more than 10%	0.05 X MFTotal x {(Shortfall – 10)/100} xRQ
	but upto 15%,
	If the Shortfall is more than 15%	(0.05 x MFTotal x 0.05x RQ) +(0.1 x MFTotal x
	but upto 20%	{(Shortfall -15)/100} xRQ)
		(0.05 x MFTotal x 0.05 x RQ) + (0.1x MFTotal x
	If the Shortfall is more than 20%	0.05 x RQ) + (0.15x MFTotal x {(Shortfall –
	but upto 50%,	20)/100}x RQ )

		(0.05 x MFTotal x 0.05 x RQ) + (0.1 x MFTotal x
	If the Shortfall is more than 50%	0.05 x RQ) + (0.15 x MFTotal x 0.30 x RQ) +
		(0.25x MFTotal x {(Shortfall – 50)/100}x RQ)


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Where:

Shortfall = The percentage shortfall in quantity delivered by the Mine

Operator/taken by the Owner, determined pursuant to the

Clause - 15.3.3

MFTotal =Total Escalated Mining Fee for nth Operating year as per

Clause 4.0 of Schedule 11.

(c)Subject to provision at Clauses 14.6 and 14.7, the compensation for Shortfall shall be determined on a monthly basis as per formula referred at Clause 15.1

(b)(ii) above. However the amount so payable to the Mine Operator or

recoverable from the Mine Operator shall be effected based on such monthly compensation by way of credit notes / supplementary bills as per Clause 16.4.

It is clarified that the amounts payable pursuant to Clause 15.1 are in the nature of liquidated damages and represent a genuine and reasonable pre- estimate of losses the non defaulting Party may incur for the default by the other Party.

15.2Computation of Level of Delivery / Level of Off-take

15.2.1Level of Delivery (LD)

The level of delivery / off-take shall be determined in pursuance to the provisions laid hereunder.

(a)The Level of Delivery (“Level of Delivery”) as percentage of Monthly Required Quantity shall be calculated as follows:

Level of Delivery = ( DQ + DDQ + RF ) x 100

(RQ)

Where:

RQ = Monthly Required Quantity calculated in accordance with Clause 14.5;

DQ = The aggregate total quantity of coal delivered, in MT, for the month, determined as per Clause 14.8;

DDQ = Deemed Delivered Quantity as determined in pursuance to Clause

15.2.1(b) and

RF = The quantity of coal as expressed in MT that would have been delivered but for the occurrence of event of Force Majeure affecting the Mine

Operator and/or the Owner.

(b)For the purpose of calculations under Clause 15.2.1(a), "Deemed Delivered Quantity" or "DDQ" means the quantity of coal that the Mine Operator has made available to deliver to the Owner pursuant to Clauses 14 and Clause 15.6 of the Agreement but the Owner declined and/or failed to off-take such quantity for reasons other than attributable to an event of Force Majeure.

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15.2.2 Level of Off-take (LO)

(a)The Level of Off-take (“Level of Off-take”) as percentage of Monthly Required Quantity shall be calculated as follows:

Level of Off-take = (DQ + DOQ + RF) X 100

(RQ)

Where:

RQ = Monthly Required Quantity calculated in accordance with Clause 14.5.

DQ = The aggregate total quantity of coal delivered, in MT, for the month determined as per Clause 14.8

DOQ = Deemed Off-take Quantity as determined in pursuance to Clause 15.2.2(b), and

RF = The quantity of coal as expressed in MT that would have been off-taken but for the occurrence of event of Force Majeure affecting the Mine Operator and/or the Owner.

(b)For the purpose of calculations under Clause 15.2.2(a), "Deemed Offtake Quantity" or "DOQ" shall mean the quantity of coal that the Owner was entitled to and was in a position to off-take pursuant to Clauses 14 and Clause 15.6 of the Agreement but the Mine Operator declined and/or failed to deliver for reasons other than attributable to an event of Force Majeure.

15.2.3Within 90 days of Commencement Date, both the Parties shall mutually work out a schedule and agree in writing, the detailed method for quantifying/determining deemed delivery/offtake in line with the provisions of this Agreement.

15.3 Shortfall

15.31 Short delivery (SD).

The amount of shortfall in delivery of coal by the Mine Operator during any month of an Operating Year ("Short delivery" or “SD”) shall be calculated in accordance with the following formula:

Short delivery = 100 – LD

Where LD is the level of delivery in percentage as per Clause 15.2.1(a)

15.3.2 Short Off-take (SO)

The amount of shortfall in off-take of coal by the Owner during any month of an Operating Year (“Short Off-take” or “SO”) shall be calculated in accordance with the following formula:

Short Off-take = 100 – LO

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Where LO is the level of Off-take in percentage as per Clause - 15.2.2(a)

15.3.3 Shortfall

The Shortfall in quantity (“Shortfall”) shall be calculated in terms of percentage as under:

Shortfall = Absolute value of difference between SD and SO

The Compensation shall be payable to Mine Operator if SO is higher than SD and shall be recoverable from Mine Operator if SD is more than SO in accordance with clause 15.1(b).

15.4[ Loading and Delivery Facilities]

(a)The Mine Operator shall construct, maintain and operate the loading silo and deliver the coal into the Owner’s container/rake during the validity period of this Agreement or its extensions thereof.

(b)The Mine Operator shall load coal either through such loading silo or by any other mutually agreed loading arrangement into the rake arranged by the Owner at the Transfer Point for MGR system of NTPC or Interconnecting Indian Railways.

(c)The Owner shall arrange to raise the required indent on its own source for placement of containers/rake for receiving coal at the Transfer Point, commensurate with the Monthly Required Quantity to be supplied from the

Site during a month for delivery.

15.5Weighment System

15.5.1Weighment of coal

(a)The Owner shall install the weighment system which shall be operated & maintained by Mine Operator at its cost.

(b)The coal delivered shall be weighed at the Owner’s Weighment System at the loading end with an electronic print-out facility, which shall be final and binding for determination of the quantity delivered.

(c)For each rake loaded and dispatched at the railway siding at [NAME OF THE PROJECT] , the Parties shall jointly sign a statement (the "Joint Ticket") in accordance with mutually agreed format showing the measurements of total coal loaded on to the rake in MT and such Joint Ticket shall be used for the purposes of invoicing and payment under Clause 16.

15.5.2Operation and Maintenance of Weighment system

(a)The weighbridge shall be maintained and calibrated in accordance with the manufacturer's recommended standards but at least every 3 months. The

Weighment System shall be inspected, tested and certified by the Authority, in the presence of Owner’s Representative or its authorised personnel, in accordance with and at the intervals as per manufacturer’s recommendation or as required by the Standards of Weights & Measures Act 1976, whichever is more frequent. The Mine Operator shall, at its cost, extend / make available all requisite facilities required for the purpose of testing and/or calibrating the Weighment System.

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(b)Weights shall be accepted as the quantity of coal delivered under this Agreement and for which invoices are to be rendered and payments made.

15.5.3Fault in weighment and correction procedure

(a)If either the Owner or the Mine Operator at any time questions the accuracy of the scale(s), such Party may request a prompt test and adjustment of such scales by utilizing a material weight test, the procedures for which the Parties shall mutually agree. If the scales are determined to be accurate, the requesting Party shall pay all expenses of testing and certification. If the scale(s) are in error in weight in excess of the manufacturer's specified tolerances, the scale(s) shall be adjusted to an accurate condition at the Mine Operator's expense. Thereafter, an appropriate adjustment shall be made in the invoices and payments affected by such inaccuracy for second-half of the period between the date of the last test held and the date of current test after either Party questioned the accuracy of the weights.

(b)In the event of a failure or malfunction of the scale(s) while in the process of loading a train, the following procedures shall apply. If valid weights were obtained on twenty-five (25) or more wagons in the train, the average net weight per wagon of those twenty-five (25) or more wagons shall be applied to the remaining unweighed wagons in the unit train. If valid weights were obtained on fewer than twenty-five (25) wagons in any unit train (including a scale failure or malfunction which results in the failure to obtain any valid weights on any of the wagons in a given unit train), the weighted average per wagon of the previous ten (10) train shipments in similar equipment shall be applied to each wagon in the unit train for which fewer than twenty-five (25) valid wagon weights were obtained, In calculating any such ten (10) train moving average, any bad order wagons which were not loaded, and any train shipment for which weights were estimated on twenty-five (25) or more wagons shall be excluded.

15.5.4Disputes

The Parties shall promptly meet to discuss and endeavour to settle any failure to agree or dispute regarding the application of the provisions of this Clause 15 for the weighment or testing of the quantity of coal delivered and, if within 60 Days after the commencement of such meetings, the Parties are unable to agree, then the matter, shall be referred for resolution in accordance with Clause 23 of this

Agreement.

15.6 Quality of Coal

15.6.1Criteria for Measurement

(a)The coal supplied by the Mine Operator shall be measured for quality compliance in terms of:

(i)Stones / foreign / metallic material

(ii)Size of Coal

(iii)Surface Moisture Content

(iv)Ash Content

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(b)Each rake of coal loaded into wagons shall be sampled jointly by the Parties at the top of the Silos and samples will be analyzed at the designated laboratory at the Site.

The procedure for sampling and sample preparation is detailed out in

Schedule 8.

15.6.2Stones/ foreign/ metallic material

(a)The Mine Operator shall use reasonable efforts to remove stones from the coal supplies, and shall use its best efforts to prevent mixing of overburden and stones / foreign material extraneous to the coal.

(b)The Mine Operator shall use magnetic separators and metal detectors before the stacker and reclaimer system, so as to ensure supply of coal free from tramp iron and metallic foreign material.

15.6.3Size of Coal

a)The Mine Operator shall supply coal with a size of fifty (50) millimetres or less.

b)In case sample of coal for any rake does not meet the size specifications as specified at Clause 15.6.3 (a) the Owner shall have the right to deduct ten percent (10%) of the MFTotal for the total quantity of coal delivered in such rake as damages.

c)The Owner reserves the right to approve the specifications of the crusher and periodically inspect the crusher to ensure compliance.

d)For assessment of the size of coal, the Owner shall resort to ASTM (D4749 –

87)standard test method for performing the sieve analysis of coal and designating coal size. The collection of gross sample of coal shall be in accordance with the ASTM (D2234/D). The test shall be conducted at the laboratory located at the Site.

15.6.4Surface Moisture Content

(a)The samples collected from each rake of coal, in accordance with clause

15.6.1, shall be analysed for determining Equilibrated Moisture and Total Moisture. Surface Moisture shall be calculated as the difference between

Total Moisture and Equilibrated Moisture, and expressed in percentage terms. The moisture content shall be determined in accordance to the standard specifications issued by the Bureau of Indian Standards. Mine Operator shall provide the details of quality parameters of each rake of coal delivered and weighted monthly average Surface Moisture along with the bills in accordance with clause 16.3. In the event that monthly weighted average Surface Moisture in Coal exceeds seven percent (07%) during the months from

October to May and nine percent (9%) during the months from June to

September, the Coal quantities delivered to NTPC during such month shall be adjusted for the resultant excess surface moisture.

(b)In the event the Mine Operator delivers coal with the monthly weighted average Surface Moisture of the Coal during any month, exceeding the limits

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prescribed in clause 15.6.4(a), then the Monthly Delivered Quantity (DQ) for that particular months(s) shall be adjusted as per the formula below:

Adjustment in Monthly Delivered Quantity (Δ DQTM) = - DQ x [Surface Moisture – prescribed limit for that particular month)

The total mining fee payable for month shall be adjusted for the adjustment in Monthly Delivered Quantity on account of Surface Moisture content as under:

Adjustment in total mining fee payable for month on account of variation in Surface Moisture content = MFTotal x DQTM

MFTotal is Total Escalated Mining Fee per MT of Coal for nth Operating year as per Clause 4.0 of Schedule 11.

(c)For the purpose of determination of Level of Delivery (LD) and Level of Off-take

(LO) as per Clause 15.2.1 and 15.2.2 respectively, in addition to the Delivered Quantity (DQ) adjusted as per Clause 15.6.4(b) above; the Deemed Delivered

Quantity (DDQ), Deemed Off-take Quantity (DOQ), and RF, as applicable, shall also be adjusted for the Surface Moisture content based on the above formula substituting DQ by DDQ, DOQ and RF respectively in the above formula. For the avoidance of any doubt, it is clarified that the Shortfall in quantity as per Clause 15.3, and the compensation thereof as per clause 15.1(b) shall be determined after making due adjustment for the Surface Moisture Content and Ash Content pursuant to clause 15.6.4 and 15.6.5 respectively.

15.6.5Ash Content

(a)For determination of ash content in the coal to be delivered by the MDO, sample shall be collected from the coal seams once in each quarter in presence of MDO and the Owner’s representative in accordance with applicable codes of Indian Standard (BIS).

(b)All the sample collection, sample preparation, analysis of samples shall be in accordance with the procedure detailed in Schedule 8. All the costs towards sample collection, sample preparation & sample analysis shall be borne by Mine Operator.

(c)The out of seam dilution during mining shall not exceed three (03) percent and the declared monthly weighted average Equilibrated Ash Content (Aavg) in percentage for delivery shall be as per formula below:

Aavg = (Ainsitu-avg+03) X (100) / (103),

Where, Ainsitu-avg is weighted average ash in percentage determined from sample collected from coal seams in accordance with clause 15.6.5(a) on quarterly basis in percentage on I100 basis.

(d)The Mine Operator shall endeavour to maintain the Ash Content of the coal delivered during the month pursuant to clause (a) and (b) between the lower limit and upper limit as provided below:

A% (Lower limit) = Aavg (for that particular Quarter) – 1.5%

B% (Upper limit) = Aavg (for that particular Quarter) + 1.5%

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In case the Actual weighted average Ash Content of Coal delivered in any month is below the lower limit or above the upper limit the Monthly Delivered Quantity shall be adjusted in accordance with clause 15.6.5 provided below.

(e)To ensure that the delivered coal quality is within the specified band described above, it is expected that the Mine Operator shall plan its mine in such a manner that blending of lower quality seam is effected with the higher quality seam and the desired ash quantity is loaded onto the wagons consistently by the Mine Operator.

(f)In the event the Mine Operator delivers coal that is outside the specified band described in Clause 15.6.5 during any particular month, the Monthly Delivered Quantity (DQ) shall be adjusted in accordance with the following

Table:

Adjustment for ash on Monthly basis

			Formula for
S.No.	Asha	+ / - adjustment /	adjustment in Monthly
S.No.	Asha	Penalty / Rejection	Delivered Quantity
		Penalty / Rejection	Delivered Quantity
			(Δ DQAsh)
		+ adjustment (Increase	DQ x
1	Less than A%	+ adjustment (Increase	[((1 - Asha ) / (1 – A%)) -
		in DQ)	1]
			1]
	Greater than or equal to
2	A% but up to and	No adjustment	No adjustment
	including B%

3	Greater than B% but up	- adjustment ( Decrease	DQ x
3	to B + 02%	in DQ)	[((1 - Asha) / (1 – B%)) - 1]
	to B + 02%	in DQ)	[((1 - Asha) / (1 – B%)) - 1]

	Greater than (B+02)%	- adjustment ( Decrease	DQ x 4 x
4	but up to and including	in DQ)	[((1 - Asha) / (1 – B%)) - 1]
	(B+03)%
		Monthly Delivered coal	No payment to the Mine
5	Greater than (B+03)%	quantity is rejected	Operator for the coal
			delivered during the month

Where,

DQ = Monthly Delivered Quantity pursuant to clause 14.8

Asha = Actual weighted average ash in percentage for the coal delivered during the month

A% = Lowest value of Ash band

B% = Highest value of agreed Ash band

The total mining fee payable for the month shall be adjusted for the adjustment in Monthly Delivered Quantity on account of Ash Content as under:

Adjustment in total mining fee payable for month on account of variation in Ash Content = MFTotal x DQAsh

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Where,

DQAsh = Adjustment in Monthly Delivered Quantity of coal on account of variation in Ash Content as calculated from the table above

MFTotal is Total Escalated Mining Fee per MT of Coal for nth Operating year as per Clause 4.0 of Schedule 11.

(g)For the purpose of determination of Level of Delivery (LD) and Level of Off- take (LO) as per Clause 15.2.1 and 15.2.2 respectively, in addition to the monthly Delivered Quantity (DQ) adjusted as per clause 15.6.5(d) above; the

Deemed Delivered Quantity (DDQ), Deemed Offtake Quantity (DOQ), and RF, as applicable, shall also be adjusted for the Asha based on the above formula substituting DQ by DDQ, DOQ and RF respectively in the above formula. For the avoidance of any doubt, it is clarified that the Shortfall in quantity as per Clause 15.3, and the compensation thereof as per clause

15.1(b) shall be determined after making due adjustment for Moisture Content and Ash Content pursuance to clause 15.6.4 and 15.6.5 respectively.

(h)For coal supplied with monthly weighted average ash content of more than (B+03)% as applicable, the Owner shall not pay any mining fee for that month.

15.7Strip Ratio (OB-Coal Ratio)

15.7.1Quantity of Overburden removal

(a)The Mine Operator shall remove overburden in accordance with the Strip Ratio specified in the AAPP.

(b)The Mine Operator is expected to maintain mine shape and ensure safety in accordance with Directorate General of Mine Safety (“DGMS”) requirements and updated Mining Plan and Geological Model. In the event that the shape of the mine violates the DGMS requirements, the Owner shall have the right to ask the Mine Operator to suspend coal production and remedy the mine shape in which case the shortfall in coal production shall be the responsibility of the Mine Operator and shall be dealt in accordance with relevant Clauses of this Agreement.

(c)Mine Operator shall at all times employ Good Industry Practice to maintain safe slopes of the pit highwalls; low-walls; ramps; roads and mining benches such that rocks and loose material will not roll down and endanger persons; equipment and livestock that might be located at lower elevations. Where required, Mine Operator shall establish sufficient “catch benches” and safety berms.

(d)Furthermore, the slopes of the pit highwalls; low-walls; ramps; roads and mining benches shall be in accordance with all regulations, requirements and guidelines of DGMS.

15.7.2Period of Measurement of Overburden

(a)There shall be joint survey of quantity of overburden removed on quarterly basis at the end of each calendar quarter.

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15.7.3Basis for Measurement of Overburden

(a)A surface contour map for the mine area mutually accepted and signed by the Owner and the Mine Operator, prepared before the commencement of any mining operations, shall form the basis for measurement. The method of measurement shall be as specified in Schedule 9.

15.7.4Shortfall in Strip ratio

(a)In case for a calendar quarter the Strip Ratio is lower than that specified in AAPP, the Owner shall have the right to adjust Base Mining Fee by way of credit notes / supplementary bills specified at Clause 16.4. The adjustment in

Base Mining fee shall be as follows :

For the first quarter of the Operating Year n

MFns esc = Escalation on Mining Fee per MT of coal to be calculated for every quarter during the Operating Year n as per Schedule 11.

MFns = Adjusted Mining Fee per tonne of coal for nth Operating year after adjustment for the Strip Ratio as per Schedule 11.

MFne = MFns + MFns esc

SRn = the Strip Ratio (rounded upto 2 decimals) for the Operating Year n as specified in AAPP.

SRn1 = the Actual Strip Ratio for the 1st quarter in Operating Year n measured and rounded 2 decimals.

OBp1 = Amount to be recovered from the Mine Operator for shortfall in OB removal during the first quarter.

SR0 = The Base Strip Ratio for the term of the Agreement fixed at […]

OBp1 = { MFne (av1) x 0.9 x (SRn - SRn1) / (1+ SR0)} x (DQApr + DQMay + DQJun)

Where, MFne (av1) is the weighted average of Mining Fee for the first quarter of Operating year “n”.

For the second quarter of the Operating Year n

SRn2 = the Actual cumulative Strip Ratio till the end of that quarter (April to

September) in year n measured and rounded upto 2 decimals.

OBp2 = Amount to be recovered from / paid to the Mine Operator for cumulative shortfall in OB removal upto 2nd quarter.

OBp2 = { MFne (av2) x 0.9 x (SRn - SRn2) / (1+ SR0)} x (DQApr + DQMay + DQJun + DQJuly + DQAug + DQSep) - OBp1

Where, MFne (av2) is the weighted average of Mining Fee during first and second quarter.

For the third quarter of the Operating Year n

SRn3 = the Actual cumulative Strip Ratio till the end of that quarter (April to December) in year n measured and rounded upto 2 decimals.

OBp3 = Amount to be recovered from / paid to the Mine Operator for cumulative shortfall in OB removal upto 3rd quarter.

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OBp3 = { MFne (av3) x 0.9 x (SRn - SRn3) / (1+ SR0)} x (DQApr + DQMay + DQJun + DQJul + DQAug + DQSep+ DQoct + DQNov + DQDec) - OBp2

Where, MFne (av3) is the weighted average of Mining Fee during first, second and third quarter.

For the fourth quarter of the Operating Year n

SRn4= the Actual cumulative Strip Ratio till the end of that quarter (April to March) in year n measured and rounded upto 2 decimals.

OBp4 = Amount to be recovered from / paid to the Mine Operator for cumulative shortfall in OB removal upto 4th quarter.

OBp4 = { MFne (av4) x 0.9 x (SRn - SRn4) / (1+ SR0)} x (DQApr + DQMay + DQJun + DQJul+ DQAug + DQSep+ DQoct + DQNov + DQDec+DQJan + DQFeb+ DQMar)- OBp3

Where, MFne (av4) is the weighted average of Mining Fee during first , second ,third and fourth quarter.

The cumulative Strip Ratio till the end of any quarter (e.g. SRn2 till the end of 2nd

Quarter) shall not be considered higher than the Strip Ratio for the Operating

Year n specified in AAPP (SRn) in the above formula.

(b)The initial box cut OB removed by the Mine Operator has been taken care in the specified Strip Ratio of the First Operating Year.

15.7.5Excess Removal

In case for a calendar quarter the cumulative Strip Ratio (Total OB removed during the Operating Year till the end of that calendar quarter / Total Coal supplied during the Operating year (DQ) till the end of that quarter) is higher than that specified in

AAPP, no additional payment shall be made for the excess quantity of overburden.

However, such excess quantity shall be adjustable in the succeeding quarters of that operating year. Further the excess quantity of overburden over & above the strip ratio for the last quarter of the Operating Year shall be allowed to be carried forward to the succeeding Operating Year and shall be adjusted in the AAPP in such operating year except for the quantity which has been paid for on account of latent condition and subject to fulfillment of all conditions as per AAPP and any agreed modification thereof.

15.7.6Genuine Pre-estimate

The deductions/adjustments/payments referred to in Clauses 15.6 and 15.7 are in the nature of liquidated damages and the Parties agree that such amounts represent the genuine pre-estimate of damages that the Owner may suffer on account of related defaults.

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16PAYMENT TOWARDS [CONSTRUCTION OF R&R COLONY, CROSS COUNTRY CONVEYOR SYSTEM & PRIVATE RAILWAY SIDING], MINING FEE, PAYMENT CLAIM, PAYMENT AND SECURITY

16.1[Payment towards R&R Colony]

[The Mine Operator shall be responsible for designing, engineering, procuring /manufacturing, supplying, delivering, unloading storage at site, installation, construction and commissioning at Site including insurance covers and safeguarding the following facilities to be funded by Owner till the Facilities are handed over to the Owner:]

(i)[Construction of R&R Colony: NTPC shall pay the amount quoted subject to maximum limit of [Rs ……. Million] towards Construction of R&R

Colony including all taxes, duties, levies, octroi, license fees, etc, as applicable].

(ii)[Cross Country Conveyor System: NTPC shall pay the amount quoted subject to maximum limit of [Rs …….. million] towards Supply-cum-

Installation-cum-Civil works of Cross Country Conveyor System including

all taxes, duties, levies, octroi, license fees, etc, as applicable.]

(iii) [Construction Private Railway Siding: NTPC shall pay the amount quoted subject to maximum limit of [Rs ………. Million] towards Construction of Private Railway Siding including all taxes, duties, levies, octroi, license fees, etc, as applicable.]

[These facilities shall be developed by the Mine Operator on behalf of the Owner following Good Industrial Practice and meeting the Technical requirements for civil, electrical and mechanical works provided by the Owner.]

[The Owner reserves the right to inspect the facilities on its own or through a third party agency, and it shall take over the above Facilities on their Final Acceptance only. ]

[Upon Final Acceptance, the warrantee/ guarantee of the above Facilities available to the Mine Operator including obligations towards Latent defects from its suppliers/contractors shall be assigned/transferred to the Owner on taking over of these facilities and for the avoidance of doubt, the Mine Operator shall ensure that suitable provisions are made in the contract/purchase order/work order entered into by the Mine Operator with the agencies appointed for such activities for such transfer/assignment, wherever required. The Owner shall retain ownership of Cross Country Conveyor System and Private Railway Siding and shall handover these facilities for maintenance and operation of these facilities by the Mine Operator within ten (10) days of Final Acceptance by the Owner.

[NTPC shall release Expenditure towards Supply-cum-Installation-Civil works of Cross Country Conveyor System, Construction of Railway Siding and construction of R&R Colony in accordance with Schedule-16 of Volume II. ]

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[The Mine Operator shall also be responsible for designing, engineering, procuring /manufacturing, supplying, delivering, unloading storage at site, installation; construction and commissioning at Site at its own cost including insurance covers and safeguarding the Fixed Infrastructure Facilities. These facilities shall be developed by the Mine Operator at its own cost following Good Industrial Practice.]

16.2Base Mining Fee

(a)The Base Mining Fee, shall be as per Exhibit - 1 to this Project Agreement.

(b)The Base Mining Fee specified above includes all expenses as may be incurred by the Mine Operator in mining ROM coal, removal of Overburden and dumping the same at the designated sites, loading of coal into trucks, transportation from the coal face to the crushers, crushing expenses, stockpiling and reclamation, coal conveying to loading silo and loading into the wagons, operation and maintenance of the Fixed Infrastructure Facilities including all spares and consumables as well as capital replacement, etc required during the Term of the Agreement. The Base Mining Fees also includes all expenses incurred prior to coal production start date including those incurred during Development Stage, box cut and creation of mine entry.

Base Mining Fee shall also include cost incurred towards progressive mine closure activities. No other charges shall be payable separately by Owner [except the Expenditure for construction of R&R Colony construction Cross Country Conveyor System and Private Railway Siding], as per the provisions of Contract.

(c)Further the Mining Fee shall include all taxes, duties, levies and charges assessed on the Mine Operator, its sub-contractors or their employees by the

Authority (ies) except for the elements mentioned at Clauses 16.9(c) and 16.9(d).

(d)With effect from the Coal Production Start Date, for each Operating Year, the

Owner shall pay to the Mine Operator the Base Mining Fee adjusted to

Striping Ratio (as per Clause 1.0 of Schedule 11) for the quantity of coal delivered on monthly basis and escalation as per clause 2.0 of Schedule-

11 for the quantity of coal delivered, as per measurement pursuant to clause

15.5.1(b), on quarterly basis. All payments by the Owner shall be in Indian Rupees only.

(e)Subject to Schedule 11 and Clause 7.1.1 there shall be no review of the Mining Fee payable by the Owner to the Mine Operator throughout the Term of the Agreement.

16.3Modalities for Billing & Claims

(a)The Mine Operator shall raise bills by the fifth Business Day of each month, for the day-wise coal delivered by the Mine Operator to the Owner during the period from first day of a month to the last day of the immediately preceding month based on quantity of coal determined as per provisions of this Agreement.

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(b)The bills shall be supported by following documents:

i.Print out of weighment records in support of the quantity as determined under Clause 15.5.1;

ii.Details of Quality parameters for each rake of coal delivered during the month and weighted monthly average jointly determined under

Clause 15.6:

(a)Surface Moisture %

(b)Equilibrated Ash in percentage

(c)Size of Coal

iii.Provided, that in the event of non-finalisation of analysis results of joint samples within the due date, for billing by the Mine Operator as prescribed under Clause 16.3(a), the Mine Operator shall raise provisional bill on the basis of the weighted average quality of coal as per joint analysis results for coal supplies made during immediate preceding week, subject to final adjustment, when the quality is finalised, as per analysis of joint samples. The final adjustment shall be required to be done not later than one week from the date of provisional bill. The excess payment / recovery shall be effected by way of Credit notes / supplementary bills.

(c)Mine Operator shall have the option to claim, On 16th business day of each month, an adhoc payment equivalent to the 45% of the total amount paid against the monthly bill of the preceding month, which shall be adjusted in the monthly bill of the month referred at para 16.3 (a) above , for which adhoc payment is claimed. Above claim for adhoc payment shall be based on the certificate to be issued by Mine Operator, certifying that adhoc payment claimed is not greater than the payment due for the quantity produced up to 15th business day of the month for which adhoc payment is claimed, which shall be verified by the owner.

16.4Credit notes / supplementary bills

(a)If any amounts are due and payable by either Party to the other Party pursuant to Clauses 15.1,15.6 or 15.7, the Party to whom such amount is payable shall raise an invoice for the amount payable within 10 Business

Days of the month immediately following the month in which such amount accrues for payment.

(b)Any invoice raised pursuant to Clause 16.4(a) shall be duly supported by a jointly signed statement of joint assessment of such quantity and quality as intimated by the Owner or the Mine Operator as the case may be.

(c)With respect to the Owner's claim for adjustment for lower removal of OB during a quarter pursuant to Clause 15.7.4, the invoice raised pursuant to Clause 16.4(a) shall be duly supported by a jointly signed statement of joint assessment of such OB removal at the end of each quarter. From 2nd quarter onwards the Mine Operator may also raise the bill to claim recovery, if there is

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any as per Clause 15.7.4. However no additional payment shall be made to the Mine Operator, if the cumulative Strip Ratio till the end of any quarter (e.g. SRn2 till the end of 2nd Quarter) is higher than the Strip Ratio for the Operating

Year n specified in AAPP (SRn).

(d) The Mine Operator and the Owner, as the case be, shall raise claim for adjustments after annual reconciliation pursuant to Clauses 16.6.

16.5Modalities of Billing, Payment & Adjustments

(a)Regular monthly bills raised as per Clause 16.3, for the month (1st month), shall be verified by the Owner, pursuant to various provisions under this Agreement, by 8th Business Day of the following month (2nd month) and paid for by account payee cheque/RTGS by the 10th Business Day of that month (2nd month).

(b)Credit notes / supplementary bills raised by a Party under Clause 16.4(a) through 16.4(c) shall be verified by the other Party within 3 Business Days of receipt of such bill and paid by account payee cheque/RTGS within 5 Business Days of receipt of such bill.

(c)[Payment for Re-handled OB: Bidder is required to quote base Mining fee inclusive of fee for Re-handling of Overburden. A fixed 4% of the Mining Fee payable to MDO shall be deducted and deposited in the separate account to be maintained by the Owner. After commencement of re-handling, owner shall progressively pay to the MDO the amount based on Rs/ m3 of Re-handled OB on monthly basis. The payment for OB re-handling shall not be subject to escalation.

Rate per m3 of OB to be Re-handled shall be arrived by following formula :

Rate/ m3 (in Rs.) = X / ([…] million M3)

Where, X= Sum of Rupee in Millions accumulated in the above account in [...] years]

(d)Adhoc claim raised by the Mine Operator pursuant to clause 16.3(c) above shall be paid for by account payee cheque/RTGS by the Owner by the 20th Business day of the month for which adhoc payment is claimed.

16.6Annual Reconciliation / Adjustments

The Parties shall jointly reconcile all payments made for the coal supplies during the Operating Year (first year), by end of April of the following year (second year). The Parties shall, forthwith, give credit/debit for the amount falling due, if any, as assessed during such joint reconciliation and payments made within five Business

Days thereafter. The annual reconciliation shall include the reconciliation required pursuant to Clause 15.7.4. The annual reconciliation statement shall be jointly signed by the authorised representative of the Mine Operator and the Owner.

16.7Format for Payment Claims

The format of the Payment Claim and claim arising out of annual reconciliation/adjustments shall be determined by the Owner in consultation with the Mine Operator.

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16.8Disputes in Payment

(a)In case of any Disputes with respect to the Payment Claims, payment shall be made for the undisputed amount only.

(b)The Party claiming a Dispute shall submit the nature of the Dispute in writing to the other Party within five (5) Business Days.

(c)The disputed amount shall be mutually resolved through good faith discussions within a period of 30 Business Days of intimation failing which it shall be resolved through the Dispute Resolution specified in Clause 23.

16.9Taxes

(a)Except as provided in Clauses 16.9(c) and 16.9(d), the Mine Operator shall bear and pay any and all taxes, duties, levies and charges including customs duty, excise duty, central sales Tax, local sales tax, Value Added tax (VAT), entry tax, local taxes, duties and levies, works contract tax, income tax etc. as applicable and assessed on the Mine Operator or its sub- contractors or their employees by Authority(ies) under this Agreement for performance of its Obligations during the Term. The Mine Operator shall not be entitled to make any claim in this regard. The Owner shall not bear any liability whatsoever on account of taxes, duties & levies other than that mentioned in Clauses 16.9(c) and 16.9(d) below. The Mine Operator shall be solely responsible and liable for making payment of taxes, duties and levies directly to the concerned

Authorities and make necessary reconciliation with them. Further, whenever and to the extent required in accordance with Indian laws such as Income Tax Act the Owner shall make necessary deductions of taxes, duties and levies from any and all amounts payable by the Owner to the Mine Operator in accordance with the terms of this Agreement.

(b)The Mine Operator shall ensure that the tax exemptions or concessions or necessary set off available to the Project have been obtained.

(c)Service tax, surcharge, cess and/or levies there upon as applicable on direct transaction between Mine Operator and Owner under this Agreement shall be paid by NTPC. During the execution of contract if any new Tax or Duty is imposed on the Mining Fee, the same shall be reimbursable to Mine Operator against the documentary evidence.

(d)The Owner shall bear royalty or its equivalent amount, Excise duty on extraction of Coal, Stowing Excise Duty, Clean Energy Cess, Environmental

Cess and any other taxes incidental to extraction and delivery of coal as applicable on the coal produced and delivered and make payments in this regard to the concerned authorities directly.

(e)The Mine Operator shall be solely responsible for obtaining benefit of concessional rate of custom duty from the Govt. of India. In case of failure of the Mine Operator to receive benefits of concessional rate of custom duty partly or fully from Govt. of India or if there is a delay in receipt of such benefits, the Owner shall neither be responsible nor be liable in this regard, in any manner whatsoever. The Mine Operator shall further note that Mining Fee/Development Stage Expenditure shall not be adjusted on account of variation in or withdrawal of benefits of concessional rate of custom duty.

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16.10 Ensuring payments to other contractors

The Mine Operator shall maintain a separate account with a Scheduled Bank at Site for the purpose of receiving all the payments under the Contract(s) and for utilization of payments received from the Owner for disbursement to sub- contractors, sub-vendors etc., of the Mine Operator.

Mine Operator shall be required to submit an undertaking to the Owner's

Representative every quarter, certifying that all due statutory payments, labour payments and payments to all his sub-contractors have been disbursed.

17SYSTEMS, RECORDS, BUDGETS AND REPORTS

(a)All relevant statutory records shall have to be maintained and produced to the

Owner as and when necessary.

(b)The Mine Operator shall at all times maintain and provide the Owner with reasonable access to work progress records specific to the Mine Operator's

Plant and Equipment in order to verify progress payments on work performed as required and shall preserve these records for a period of three (3) years after final payment. During such time the Owner shall be provided reasonable access to such records upon request. If the Mine Operator decides at any time after the said period not to retain the said records, it shall notify the Owner and the Owner may request, and the Mine Operator shall agree, to maintain said records at the Owner expense for as long as the Owner desires.

(c)The Mine Operator shall provide all reports as listed in Schedule 2, and such other reports as are reasonable and requested by the Owner.

18INSURANCE

18.1Insurance by Mine Operator

(a)The Mine Operator shall throughout the Term at its expense take out and maintain in effect or cause to be taken out and maintain in effect, insurance to cover for amounts which are at least equal to amounts as may be covered in accordance with Good Industry Practices for all risks in respect of:

(i)Mine Operator's Plant and Equipment, Fixed Infrastructure Facilities and Owner’s Facilities handed over to Mine Operator for operation and maintenance;

(ii)Stock of mined coal at the Site and delivery points wherever applicable excluding in-situ coal

(iii)Liability for death of or injury to its own employees and its sub- contractors’ employees;

(iv)Public liability insurance to cover legal liability in respect of third party bodily injury and third party property damage arising in connection with the Mine Operator's provision of the Mining Services including, but not limited to those arising from the use of any of the Owner's Facilities by the Mine Operator in connection with the Project;

(v)Workers compensation in accordance with the statutory requirements;

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(vi)Automobile liability insurance covering use of all vehicles at Site;

(vii)“Installation all Risks” for the Mine Operator’s Plant and Equipment and Fixed Infrastructure Facilities to be developed during the Development

Stage;

(viii)Any other facility affecting the performance of its obligations explicitly or implicitly.

(b)The Mine Operator shall, from the actual date of handover till the Expiry Date, take out and maintain in effect insurance in respect of loss of or damage to the Owner's Facilities as handed over by the Owner, as in Clause 18.1(a) (i), on or by the Coal Production Start Date. In the insurance policies taken by the

Mine Operator for the Owner’s Facilities and the stock of mined coal, the Owner shall be named as the co-insured and first beneficiary. The Parties shall cooperate with each other on a good faith basis to affect the transfer of insurance obligations from the Mine Operator to the Mine Owner on the Expiry Date.

(c)The Mine Operator shall ensure that where applicable its sub-contractors shall take out and maintain in effect adequate insurance policies for their personnel, vehicles, plant and equipment and for work executed by them under the Agreement, unless such subcontractors are covered by the policies taken out by the Mine Operator.

(d)With respect to the insurance claim to the extent Owner’s interest is involved, the Mine Operator shall not give any release or makes any compromise with the insurer without the prior written consent of the Owner.

(e)The Mine Operator shall be responsible for all claims and shall file all claims with Insurance Agency. However, in case of any claim settlement, necessary NOC/discharge voucher shall be issued by Owner in Mine Operator’s favor.

18.2Insurance by Owner

The Owner shall from the Commencement Date till the date of actual handover to the Mine Operator take out and maintain in effect insurance in respect of loss of or damage to the Owner's Facilities.

18.3Information to Owner for selection of insurer and form of policies

The identity of the insurers and the form of the policies in accordance with Clause

18.1 shall be notified to the Owner. The Mine Operator shall deliver to the Owner certificates of insurance (or copies of the insurance policies) as evidences that the required policies are in full force and effect.

18.4Names in which Insurance Effected

Under the insurance policies taken by the Mine Operator, its sub-contractors shall be named as co-insured for the part of the Mining Services undertaken by the subcontractors, unless otherwise agreed to the contrary with the sub-contractors. The Mine Operator shall obtain public liability insurance in the names of the Mine Operator and the Owner as separately insured parties for their respective rights and liabilities.

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18.5Application of Insurance proceeds

(a)The insurance proceeds received under the Mine Operator's Insurances for loss of coal due to spontaneous combustion shall be shared with the Mine Operator in the proportion of the Mining Fee to the selling price of the coal of that year. Further in case of any demand for loss of revenue due to coal theft, fire etc by Authority, it shall be to the account of Mine Operator. Each party shall give reasonable assistance to the other party as may be required to settle the claim.

(b)Save as expressly provided in this Agreement or the Insurances, the proceeds of any insurance claim made due to loss or damage to the Site or any part of the Site shall be first applied for reinstatement, replacement or renewal of such loss or damage.

18.6Review of Insurances

The Owner may request for information of any insurance policy taken by the Mine

Operator pursuant to Clause 18.1, to ensure that the insurance policies affected by the Mine Operator are in compliance with this Agreement.

18.7Terms of Insurance

Subject to the requirements of any Applicable Law and this Agreement, the Mine

Operator shall ensure that each insurance policy referred to in Clause 18.1 is on terms and conditions, which are satisfactory and reasonable. The insurance policies affected by the Mine Operator shall also include the following:

(a)that the insurance policy contains a cross liability clause that provides that the

Mine Operator and the Owner when both named on a policy shall, for the purposes of the policy, be considered as separate entities;

(b)containing a provision that all notices given by the insurer under or in relation to the policy (including, but not limited to, notices of cancellation and notices of renewal) shall be given to both the Mine Operator and the Owner;

(c)containing a provision that notices of any claim under or in relation to the policy given to the insurer by or on behalf of any Party insured under the policy shall be accepted by the insurer as a notice of claim given on behalf of all parties insured under the policy;

(d)containing a provision in the public liability insurance to ensure that the insurance extends to cover liability of the Mine Operator to the Owner and liability of the Owner to the Mine Operator;

(e)containing a provision that no less than twenty one (21) days notice shall be given to both Mine Operator and Owner by insurers prior to cancellation or material modification of the policy.

18.8Payment of Premium

The Mine Operator shall on or before the date when each premium becomes payable, pay all amounts necessary for maintaining such insurance.

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19 INDEMNITY

19.1Indemnity by Mine Operator

The Mine Operator agrees to indemnify and hold the Owner harmless from and against any and all damages, losses, liabilities, obligations, claims of any kind, interest, cost, fee, or expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Losses by Mine Operator"), suffered, incurred or paid, directly, as a result of, in connection with or arising out of:

(a)any breach by the Mine Operator of any of its respective covenants or agreements contained herein, including breaches by any sub-contractor of its obligations under any sub contract arrangement entered into by the Mine

Operator to execute any works/or provide any part of the Mining Services;

(b)any failure by the Mine Operator to make payment of wages or other amounts due to its employees/personnel or non-compliances with any of its legal or statutory obligations;

(c)any injury to or death of persons or damage to or loss of property of such persons arising out of acts or omissions of the Mine Operator or any other sub-contractor;

(d)any claims or sanctions or penalties imposed by any Authority for any failure by Mine Operator or any other sub contractor or any of their respective officers, directors, employees, servants or agents to comply with any Applicable Laws or a breach, compliance with the terms or renewal of any

Approval;

(e)Subject to Clause 16.9 any failure of the Mine Operator or any other sub contractor or any of their respective officers, directors, employees, servants or agents:

(i)to pay any taxes relating to income or any other taxes required to be paid by such person;

(ii)to make any payments in respect of taxes which are to be paid by such person in connection with the performance of its obligations relating to this Agreement;

(iii)to file tax returns as required by Applicable Laws or comply with reporting or filing requirements under Applicable Laws relating to taxes; or

(iv)arising by reason of any misrepresentation by or on behalf of such person to any competent authority in respect of taxes; and

(f)any material inaccuracy in any representation, warranty or covenant of the

Mine Operator set forth in this Agreement.

It is agreed and understood between Parties that the Owner shall be entitled to claim and be paid by the Mine Operator as indemnification under Clause 19.1 above a sum which is equal to the Losses by Mine Operator. However, the Mine Operator's liability to indemnify the Owner under this Agreement shall be reduced

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20 FORCE MAJEURE

20.1Force Majeure

"Force Majeure" shall mean (with respect to either Party) any event or circumstances or combination of events or circumstances:

(a)beyond the reasonable control of the Party claiming relief under this Clause

20;and

(b)which materially and adversely affects, prevents, delays any Party in the performance of its obligations under this Agreement; and

(c)could not have been foreseen, prevented, overcome or remedied by the affected Party by exercising a standard of care and diligence consistent with Good Industry Practices including natural calamity, landslide (excluding pit and dump failure); and

(d)Denial or withdrawal of permission/Approvals by any Government Authorities for activities relevant to the project.

20.2Procedure on occurrence of an event of Force Majeure

Immediately upon any occurrence of an event of Force Majeure or, in any event, no later than five (5) days following such occurrence, the Party affected by such event of Force Majeure event shall:

(a)notify the other Party and provide documentary proof of the existence of an event of Force Majeure, and such notice and proof to include (i) the particulars of the event giving rise to such Force Majeure claim, in as much detail as is then reasonably available, (ii) its current estimate of the extent to which, and the period during which, the performance of such Party will be affected by such event of Force Majeure, and (iii) the particulars of the programme to be implemented to ensure prompt and full resumption of such Party's normal performance under this Agreement;

(b)thereafter provide interim reports of the status of the event of Force Majeure, reasons for continued existence of the event of Force Majeure and an estimate of the anticipated duration of the event of Force Majeure; and

(c)upon request in writing by the other Party, give or procure access insofar as is reasonably practicable to do so for a reasonable number of representatives of that other Party at that other Party's sole risk and cost, to examine the scene of the relevant event or circumstances of Force Majeure.

20.3Performance Excused

Delay or non performance by either Party hereto caused by the occurrence of any event of Force Majeure shall not

(a)constitute an Event of Default or breach of its obligations under this Agreement.

(b)give rise to any claim for damages or additional cost or expenses or compensation occasioned thereby,

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if and to the extent that such delay or non performance is caused by the occurrence of an event of Force Majeure.

20.4Resumption of Normal Performance

During the period of delay attributed to an event of Force Majeure (unless this Agreement has been terminated or cancelled in accordance with its terms:

(a)the affected Party shall use best efforts to overcome and minimize the effects of any event of Force Majeure and resume performance of obligations as soon as practicable after the effect of the event of Force Majeure ceases to exist;

(b)in order to resume normal performance of this Agreement within the shortest practicable time, the affected Party shall take all measures to this end which are commercially reasonable in the circumstances, taking into account the consequences resulting from such event of Force Majeure and shall, every week thereafter, give the other Party a written statement on its progress; and

(c)the Parties shall perform their obligations under this Agreement to the extent not prevented by the occurrence of an event of Force Majeure and take reasonable steps to mitigate the impact of such event.

20.5Notice when Force Majeure ends

(a)Upon resolution of the cause of delay, interruption or failure, the Party affected shall promptly within 3 days of such resolution give notice to the other Party of such fact and the performance of such affected Party's obligations under this Agreement shall thereupon be resumed.

(b)If the performance of the obligations is substantially prevented, affected or delayed for a single period of more than three (3) months or an aggregate period of more than six (6) months in any Operating Year, the Parties will attempt to develop a mutually satisfactory solution through good faith discussions, failing which the aggrieved party shall give termination notice in accordance with clause 24.2(a) or 24.3(a), as the case may be.

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21 LATENT CONDITIONS

21.1A Latent Condition for example as described in Schedule 4, may be relied upon by a Party only to the extent that it directly affects and continues to directly affect the performance or observance by the Mine Operator of its obligations under this

Agreement and the Mine Operator shall resume performance and observance of such obligations immediately after termination or abatement of the Latent

Conditions.

2 1.2 Within seven (7) days after the Mine Operator encounters any Latent Conditions, the Mine Operator shall deliver to the Owner a written notice stating:

(a)the physical Conditions on the Site that could not have been reasonably foreseen;

(b)the increase in work and resources which are estimated due to such Latent Condition;

(c)the nature of and extent of effect of such Latent Condition on the performance of the obligations;

(d)estimate of the additional costs and expenses resulting from such Latent Condition; and

(e)any other details as may be reasonably required by the Owner.

21.3The effect of a Latent Condition may also result in more favourable physical conditions at Site, than that could have been reasonably foreseen by Mine

Operator prior to the submission of Project Proposal. Within seven (7) days after the Owner becomes aware of such Latent Condition, it shall deliver to the Mine Operator a written notice stating:

a)the physical Conditions on the Site that could not have been reasonably foreseen;

b)the reduction in work and resources which are estimated due to such Latent

Condition;

c)the nature of and extent of effect of such Latent Condition on the performance of the obligations;

d)estimate of the savings in costs resulting from such Latent Condition; and

e)any other details as may be reasonably required.

In case the Mine Operator encounters such favourable physical condition at the Site, it shall be obligatory for the Mine Operator to notify the Owner with all the details as stated above within seven (7) days of encountering such Latent

Conditions.

Within 30 days of receipt of the Notice as per Clause 21.2 or 21.3 above, the

Owner shall intimate the Mine Operator the effect on performance of obligations and the extent of payments / recoveries on account of encountering such Latent Condition.

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22 CONFIDENTIALITY

22.1Each Party shall maintain in strict confidence and protect the confidentiality of all the provisions and contents of this Agreement and of all information, reports, data, software or other material, whether written or oral, in electronic or magnetic format, and the contents thereof and any reports, digests or summaries created or derived from any of the foregoing that is provided by one Party to the other Party and any other kind of Confidential Information and shall not disclose any such Confidential Information to any third party without the prior written consent of the other Party; provided, however, that each Party shall be entitled to disclose Confidential Information to its respective its Subsidiary (ies) and/or Holding Company and/or

Subsidiary (ies) of its Holding Company and to officers, directors and employees of such Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding Company who need to know such Confidential Information for furtherance of the provisions of this Agreement, provided that such Party shall ensure that such Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding

Company and its officers, directors and employees do not disclose further such Confidential Information; and provided that the receiving party shall use the same degree of care and protection to protect Confidential Information received by it from the disclosing Party as it uses to protect its own Confidential Information of a like nature, and in no event such degree of care and protection shall be of less than a reasonable degree of care which an ordinary prudent person will exercise.

22.2Notwithstanding Clause 22.1, each Party may disclose Confidential Information to the extent that such Confidential Information:

(a)was in the public domain prior to its delivery to such Party or after such delivery if it becomes part of the public domain without breach of any confidentiality obligations by the receiving Party under this Agreement;

(b)was obtained from a third party with no known duty to maintain its confidentiality;

(c)is required to be disclosed by Applicable Laws (including the Right to

Information Act 2005) or judicial or administrative or arbitral process or by any Authority;

(d)is provided to professional advisors, agents, auditors or representatives of a

Party as is reasonable under the circumstances; provided, however, that Party receiving such Confidential Information shall require such Persons to undertake in writing to keep such Confidential Information confidential and shall use its best efforts to ensure compliance with such undertaking and further provided that such disclosure is necessary to enable such Party to perform or comply with, or to protect or enforce its rights under, this Agreement.

22.3The Parties agree that upon termination/expiry of this Agreement, the receiving Party shall promptly deliver to the disclosing Party Confidential Information and copies thereof in its possession or under its direct or indirect control, and shall destroy all memoranda, notes and other writings prepared by the receiving Party or its Subsidiary (ies) and/or Holding Company and/or Subsidiary (ies) of its Holding Company or directors, officers, employees or advisors based on Confidential Information and promptly certify such destruction, provided that each Party may retain a copy of any Confidential Information which is required to be kept by that Party pursuant to Laws or which is required to form part of the permanent records of such Party.

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23 DISPUTE RESOLUTION

23.1Amicable Settlement

(a)In the event of any dispute or claim of any kind whatsoever that may arise between the Parties as a result of construction, interpretation or application of any of the terms and conditions of this Agreement or performance of it, either Party may by written notice inform the other Party of such dispute ("Dispute

Notice").

(b)The Parties shall within a period of 30 days from the date of receipt of Dispute Notice by such other Party meet and endeavour to settle such dispute in an amicable manner through good faith discussions.

23.2Adjudicator

(d)If the Parties fail to resolve such a dispute or difference by good faith discussions, then the dispute shall be referred in writing by either Party to the Adjudicator, with a copy to the other party.

(e)The Adjudicator shall be a retired judge of High Court / Supreme Court of India as may be appointed by the Chairman & Managing Director of Owner.

The Adjudicator shall give its decision in writing to both Parties within twenty eight (28) days of a dispute being referred to it. If the Adjudicator has done so, and no notice of intention to commence arbitration has been given by either the Owner or the Mine Operator within fifty six (56) days of such reference, the decision shall become final and binding upon the Owner and the Mine Operator. Any decision that has become final and binding shall be implemented by the Parties forthwith.

(f)Should the Adjudicator resign or die, or should the Owner and the Mine Operator agree that the Adjudicator is not fulfilling its functions in accordance with the provisions of the Agreement, another retired judge of High Court /

Supreme Court of India shall be jointly appointed by the Owner and the Mine Operator as Adjudicator. Failing agreement between the two within twenty eight (28) days, a retired judge of High Court / Supreme Court of India shall be appointed as Adjudicator, at the request of either Party, by the Chairman & Managing Director of Owner. The Adjudicator shall be paid fees and reasonable expenses incurred in the execution of its duties as Adjudicator under the Agreement. These costs shall be divided equally between the

Owner and the Mine Operator.

23.3Arbitration

(a)If either the Owner or the Mine Operator is dissatisfied with the Adjudicator’s decision, or if the Adjudicator fails to give a decision within twenty eight (28) days of a dispute being referred to it, then either the Owner or the Mine

Operator may, within fifty six (56) days of such reference, give notice to the other party, with a copy for information to the Adjudicator, of its intention to commence arbitration, as hereinafter provided, as to the matter in dispute, and no arbitration in respect of this matter may be commenced unless such notice is given.

(b)Any dispute in respect of which a notice of intention to commence arbitration has been given, in accordance with Clause a), shall be finally settled by arbitration.

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(c)Any dispute submitted by a Party to arbitration shall be heard by an arbitration panel composed of three arbitrators, in accordance with the provisions set forth below.

(d)The Owner and the Mine Operator shall each appoint one arbitrator, and these two arbitrators shall jointly appoint a third arbitrator, who shall chair the arbitration panel. If the two arbitrators do not succeed in appointing a third arbitrator within twenty eight (28) days after the latter of the two arbitrators has been appointed, the third arbitrator shall, at the request of either party, be appointed by the following appointing authority (“Appointing Authority”).

(i)President, Institution of Engineers in case of a Mine Operator having its registered office in India

(ii)President, International Chambers of Commerce, Paris, in case of a Mine Operator having its registered / principal place of business outside India.

(e)If one Party fails to appoint its arbitrator within forty-two (42) days after the other party has named its arbitrator, the party which has named an arbitrator may request the Appointing Authority to appoint the second arbitrator.

(f)If for any reason an arbitrator is unable to perform its function, the mandate of the Arbitrator shall terminate in accordance with the provisions of Applicable

Laws and a substitute shall be appointed in the same manner as the original arbitrator.

(g)Any arbitration proceeding pursuant to this Clause 23.3 shall be conducted in the English language. The venue of arbitration shall be New Delhi. The arbitration proceedings shall be governed by the rules of procedure for arbitration proceedings as under:

(i)Indian Arbitration and Conciliation Act 1996; in case of a Mine Operator having its registered office in India;

(ii)United Nations Commission on International Trade Law (UNCITRAL) -

Arbitration Rules of 1976, in case of a Mine Operator having its registered/principal place of business outside India.

(iii)In case the Mine Operator is an Indian Public Sector

Enterprise/Government Department (but not a State Govt. Undertaking or Joint Sector Undertaking which is not a subsidiary of Central Govt. Undertaking), the dispute arising between the Employer and the Mine Operator shall be referred for resolution to a Permanent Arbitration Machinery (PAM) of the Department of Public Enterprises, Government of India.

(h)The decision of a majority of the arbitrators (or of the third arbitrator chairing the arbitration, if there is no such majority) shall be final and binding and shall be enforceable in any court of competent jurisdiction as decree of the court. The parties thereby waive any objections to or claims of immunity from such enforcement.

(i)The cost of arbitration shall be shared equally by the Parties.

(j)The arbitrator(s) shall give a reasoned award.

(k)Notwithstanding any reference to the Adjudicator or arbitration herein:

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24SUSPENSION AND TERMINATION

"Event of Default" means with respect to a Party any of the following:

(a)a Party becomes insolvent;

(b)the Party commits a material breach of its obligations under this Agreement which is capable of being remedied and does not remedy the breach within 14 days of receiving notice in writing from the other Party specifying the breach and requiring the breach to be remedied; or

(c)the Party committing a material breach of its obligations under this Agreement which is not capable of being remedied.

24.1Suspension of Mining Services

(a)The Owner may by notice to the Mine Operator at any time during the Term, including for convenience or for Mine Operator's defaults, suspend all or any part of the Mining Services, stating the estimated length of and reason for the suspension. The Mine Operator shall on receipt of a notice of suspension take all reasonable steps to reduce any cost consequent upon the suspension. If requested by the Owner's Representative to do so, the Mine Operator shall promptly re-direct its workers/labour force and/or the Mine Operator's Plant and Equipment and the Owner’s Facilities to work on a portion of the Site unaffected by the reason for the suspension.

(b)A suspension under this Clause 24.1 shall not terminate this Agreement. However if the suspension on any one occasion is for a continuous period of more than 90 days for any reason other than the fault, act or omission attributable to the Mine Operator or an Event of Default of the Mine Operator, the Mine Operator may by written notice to the Owner request for cessation of the suspension and direction in writing to recommence providing the Mining

Services. Within 30 days of receipt of notice, if the Owner does not direct for recommencement, the Mine Operator may terminate this Agreement pursuant to Clause 24.2.

(c)The Owner shall pay to the Mine Operator compensation for the period, the

Mining Services are suspended under this Clause 24.1 except where, in the opinion of the Owner's Representative, the suspension is necessary because of the act or omission or Event of Default of the Mine Operator or its employees or its sub-contractors.

(d)The Owner's Representative shall, as soon as reasonable after the reason for any the suspension under this Clause 24.1 no longer exists, direct the Mine

Operator in writing to recommence providing the Mining Services and the

Mine Operator shall comply with the direction promptly, and in no event later than 15 days of receipt of notice from the Owner requiring such recommencement. Within 15 days of receipt of notice, if the Mine Operator does not recommencement providing the Mining Services, the Owner may terminate this Agreement pursuant to Clause 24.3.

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24.2Termination by the Mine Operator

(a)Force Majeure Event

The Mine Operator may terminate the Agreement by giving notice thereof if the performance of the obligations of the Owner or the Mine Operator is substantially prevented, affected or delayed on account of an event(s) of Force Majeure for a single period of more than three (3) months or an aggregate period of more than six (6) months in any Operating Year and no mutually satisfactory solution is reached between the Parties through good faith discussions.

(b)Owner's Events of Default

The following events or circumstances shall be "Owner's Events of Default":

(i)Any of the warranties offered by the Owner in Clause 3.1.1 is not true or incorrect;

(ii)The Letter of Credit, as mentioned in Clause 6 has expired and the

Owner fails to renew the Letter of Credit within sixty (60) days of the expiry of the same;

(iii)The Short Off-take is more than 50% pursuant to Clause 15.3.2 for a continuous period of three (3) months or the Short Off-take, in aggregate for any Operating Year is more than 30% of ACQ specified in AAPP for that Operating Year

(iv)A failure of the Owner to direct recommencement within 30 days of receipt of the Mine Operator's notice under Clause 24.1(b);

(v)The Letter of Credit established as per Clause 6.1 having been drawn and the Owner fails to replenish within 30 days of receipt of Notice from the Mine Operator for replenishment of Letter of Credit;

(vi)Any other Event of Default in respect of the Owner, not explicitly covered above.

24.3Termination by the Owner

(a)Force Majeure Event

The Owner may terminate the Agreement by giving notice thereof if the performance of the obligations of the Mine Operator or the Owner is substantially prevented, affected or delayed on account of an event(s) of

Force Majeure for a single period of more than three (3) months or an aggregate period of more than six (6) months in any Operating Year and no mutually satisfactory solution is reached between the Parties through good faith discussions,

(b)Mine Operator's Events of Default

The following events or the circumstances shall be "Mine Operator's Events of Default":

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(i)Any of the warranties offered by the Mine Operator in Clause 3.1.2 is not true or incorrect;

(ii)The Mine Operator fails to renew the Contract Performance Guarantee, in accordance with Clause 6.2, at least 3 months prior to its expiry;

(iii)The Mine Operator fails to make satisfactory progress or achieve milestones in accordance with the agreed Operational Plan specified at

Clause 8.2a) (duly considering any extension under Clause 8.3 or subsequently), except where the progress has been held up because of delay in achieving Owner’s milestones identified in the Operational Plan (duly considering any extension under Clause 8.3 or subsequently);

(iv)The Mine Operator does not maintain or timely renew the required Approvals, as specified in Clause 7.2, resulting in material suspension of Mining Services for a continuous period of 3 months during the Operations Stage;

(v)The Short Delivery is more than 50% pursuant to Clause 15.3.1 for a continuous period of three (3) months or the Short Delivery, in aggregate for any Operating Year is more than 30% of ACQ specified in AAPP for that Operating Year;

(vi)The coal delivered by the Mine Operator continues to be rejected for a continuous period of three months in any Operating Year on account of quality of coal not meeting the criteria specified in Clause 15.6.5

(vii)If the Mine Operator disposes of all or a substantial part of the Mine Operator's Plant and Equipments without the prior written consent of the Owner;

(viii)If the Mine Operator disposes of any of the Owner’s Facilities without the prior written consent of the Owner in violation of Clauses 13.5(c) and 13.5(d);

(ix)If the Mine Operator becomes bankrupt or insolvent, has a receiving order issued against it, enters into a compromise with its creditors, or, its governing body approves a resolution or order is made for its liquidation/winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Mine Operator takes or suffers any other analogous action in consequence of debt;

(x)If the Mine Operator assigns or transfers the Agreement or any right or interest therein in violation of the provisions of this Agreement;

(xi)If the Mine Operator, in the reasonable judgement of the Owner has engaged in corrupt or fraudulent practices in competing for or in executing the Agreement pursuant to Clause 9.1;

(xii)if the Mine Operator does not recommence providing the Mining Services within 15 days of receipt of the Owner's notice under Clause 24.1(d);

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(xiii)if the Mine Operator fails to meet the obligations set out in Clause 8.2;

(xiv)Change in the shareholding of paid up share capital of the Joint Venture Company without the prior written approval of NTPC.

(xv)Any other Event of Default in respect of the Mine Operator, not explicitly covered above.

(c)Owner’s convenience

Notwithstanding any other provision of this Agreement, the Owner may, at its sole discretion, terminate this Agreement for its convenience at any time during the Term of the Agreement, where in the sole opinion of the Owner, to continue with the mining operation under this Contract Agreement would cause it significant ongoing financial losses. Such option to terminate this

Agreement shall be exercisable by the Owner by way of a written notice from the Owner to the Mine Operator at least ninety (90) days’ in advance of such termination.

24.4Show cause / Termination for an Event of Default

(a)In case of an occurrence of a Mine Operator's Event of Default, the Owner may issue the Mine Operator a written notice confirming its intent to terminate this Agreement.

Such notice shall:

(i)state that it is a notice under Clause 24.3(b) of this Agreement; and

(ii)specify the alleged event along with supporting information/documents that the Owner may have.

(b)In case of an occurrence of an Owner's Event of Default, the Mine Operator may issue the Owner a written notice confirming its intent to terminate this Agreement.

Such notice shall:

(i)state that it is a notice under Clause 24.2(b) of this Agreement; and

(ii)specify the alleged event along with supporting information/documents that the Operator may have.

(c)Upon receipt of notice of termination by the non-terminating Party pursuant to

Clause 24.4 (a) or 24.4 (b), as the case may be, the Parties shall discuss in good faith for a period of thirty (30) days the options for the cessation of event that led to the issue of the notice. It is clarified that during the period of thirty

(30)days the obligations of the Parties shall continue to subsist.

(d)At any time after the expiry of such period of thirty (30) days after the terminating Party gave notice to the other Party pursuant to 24.4 (a) or 24.4

(b), as the case may be, unless the circumstances constituting the termination event have either been fully remedied to the satisfaction of such terminating Party or have ceased to apply, such terminating Party may terminate this Agreement by giving a forty five (45) day prior written notice of such termination to the non terminating Party.

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24.5Remedies on Termination

(a)Liabilities of the Owner

(i)Upon termination of this Agreement for any reason other than the Mine

Operator's Event of Default, the Owner shall pay the Mine Operator the amount of all unpaid, unbilled and uncontested payment claims of the Mine Operator, less any amounts which the Owner is entitled to set-off.

For the avoidance of doubt, it is clarified that all unbilled amounts will be billed within fourteen (14) days of receipt of Notice of termination beyond which no further bills will be considered by the Owner.

(ii)If this Agreement is terminated for an Owner's Event of Default or

Owner’s convenience, the Mine Operator may claim reasonable compensation to the satisfaction of the Owner for demonstrable (reasonable demobilization costs and expenses) and direct losses suffered by Mine Operator due to such termination, subject to the limitation of liability in accordance with Clause 24.7.

(iii)For the avoidance of doubt, it is clarified that in no event shall the

Owner be liable for an amount exceeding the amount specified in

Clause 24.7.

(b)Asset Purchase

(i)The Mine Operator may offer first charge on Mine Operator’s Plant and Equipment to its lenders or financiers. However in case of termination of this Agreement it will be obligatory for the Mine Operator and/or its lenders and/or its financiers to seek offer for Mine Operator’s Plant and Equipment from the Owner as the foremost preferred buyer and the Owner shall have the first right of refusal on the disposal of the Mine Operator’s Plant and Equipment. The Mine Operator shall be responsible to ensure the inclusion of suitable provisions in their agreements with its lenders and/or financiers for Mine Operator’s Plant and Equipment. Failure to comply with this provision may result in refusal by Owner its permission to remove Mine Operator’s Plant and Equipment from Site.

(ii)In the event the Owner seeks to positively exercise its option to buy out the Mine Operator’s Plant and Equipment in accordance with Clause 24.5 (b)(i), the Owner shall by written notice to Mine Operator and/or lenders and/or financiers convey exercise of such option no later than the forty five (45) day period referred to in Clause 24.4(d). The Mine

Operator shall, at its sole cost, provide reasonable assistance to the Owner in this regards and shall provide all details of the Mine

Operator’s Plant and Equipment including but not limited to original specifications, date of purchase, fuel/power consumption, usage and maintenance history, expected residual life, spares consumption pattern, books of account, ledgers,, etc. within five (5) days of receipt of notice from the Owner under this Clause 24.5(b)(ii).

(iii)For the avoidance of doubt, it is clarified that the Owner shall not purchase:

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1.any cash in hand and or in bank accounts;

2.trade and book debts or receivables accruing to the Mine Operator prior to Transfer Date unless such debts or receivables can be factored into price for Mine Operator’s Plant and

Equipment to the satisfaction of the Owner; and

3.the benefit of any refund or repayment of tax attributable to the period prior to Transfer Date.

4.All other assets existing at Transfer Date that are not included in this Clause 24.5(b)(iii){(1), (2) and (3)} shall be for the benefit of the Mine Operator, including the proceeds of any insurance or warranty claims made prior to the Transfer Date; provided that the Mine Operator shall be entitled to the benefit of such claims only if it has duly remedied any physical loss, damage or effect to any assets forming part of or used for operating the Mine Operator’s Plant and Equipment up to the Transfer Date in the event that the claims arose on account of such loss, damage or effect such claims.

(iv)In the event of termination of this Agreement, the Residential facilities developed by Mine Operator shall be purchased by Owner at the written down value as per audited accounts of the Mine Operator or the value assessed by mutually acceptable independent Government approved assessor whichever is lower. (The depreciation rate shall be as per applicable Companies Act)

(c)Liabilities of the Mine Operator

(i)Upon termination of this Agreement for any reason, the Mine Operator shall:

1.cease the performance of the Mining Services within the time specified in the written notice except the part of the Mining Services for the sole purpose of protecting the work already executed, or any work required to leave the Site in a clean, safe and operable condition;

2.remove from the Site all the Mine Operator's Plant and Equipments within a reasonable time except if the Owner has exercised its rights under Clause 24.5(b);

3.ensure that the Site is left in a safe and clean condition and is properly secured;

4.hand over to the Owner all Documentation relating to the Mining Services at the Site;

5.do all things reasonably required by the Owner to assist the

Owner to place the Owner or its nominee in possession and control of the Site so as to allow (if applicable) the continuation of the mining-related activities on the Site; and

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6.comply with the Owner's directions in respect of the demobilisation from the Site of persons and the Mine Operator's Plant and Equipment and the assignment to the Owner or its nominee of all rights and benefits under contracts entered into by the Mine Operator with third parties, sub-contractors in relation to the Mining Services.

(ii)If this Agreement is terminated for a Mine Operator's Event of Default, the Owner shall have a right to claim reasonable demonstrable and direct losses suffered by the Owner due to such termination subject to the limitation of liability in accordance with Clause 24.7, which will be paid and settled by the Mine Operator within 15 days of receipt of

Notice of claim by the Owner failing which the Owner shall have a right to encash Contract Performance Guarantee and/or Performance Guarantee(s) pursuant to the Joint Operating Agreement/Consortium

Agreement .and set off the claimed amount from the encashment proceeds of these bank guarantees. If the Owner’s claim exceeds the amount of these guarantees, the Owner shall have further rights to recoveries in the manner deemed fit by the Owner.

(iii)For the avoidance of doubt, it is clarified that in no event except for provisions of clause 24.5 (c) (iv), shall the Mine Operator be liable for an amount exceeding the amount specified in Clause 24.7.

(iv)In case of termination on Mine Operator's Event of Default, if the

Owner completes the mining activities of the Mine, the cost of completing such mining activities by the Owner shall be determined.

If the sum that the Mine Operator is entitled to be paid under the Project Agreement, plus the reasonable costs incurred by the Owner in completing the mining activities, exceeds the Contract Price, the Mine Operator shall be liable for such excess amount.

If such excess is greater than the sums due to the Mine Operator under

Project Agreement, the Mine Operator shall pay the balance to the Owner, and if such excess is less than the sums due to the Mine

Operator under Project Agreement, the Owner shall pay the balance to the Mine Operator.

The Owner and the Mine Operator shall agree, in writing, on the computation described above and the manner in which any sums shall be paid.

24.6Termination on Exhaustion of Coal Reserves

(a)Notwithstanding anything contained in this Clause 24, this Agreement shall terminate upon the occurrence of an Exhaustion Event, provided, however, that such Exhaustion Event shall not have been caused, or resulted from, any breach by the Mine Operator of its obligations under this Agreement.

(b)For the purposes of Clause 24.6(a), an "Exhaustion Event" shall be deemed to have occurred upon it being established to a high degree of certainty through established procedure used in accordance with Good Industry

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Practices that coal reserves at the Site are not recoverable by open cast mining method; or have been exhausted as per approved Mining Plan.

(c)The Mine Operator shall promptly by written notice inform the Owner, as soon as reasonably practicable, if it believes for any reason that an Exhaustion

Event is likely to occur or has occurred. The Mine Operator's notice shall provide all supporting information and evidence. No later than 30 days of receipt by the Owner of such notice, the Owner may accept such the occurrence of such Exhaustion Event or refer the matter to resolution under Clause 23.

24.7Limitation of Liability

Notwithstanding anything stated anywhere in the agreement, the liability of either party for any operating year shall be limited to 0.3 X MFTotal X Peak Annual Production, save the provisions of indemnity specified at Clause 19.1, provisions of

Clause 24.5(a)(i) and circumstances where a Party has been grossly negligent or in willful misconduct of its obligations. It is clarified that the liability limit of 0.3 X

MFTotal X Peak Annual Production shall apply on annual basis in any Operating Year and shall not be cumulated in the succeeding operating year. In addition the liability of either Party on termination saving the provisions of indemnity specified at Clause 19.1 and circumstances where a Party has been grossly negligent or in willful misconduct of its obligations, shall not exceed the following amounts:

Development Stage – INR [ …] Million (Project Specific)

Operations Stage – 0.3 X MFTotal X Peak Annual Production

MFTotal = Total Escalated Mining Fee per Tonne of Coal for Operating Year “n” calculated as per provisions specified at Schedule-11

During Development Stage, the aforesaid liability on termination shall be in addition to the recovery of R&R Colony Expenditure from the Mine Operator save for value of the work already carried out by Mine Operator and as assessed by CPWD or any other mutually agreed approved Govt. agency. Cost of such assessment shall be shared equally by NTPC & Mine Operator.

24.7.1 As per the terms of Allotment Agreement, NTPC is required to make upfront payment totaling to INR [….] (Project specific) at various stages of Development & operation of Mine and also required to submit the Performance Security amounting to INR […..] (Project specific) to Govt. of India. The aforesaid Performance Security furnished is liable to be forfeited/ appropriated by Govt. of India in terms

Allotment Agreement.

If such forfeiture/ appropriation of Performance Security of NTPC under the Allotment Agreement is due to reasons attributable to Contractor/MDO, the aforesaid liability, to the extent appropriated by the Govt. of India, shall be recovered from the due payment payable to the Mine Operator and/or by encashment of Contract

Performance Guarantee and/or Performance Guarantee(s) pursuant to the Joint

Operating Agreement/Consortium Agreement furnished by the Contractor/MDO under the terms of Project Agreement, and set off the claimed amount from the encashment proceeds of these bank guarantee(s). If the Owner’s claim exceeds the amount of these guarantees, the Owner shall have further rights to recoveries in the manner deemed fit by the Owner.

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25 INTELLECTUAL PROPERTY, DOCUMENTATION, MEDIA RELEASES

25.1Project Intellectual Property

(a)The Project Intellectual Property owned or created by the Owner is and shall remain vested in the Owner. The Mine Operator agrees and undertakes that to the extent it has rights to the Project Intellectual Property under any Applicable Law, it hereby grants the Owner with a world-wide, irrevocable, unrestricted, unconditional, perpetual and exclusive royalty/license fee free licence and free of all Security Interests, in and to the Project Intellectual Property.

(b)The Mine Operator shall do all such things and to sign and execute all such documents and deeds as may reasonably be required by the Owner in order to perfect, protect or enforce any of the Project Intellectual Property.

25.2Third Party Intellectual Property

To the extent that the performance of the Mining Services from time to time involves the use of any Intellectual Property of any person (other than the Owner and the Mine Operator), the Mine Operator shall use its best endeavours to obtain from the person a non-exclusive, irrevocable license for the Owner and/or the Mine

Operator to use for all time the Intellectual Property for all purpose of performing the Mining Services which:

(a)is fully paid up or only subject to a continuing fee or charge to which the Owner has consented; and

(b)may be assigned or be sublicensed (in whole or in part) to any other person requiring it for any purpose associated with the Mining Services.

25.3Reproduction and return documentation

(a)Each Party shall ensure that the Documentation owned or created by the other Party relating to the Mining Services or the Site is used, copied, supplied or reproduced only for the purposes of performing the Mining

Services or operating the [NAME OF THE PROJECT] and its other obligations under this Agreement unless it has obtained the prior written approval of the other Party, which approval shall not be unreasonably withheld.

(b)Each Party shall on or as soon as practicable after termination of this

Agreement, deliver up to the other Party, or at the option of that Party, destroy the Documentation owned or created by the other Party.

25.4Media releases

(a)Neither Party may advertise or issue any information, publication, document or article for publication or media releases or other publicity relating to the Mining Services, the Site, this Agreement or the other Party's business and activities without the prior written approval of the other Party, except that a Party may disclose such information and other matters:

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26 NOTICES

26.1Form

Unless expressly stated otherwise in this Agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this Agreement ("Notices") shall be in writing, signed by a Party or the Owner's

Representative or the Mine Operator's Representative, as the case may be, marked for the attention of the person, and sent to the address identified in this

Agreement as may be amended by Notice at any time by a Party or its representative.

26.2Delivery

Notices shall be:

(a)sent by personal delivery at the address described in the Agreement;

(b)sent by post or courier to the address described in the Agreement;

(c)sent by telefax to the fax address number followed by post confirmation at the address described in the Agreement;

(d)sent by email to the email address described in Agreement followed by post confirmation at the address described in the Agreement.

However, if the intended recipient has notified a changed postal address or changed fax number or email address, then the communication shall be to that address or number.

26.3Effectiveness of Notice

Notices take effect from the time they are received unless a later time is specified.

26.4Deemed receipt

(a)If sent by personal delivery or post or courier, Notices are taken to be received (in the absence of evidence of earlier receipt) 5 days after posting (or

10 days after posting if sent to or from a place outside India). In proving the fact of despatch it shall be sufficient to show that the envelope containing such Notice was properly addressed, stamped and conveyed to the postal authorities or courier service for transmission by airmail or courier.

(b)If sent by telefax, Notices are taken to be received at the time shown in the transmission report as the time that the whole fax was sent and delivery is shown as accomplished provided it is followed by post confirmation at the address described in the Agreement.

(c)If sent by email, Notices are taken to be received at the time shown in the delivery / confirmation report, generated by the sender’s email system provided it is followed by post confirmation at the address described in the Agreement.

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27ASSIGNMENT

(a)The Mine Operator shall not, without the express prior written consent of the Owner, assign to any Third Party the Agreement or any part thereof, or any right, benefit, obligation or interest therein or thereunder.

The Owner shall not, without the express prior written consent of the Mine Operator, assign to any Third Party the Agreement or any part thereof, or any right, benefit, obligation or interest therein or there under

(b)In case, Mine Operator is a single corporate entity, assignment of the contract to its existing or a new Subsidiary may be considered by NTPC within five years of award of contract subject to the following:

(i)The Assignee will meet the specified qualifying requirements, on the date of such proposed assignment, in the same manner as if it had been the Mine Operator.

(ii)The Assignee shall execute the JOA with the Mine Operator. In case of existing JOA, Executants of the existing JOA shall execute a fresh JOA with such Assignee which shall be valid for at least 5 years, which will have to be extended till such time the mine achieves 85% of the contracted capacity of the project.

(iii)The Assignee shall provide Contract Performance Guarantee pursuant to clause 6.2(a) Vol-II of RFP documents.

(iv)The Mine Operator shall provide a Performance Guarantee equivalent to 1% of the estimated annual contract value under the terms of the contract towards the faithful performance of terms &conditions contained in JOA. The estimated annual contract value shall be: Mining Fee (Rate per tonne of coal) quoted by the bidder multiplied by [….] million tonnes i.e. Peak Annual Rated Capacity of the mine.

(v)The Contract Performance Guarantee submitted by the Mine Operator shall be returned after the Assignee provides Contract Performance Guarantee and the Mine Operator provides a performance guarantee pursuant to clause (iv) above.

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27A Delay in Commencement of Coal Production

27A.1 Mine Operator shall commence coal production within 720 days from the

Commencement Date. In case coal production does not commence within the stipulated time, NTPC may at its own discretion, provide 120 days extension including any extension on account of Force Majeure for commencement of coal production without any financial implication on either side.

In case coal production does not commence even after the expiry of extended period due to the reasons attributing to Mine Operator save provisions of cl 8.3 of Project Agreement, Mine Operator shall be liable to pay liquidated damages for the delay of each month or part thereof, at the rate of 0.5% of the estimated annual total Mining Fee (Base mining fee) applicable to first Operating Year. The annual estimated total Mining Fee shall be the Mining Fee (Rate per tonne of coal )quoted by the bidder for 1st Operating Year multiplied by Coal production in tonnes for 1st operating year as per Mine Plan and escalated in line with Schedule – 11 of this

Agreement.

Further, in such a case, where coal production does not commence even after the expiry of extended period due to the reasons attributing to Mine Operator, Mine operator shall furnish within 30 days of expiry of above extended period, an additional irrevocable and unconditional bank guarantee valid for a period of 18 months, for an amount equivalent to 6% of the estimated annual total Mining Fee for the 1st Operating year under the terms of the contract from an Acceptable Bank in the format enclosed at Volume I of the RFP Document towards security for the fulfillment of its obligations under this Agreement including commencement of Coal production. The estimated annual total Mining Fee shall be the Mining Fee (Rate per tonne of coal) quoted by the bidder multiplied by Coal production in tonnes for 1st Operating Year as per Mine Plan and escalated in line with Schedule – 11 of this Agreement. In case above additional Bank Guarantee is not received within 30 days of expiry of extended period, NTPC shall have the right to terminate the Agreement and encash the Contract Performance Guarantee furnished by Mine Operator at the commencement of the Contract.

In case coal production does not commence even within 1205 days from Effective Date of Agreement, NTPC shall have the right to terminate the Agreement with associated penalties as provided in this Project Agreement.

After actual commencement of Coal production, Liquidated Damages (LD), already accounted and due to be recovered from the Mine Operator, shall be deducted from the Mining Fee payable against the first bill raised by Mine Operator and if total LD cannot be recovered from the first bill, it shall be deducted from the subsequent bills, till complete LD is recovered.

The additional Bank Guarantee furnished by Mine Operator shall be returned after recovery of full Liquidated Damages amount, after commencement of Coal production.

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28 MISCELLANEOUS PROVISIONS

28.1Governing Laws and Jurisdiction

(a)The interpretation and performance of this Agreement shall be governed and construed in accordance with the Applicable Laws of India.

(b)The courts of New Delhi shall have exclusive jurisdiction in all matters under this Agreement.

28.2Amendment

This Agreement shall only be amended, modified or supplemented by a written instrument signed by authorized representatives of the Parties.

28.3Severance

If any provision of this Agreement is ineffective, void, voidable, illegal or unenforceable, or if this Agreement would, if a particular provision were not omitted, be ineffective, void, voidable, illegal or unenforceable, that provision (without in any way affecting the effectiveness, validity, legality and enforceability of the remainder of this Agreement) shall be severable from this Agreement and this

Agreement shall be read, construed and take effect for all purposes as if that provision were not contained in it.

28.4Nature of the relationship

Except to the extent specified in this Agreement

(a)nothing in this Agreement constitutes a joint venture, agency, partnership or other fiduciary relationship between the Owner and the Mine Operator;

(b)the Mine Operator acknowledges that it has no authority to bind the Owner; and

(c)at all times during the provision of the Mining Services and the performance of the Mine Operator's other obligations under this Agreement, the Mine Operator is an independent Mine Operator and not an employee or Mine Operator of the Owner.

28.5Survival

Notwithstanding anything to the contrary herein, the provisions of this Agreement, including Clause 18.5 (Application of Insurance Proceeds), Clause 20 (Force

Majeure), Clause 24 (Suspension and Termination), Clause 19 (Indemnity), Clause

23 (Dispute Resolution), and Clause 28 (Miscellaneous Provisions), which expressly or by their nature survive the term or termination of this Agreement shall continue and survive any expiry or termination of this Agreement.

28.6Approval or Consent requirements

Unless otherwise expressly provided in this Agreement, where a Party's approval or consent to any act, matter or thing is required under this Agreement:

1.the approval or consent shall be in writing;

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2.the approval or consent shall be obtained prior to the act, matter or thing to which it relates;

3.the approval or consent may be refused, given unconditionally or given subject to conditions in the discretion of the Party giving it;

4.a Party seeking approval or consent shall use its best endeavours to ensure that the Party giving approval or consent is given reasonable time and information to make a determination as to the act, matter or thing (and not object to the Party taking reasonable time in making that determination); and

5.the Parties shall not be unreasonable in refusing, delaying or imposing conditions on its approval or consent.

28.7No implied approval by the Owner

The Mine Operator acknowledges that no comment, review, representation, vetting, inspection, testing or approval by the Owner or the Owner's Representative in respect of the Mine Operator's obligations under this Agreement shall lessen or otherwise affect the Mine Operator's obligations under this Agreement.

28.8Parties' rights and remedies not affected

The rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.

28.9Replacement Indices, References or Standards

If any of the indices referred to in Schedule11 of or any other reference or standard produced or reported by a third party and relevant to the implementation of this

Agreement are not published for the relevant period or if there is any material change and/or alteration in the basis of their calculation, then an alternative index, reference or standard that the Parties agree produces as nearly as possible the same economic and, as applicable, technical result, shall be substituted thereof. If the Parties are unable to agree, pursuant to the provisions of this Clause 28.9, to the substitution of an alternative index, reference or standard within 90 days after any such index, reference or standard ceased to be published, is not published, or the calculation basis changed, the matter shall be resolved in accordance with Clause 23(Dispute Resolution).

28.10Further Assurances

Each Party shall promptly undertake all measures and execute all further documents necessary to give full effect to this Agreement.

28.11Costs

Each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

28.12Responsibility for contractors

Each Party hereto shall be responsible for all acts, omissions, and other failures of any entities that it contracts with (including its Subsidiary (ies) and/or Holding

Company and/or Subsidiary (ies) of its Holding Company and subcontractors) to

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perform its obligations hereunder, and any actions on the part of such entities shall be attributable to Party that has responsibility for their performance.

28.13Waiver

(a)Neither Party shall be deemed to have waived any right under this Agreement, unless such Party shall have delivered to the other Party a written waiver signed by an authorised officer of such waiving Party. No delay or omission in the exercise of any power or remedy shall affect that right, power or remedy or be construed to be a waiver of any default or acquiescence therein.

(b)The single or partial exercise of any right, power or remedy available under

Applicable Laws or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy, except to the extent provided in this Agreement.

28.14Withholding/Banning

Owner has in place a Policy for withholding and Banning of Business Dealings as enclosed at Schedule-7. Business dealings may be withheld or banned with the

Mine Operator on account of any Default by the Mine Operator under Clause 24.3

(b) of Vol-II of RFP Documents or any of the grounds as detailed in the said Banning Policy.

28.15Government of India not a party to this Agreement

It is expressly understood and agreed by and between the Mine Operator and the Owner that the Owner is entering into this Agreement as a commercial entity and solely on its own behalf and not on behalf of any other person or entity. In particular it is expressly understood and agreed that the Owner is an independent legal entity with power and authority to enter into agreements solely on its own behalf under the applicable laws of India and the general principles of contract. The Mine Operator expressly agrees, acknowledges and understands that the Owner is not an agent, representative or delegate of Government of India in any manner whatsoever for the purposes of this Agreement. It is further understood and agreed that the Government of India is not and shall not be responsible, liable or otherwise accountable in any manner whatsoever for any acts, omissions, commissions, breaches or other wrongs arising out of the Agreement. Accordingly, the Mine

Operator expressly waives, releases and forgoes any and all actions or claims, including cross claims, impleader claims or counter claims against the Government arising out of this Agreement and covenants not to sue the Government as to any manner, claim, cause of action or thing whatsoever arising out of, relating to or under this Agreement.

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Signed this ……………………. day of ……………20………

Signed for and on behalf of:	Signed for and on behalf of:
NTPC Ltd	(Mine Operator)

(Owner) By:

Authorized Representative in the presence of:

(Witness-1)

(Witness-2)

Signed for and on behalf of:

(Consortium Member- 1 )**

By:

Authorized Representative in the presence of:

(Witness-1)

Authorized Representative in the presence of:

(Witness-1)

(Witness-2)

Signed for and on behalf of:

(Consortium Member-2)**

Authorized Representative in the presence of:

(Witness-1)

(Witness-2)

(Consortium Member-3)**

By:

Authorized Representative in the presence of:

(Witness-1)

(Witness-2)

**Applicable in case the Mine Operator is a Consortium

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Schedule 2 – Description of Mining Services

1.INTRODUCTION

The Mine Operator shall on behalf of owner acquire all the land under CBA and LA Act or applicable land acquisition act, construct the R&R Colony, provide all personnel; mining equipment and other equipment and services for the efficient mining of coal from the Site and supply such coal to the Owner in accordance with the Project Agreement.

The scope elaborated under this schedule is only the indicative scope of activities expected to be performed by Mine Operator for reliable and efficient mining operation and to fulfill the associated statutory and other obligations. Any other activity which is necessary for the discharge of Mine

Operator’s obligations under this Contract and to fulfill statutory requirements is deemed to be included in the scope unless excluded specifically in the

Project Agreement.

1A LAND ACQUISTION

Status of Approval/Clearances for Land Acquisition related to CBA and LA Land obtained by NTPC is enclosed in Appendix-13 of ITB (Vol-1) of RFP.

MDO shall coordinate with NTPC for physical possession of land free from all encumbrances.

The Mine Operator shall be responsible for all the pending activities towards land acquisition other than LA area. The Mine operator shall on behalf of

Owner acquire all the Private, Government and Forest land free from all encumbrances in phases for Mining and other purposes including land required for Coal evacuation up to mine boundary, approach road from state highway to mine entry and land for coal evacuation and other infrastructural facilities.

At all time, the Mine operator shall ensure the physical possession of land for at least next five years requirement.

For avoidance of any doubt it is clarified that, the Mine operator shall be responsible for obtaining encumbrance free physical possession of land required for Mining activity and other purposes. Activities such as assistance in valuation of assets on land, liaising with District Administration & State

Government, interactions with PAPs including squatters/forest dwellers etc. for obtaining various approvals/clearances, assistance for disbursement of compensation payments to PAPs, tree-cutting activities for forest land along with incurring associated payments/expenditure, shall be responsibility of Mine operator.

The Owner shall make documented payment to Government Authorities directly where the payment towards Land Acquisition is to be made to Government authorities. In case of other beneficiaries payment towards land acquisition shall be paid through cheque in the name of beneficiary and cheque will be handed over to Mine Operator for distribution. Any other

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commercial implications including the liaison costs with Government Authority shall be deemed to have been considered in Base Mining Fee. No additional payment shall be made to Mine Operator by NTPC in this regard.

Mine Operator shall be responsible for all pending activities involved in land activities including following:

(a)Land Acquisition as per applicable Land Acquisition Act/ The Right to Fair Compensation & Transparency in Land Acquisition, Rehabilitation & Resettlement Act’ 2013.

Plan as per priority land, Coordinate and expedite with NTPC/ [State Govt.] to ensure for physical possession of land free from all encumbrances.

(b)Land Acquisition under CBA Act

Assisting NTPC in applications/notifications

Liaising with Circle Office for disbursement of land compensation

Preparation & Certification of Statement VI, Family tree from circle office

Notice of compensation preparation & distribution

Collection of documents related to land (sale deed, Khatiyan, Hukumnama, rent receipt, applicable affidavits if any, indemnity bond, registered power of attorney if any, plot verification, agreement, mutation certificate),related to bank (account details, PAN Card, KYC for annuity, EFT for vendor code etc),preparation of payment claim file and distribution of compensation.

Asset valuation from accredited valuer for house, tree well etc

Permission from DFO for tree cutting & Cutting of trees, transportation, disposal as per norms

Any other activity required for taking over/notification of Land including consent of PAPs/Gram Sabha/tribal committee for Land acquisition(if required)

Obtaining encumbrance free physical possession of land.

Permission & Shifting of electric line, telephone line, road etc as per requirement

(c)Forest Land

Status of Approval/Clearances for Forest Land obtained by NTPC is enclosed in Appendix-13 of ITB (Vol-1) of RFP. MDO shall carryout all pending activities, however, the detailed scope of work is as follows:

Forest land demarcation on ground with DGPS and verification as per statute, pillaring and preparation of land schedule & forest maps for clearance

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Preparation of plot-wise land schedule of all categories & certification of land schedule from circle office

Collection of Topo sheet and demarcating the project boundary

Consent from village forest conservation committee and Gram sabha as per FRA 2006 and certificate from District Authorities that process has been completed as per FRA 2006

Joint enumeration of trees and preparation of abstract, species- wise, girthwise

Submission of application to nodal officer in Concerned Form along with cost benefit analysis, reclamation plan, wild life management plan, afforestation Plan etc. for forest clearance under FCA 1980(amended thereof) and as per the Forest (Conservation) Amendment Rules 2014.

Preparation of compensatory afforestation Scheme in consultation with DFO & identification of land for compensatory afforestation with proper demarcation on toposheet

Liaising with RFO, DFO, CF, RCCF, PCCF, State government ,

MoEF regional office and New Delhi for Stage-I, Stage-II, Land handover etc. & presentation before FAC, as per the Forest (Conservation) Amendment Rules 2014.

Preparation of final land handover register and maps, Joint enumeration register and certification of Ranger, cutting and transit permission from DFO, cutting & transportation and maintaining of felling register.

Permission from State Govt. for tree cutting & Cutting of trees, transportation, disposal as per norms for all types of land (CBA,LA

& others)

Settlement of any claims on forest/GMJJ land with certification of district ,Possession of forest Land

Any other activity required for taking over forest Land and forest clearance

(d)Government Land including GMJJ/Non Forest Government Land(Gair Mazurwa)

Status of Approval/Clearances for Government Land including GMJJ/Non Forest Government Land (Gair Mazurwa) obtained by NTPC is enclosed in Appendix-13 of ITB (Vol-1) of RFP. MDO shall carryout all pending activities, however, the detailed scope of work is as follows:

Preparation of GM land details and application to DC for transfer/lease as per norms

Liaising & support Circle office (Karmachari, Amin, dealing clerk,

CI,CO) for preparation of map, records and forwarding to LRDC.

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Gram Sabha consent for transfer of GM Land

Liaising with LRDC, SDO, AC, DC, Commissioner, Revenue

Secretary &minister office, Finance department, Mines department, Water resources deptt, Cabinet for transfer/lease of

Government land including GMJJ

Asset enumeration, valuation jointly with state government official(Circle, forest dept, PWD etc)

Shifting of religious places/Cemetery/burning ghat/Road/School/Panchayat bhawan and any other asset on GM

/GMJJ or any other type of Land

Preparation of final agreement papers, maps, schedules and arrange transfer/ lease of GM,GMJJ land.

Preparation & Certification of claimants on GM,GMJJ land from circle, division, district and prepare case file ,payment notice, family tree certification ,collection of other details for payment to the concerned

Permission from DFO for tree cutting and Cutting of trees, transportation, transit permit ,disposal as per norms

Possession of Land after handover by circle office

Mutation of land if required

Any other activity required for taking over government Land.

1B REHABILITATION AND RESETTLEMENT

The Mine operator shall construct R&R colony for which NTPC shall pay a maximum of INR [….] millions(Project Specific cost). The scope of work shall include following

(a)To engage PAPs in discussion and to win them over as partners of the

R&R plan.

(b)Mine operator shall make arrangement for shifting of PAPs to the colony.

(c)The mine operator shall provide assistance to PAPs in relocation.

(d)Details regarding construction of R&R Colony are given at Appendix 1 of this schedule. The Mine operator shall follow all the guidelines/instructions issued by [Name of the State]Government, from time to time, in regard to R&R Colony.

(e)The Mine operator shall have interaction with PAPs for disbursement of compensation on account of R&R including Annuity, Self Resettlement

Grant; Cattle shed Grant, Shifting Grant.

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(f)Employment to PAPs as per [Name of the State] R&R policy, wherever possible.

(g)To evolve and assist NTPC in carrying out community development activities meeting the needs of local population as well as meeting the statutory provisions.

(h)At all time, the Mine Operator shall ensure to complete at least such number of dwelling units including infrastructural amenities as per applicable Act, which are sufficient to accommodate PAPs likely to be shifted in next five years.

(i)Collection of KYC, certification from CO, DLAO and annuity support as per policy of NTPC.

The payment for construction of R&R Colony shall be released as per the milestones provided at Annexure-I to Project Agreement.

2.MINING METHOD

The Mine Operator shall deploy the combination of truck and shovel and

Surface Miner (SM) to mine the Site as specified in the Mining Plan approved by Ministry of Coal, Government of India. In general:

a.Overburden/interburden shall be removed by excavators (i.e. shovels and/or backhoes) and transported by haul trucks to dedicated (and approved) dumping locations.

b.Run-of-Mine (ROM) coal shall be removed by excavators, Surface Miner and transported by haul trucks from the mine.

c.Coal shall be crushed to a top size of 50mm and fed into the Conveyors system and from where it ultimately will be loaded on to the wagons arranged by Owner using rapid loading silos for [MGR System of NTPC] or Interconnecting Indian Railway for delivering coal to NTPC’s [Name of Linked Power Project] .

d.The Mine operator shall follow the approved Mining Plan throughout the term of the contract. However, if the Mine Operator desires to modify the Mining Plan in consultation with the Owner during the operation stage due to Site conditions/increased operational flexibility; the Mine Operator shall be responsible for getting the modified Mining

Plan approved from the Ministry of Coal, Government of India and other Statutory Authorities, if necessary without any cost implications to NTPC.

Further the Mine Operator shall be responsible for getting all other approvals/clearances necessitated by change of Mining Plan during the operation stage, from the Statutory Authorities, if required without any cost implications to NTPC. All the costs shall be borne by the Mine Operator.

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3. MINING EQUIPMENT

The Mine Operator shall deploy state of the art mining equipment and ensure adequate after sales support and shall comply with the original equipment manufacturer recommendations for use. The Mine Operator is expected to deploy new equipments at the Site except for the first three Operating Years of mining operations, wherein it can employ used equipments and / or equipments of smaller sizes also. The used equipments shall, however, be either refurbished or be aged less than 10,000 operating hours. The Mine Operator shall comply to minimum size of equipment as specified in Schedule 6. The fleet size will comply with the requirements of Clause 5.3(b) of Volume I of the RFP Document. However, the Mine Operator may vary its equipment fleet from Schedule 6 of the Project Agreement due to changes in technology during the Term of the Agreement with the approval of owner and subject to the receipt of requisite Approval from Authority as per Applicable Laws.

The equipment configuration proposed by the Bidder shall comply with Applicable Laws including those related to environment, as imposed by the Ministry of Environment and Forests (MOEF), during the Term of the

Project Agreement.

4.MINE ENGINEERING

4.1.Staffing

The Mine Operator shall employ adequate number of competent full-time staff having requisite qualification and experience, comprising of mining engineers; mine planners; geologists; environmental specialists; surveyors and other engineers and technicians. Civil engineers shall also be employed for water management, monsoon preparation etc. Manpower employed by Mine Operator must be competent and sufficient to undertake this Project and discharge all responsibilities and obligations under this Agreement.

For all geological modelling and mine planning the Mine Operator shall use standard, commercially available software such as MINCOM, VULCAN,

MINEX, SURVCADD, DATAMINE etc.

4.2.Geological Modeling

The Mine Operator shall perform all geological modeling and associated updating of the [NAME OF THE PROJECT] coal deposit. This includes inter alia incorporating data from: in-fill drilling (by the Mine Operator), existing geological report prepared by MECL and field observations.

4.3.Geological In-Fill Drilling

To increase confidence in mine planning, the Mine Operator shall implement a program of in-fill drilling to achieve a drill hole spacing no greater than 200 meters within the area covered by the Rolling Annual Plan. In areas of geological complexity (such as faults etc.) the spacing should be further

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reduced to increase the confidence level. Geophysical logging of all such drill holes shall be done if the core recovery is less than 90%. Further the in-fill drilling should be 100% coring with geophysical logging in not less than 50% of the total meterage of in-fill boreholes..

The core logging and sampling shall be done in presence of representative of Owner. All the costs towards infill drilling shall be borne by Mine Operator. All the logging, sampling, analysis of core samples and storage of core logs shall be in accordance with the procedure detailed in Schedule 8.

4.4.Mine Planning

The Mine Operator shall perform all mine planning required for the efficient mining of the Coal mine. This includes, inter alia, the following:

(a)Rolling Annual Production Plans for five (5) years. Such plans are to be prepared on updated Geological Model developed on the basis of in-fill borehole data, and these shall be delivered two (2) months prior to the beginning of every year. Such Rolling Annual Production Plans shall be consistent with the approved Mining Plan for the relevant period. Any major deviation from the approved Mining Plan shall only be done only with the approval of Owner

(b)Rolling Monthly Production Plan for the next three (3) months. These plans are to be delivered two (2) weeks prior to the beginning of every month. Such rolling monthly production plans shall be consistent with the agreed annual mining plan and the Monthly Contracted Quantity.

(c)Life-of-Mine Plan for the remaining life of [NAME OF THE PROJECT] .

This plan is to be prepared no less frequently than every five years or at other intervals as directed by the Owner showing detailed mine layout plan, equipment deployment schedules, production plans and progressive mine closure plan. The Mine Operator shall submit to the

Owner the annual financial statement of cost incurred towards progressive mine closure activities duly certified by National Environmental Engineering Research Institute (NEERI) or Central Mine Planning & Design Institute Limited (CMPDIL) or any other institute as may be notified by the Government for these purpose to an acceptable level by the Coal Controller.

(d)In order to efficiently implement the Rolling Monthly Production Plan, the

Mine Operator shall develop the following:

1.Monthly Production Plan illustrating the locations from where coal shall be mined and overburden removed; the expected volumes of coal and overburden/ interburden; and expected coal quality. Any other information deemed to be relevant as directed by the Owner shall be provided.

2.Weekly digging plan for the efficient implementation of the

Monthly Production Plan. These digging plans shall provide the necessary technical detail for the Mine Operator's operations staff including, inter alia:

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Volumes and production rates of coal and overburden/ interburden

Volume of topsoil

Deployment of major mining equipment

Locations of overburden and topsoil dumps to be used

Major excavation work such as ramp construction etc.

4.5.Selective Mining

All mine planning shall be based on the “selective mining” technique which requires to achieve the stipulated quality parameters.

4.6.Quality Control

The Mine Operator shall, through a full-time staff of mining/geological technicians, implement a comprehensive program to control the quality of the mined coal in accordance with the weekly digging plan. The Quality Control staff shall interact with operations personnel assigned to coal loading to ensure that the expected coal quality is achieved.

4.7.Monsoon Planning

The Mine Operator shall prepare plans and maps such that the mine can operate during the monsoon and meet the required production schedules.

4.8.Other Routine Tasks of the Mine Operator

(a)Water Management – Preparation of plans and maps for managing the normal and monsoon rainfall inter alia including determining the sizes and locations of sumps and diversion ditches and the specifications of pumps

(b)Overburden Dump Planning - Preparation of plans and maps for managing the overburden dumps. The Mine Operator shall strive to commence in-pit dumping as soon as practicable.

5.MINE OPERATIONS

5.1.The Mine Operator shall construct and operate the Site in accordance with the following scope :

(a)Plan the mine (Site), its development and construction

(b)Strip OB and store such OB on dumps

(c)Mine and extract coal in accordance with the requirements of Owner

(d)Make provisions for HEMM, other mining machinery and its effective maintenance

(e)Implement, and comply with EMP and environmental clearances;

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(f)Construction, maintenance and operation of mine dewatering plant, sump, and garland drains with de-silting provisions

(g)Construct and maintain all access ways and haul roads

(h)Arrangement and use of explosives, as per Indian Explosives Act

(i)Drilling and blasting

(j)Construction and maintenance of workshops, stores etc as per the requirement.

(k)Construction, Operation and maintenance of complete power supply system.

(l)Mine illumination as per prevalent laws

(m)Arrangement of petrol/diesel, oil and lubricants.

(n)(if applicable) control any spontaneous combustion on Site

(o)Conduct advance infill drilling.

(p)OB dump management including rehandling of internal dump as per Environmental Clearance

(q)Progressive mine closure with effective land reclamation plan in accordance with approved mine closure plan. The Mine Operator shall submit to the Owner the annual financial statement of cost incurred towards progressive mine closure activities duly certified by National

Environmental Engineering Research Institute (NEERI) or Central Mine

Planning & Design Institute Limited (CMPDIL) or any other institute as may be notified by the Government for these purpose to an acceptable level by the Coal Controller.

(r)POL Store shed

(s)Development of Power Supply Distribution System beyond 33KV switchgear breaker terminals of [Name of Linked Power Project] for various equipments/facilities included in Mine Operator’s scope.

5.2.Management, Superintendence and Personnel

5.2.1.The Mine Operator shall establish a management team to interface with the Owner, shall assure that members of the team are qualified and authorized to make decisions related to the Site and are available for communication with the Owner during all regular business hours for the duration of this Agreement. The Mine Operator shall, after mobilization at the Site, maintain a sufficient, competent, permanent, full-time staff at the Site to coordinate and provide general direction of the work and progress of the sub- contractors, if any, at the Site. This shall include the services of supervisors and foremen, to direct the activities of skilled and unskilled labour, and all other personnel necessary to complete the Mining Services. The Mine Operator shall cause the Mining Services to be supervised at all times by a job superintendent. Instructions given to the Mine Operator's job superintendents or other personnel so authorized by the Owner or its

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authorized engineers shall be just as binding as though given directly to the Mine Operator.

The Mine Operator shall follow the requirements of DGMS regarding the number of supervisors. These requirements are quite specific and relate to the number of excavators deployed.

The Mine Operator shall investigate and take appropriate action with respect to any personnel problems brought to its attention by the Owner. Any employee, including job superintendents, proving unsatisfactory to the Owner, shall be promptly replaced upon request of the Owner.

The Mine Operator shall utilize the minimum number of employees to complete the Works with a reasonable degree of task coverage. Manual labour shall be minimized by using mechanical equipment wherever possible. Other than to clean up spills, no coal shall be mined or loaded manually.

Following shall be ensured by the Mine Operator in respect of its personnel employed at the Site :

(a)The workers engaged by the Mine Operator shall be on its permanent roll and the Mine Operator shall pay all their wages, other dues and benefits, as per prevalent labour laws

(b)The Mine Operator's employees shall not enter areas of the [NAME OF THE PROJECT] other than the Mine Operator's work area.

(c)The Mine Operator's employees shall each wear identification clearly showing the individual's and employer's names.

(d)The Mine Operator shall give preference in employment to Project

Affected People (hereinafter called the “PAPs”) at the [ NAME OF THE PROJECT ] and fulfill other obligation as per Owner’s Rehabilitation & Resettlement (hereinafter called the “R&R”) policy and Rehabilitation Action Plan as may be approved by NTPC.

(e)The Mine Operator shall also cause its subcontractors to give preference in employment to PAPs at the [ NAME OF THE PROJECT ] and fulfill other obligation as per Owner’s R&R policy and Rehabilitation Action Plan as may be approved by NTPC.

(f)The Mine Operator shall also impart appropriate training to Project Affected People likely to be employed in [ NAME OF THE PROJECT ]

Block.

(g)The provision of this Agreement relating to the Mine Operator's workers, shall apply to the workers of the sub-contractors mutatis mutandis.

5.2.2.Labour

The Mine Operator shall assure that all labour used for the Work shall be properly trained and qualified labour and craft persons.

The Mine Operator agrees to abide by the provisions and requirements of all applicable labour laws. The Mine Operator shall keep all required records.

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The Owner shall have the right to inspect all such records. The Mine Operator shall rectify any omissions or commissions relating to these records.

The Mine Operator certifies all goods now in its possession or in the future furnished to the Owner pursuant to this Agreement, were and shall be produced in compliance with all applicable Indian labour laws.

The Mine Operator shall be obliged to obtain a license in accordance with terms of the Contract Labour (Regulation and Abolition) Act 1970 from the labour enforcement officer within whose jurisdiction the Site is located. The

Mine Operator shall comply with all provisions of the said act / rules as well as the Payment of Wages Act, Minimum Wages Act, Workmen's Compensation Act, Contract Labour (Abolition & Regulation) Act, Workmen's Health

Insurance etc.

5.2.3.Industrial Relations

The Mine Operator is responsible to maintain harmonious relations with its employees. The Mine Operator shall consult with the Owner before taking any action which might impact on its coal production schedule or relationships with the Authority. The Mine Operator shall be exclusively responsible for any resulting disruptions or losses.

5.3.Site Preparation

The Mine Operator shall be responsible for performing any preliminary Site work necessary for mobilization to occur as detailed in the Mining Plan. This work shall include removal and stockpiling of topsoil from all areas to be disturbed. The Mine Operator shall lay out boundaries and prepare the areas on the Site for material and equipment storage, laydown and staging, receiving, temporary structures, temporary roads and all necessary construction access. The Mine Operator shall post signage designating the permit identification as and when instructed by the Owner representatives. No other signs shall be permitted on the Site unless approved by the Owner.

5.4.Site Rules

The Mine Operator shall prepare and implement and enforce the Site rules necessary for safe, efficient, and proper execution of the work. The Mine

Operator shall, as a minimum, comply with all applicable government regulations and rules covering safety and health.

5.5.Verification of Drawings

The Mine Operator shall verify all dimensions and information set forth on any drawings and specifications submitted to it and shall take all necessary field measurements prior to the performance of all work.

5.6.Cooperation

The Mine Operator and its sub-contractors, if any, shall cooperate with the Owner and Owner’s other Contractors on the [ NAME OF THE PROJECT ]

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and shall so carry on their work that other Contractors shall not be hindered, delayed or interfered with in the progress of their work. Any conflict or controversy which may develop between Mine Operator and/or any two or more Contractors shall be resolved by the Owner whose decision shall be final and binding upon all the parties. At such times and places as the Owner may direct, meetings of Mine Operator and its sub-contractors and Owner’s other Contractors may be held to coordinate furthering the progress of the

Work. The Mine Operator or any of its sub-contractors shall ensure to attend such meetings and comply with the orders given to them by the Owner.

5.7.Selective Mining

To achieve the coal quality requirements, the Mine Operator shall deploy suitably sized mining equipment to perform “selective mining” without hampering the quantity requirements.

5.8.Design and Maintenance of Roads, Ramps and Working Areas

The roads, ramps and all working areas (including waste dumps and excavator working areas) shall be designed and maintained by suitable equipment in such a way that the mine can operate year-round including inclement weather and the monsoon. In particular, the roads, ramps and benches shall:

(a)Be maintained on a schedule similar to the operation of the truck/shovel fleet

(b)Have suitable drainage such that the mining trucks can operate and meet the required production schedules during inclement weather

(c)Be smooth and free of potholes, rocks and other sharp objects such that tire life shall be optimized to the extent practicable.

5.9.Blasting

Blasting shall be required for coal and selectively for overburden with the objective of achieving good fragmentation so that the excavators can operate at high levels of efficiency.

5.10.Overburden and Inter burden Removal

The terms overburden and interburden are each included in the term overburden below unless noted otherwise. The Mine Operator shall ensure the following in respect of Overburden removal:

(a)The Mine Operator shall assess the admissibility of accommodation of

OB volume in the external dump/in-pit-dump and accordingly if warranted, notify or seek necessary clearances/ approvals from appropriate authority, keeping in view the stipulations of MoEF, contained in Forest Clearance Stage-1, dated 10.01.2014.

(b)The Mine Operator's daily and weekly scheduling shall be consistent with the AAPP. All levels, benches, haul roads, and highwalls shall be

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consistent with the Monthly Production Plans and the statutory requirements.

(c)Weekly digging plans shall contain recommended methods for excavation and removal of overburden including blasting plans if needed.

(d)The Owner shall not be responsible for any costs associated with the Mine Operator inefficiently scheduling daily and weekly activities.

(e)The Mine Operator considers itself fully aware of conditions of the

Overburden in the mining area. No claim for lack of knowledge of the site conditions shall be allowed.

(f)Reasonable efforts shall be made to keep coal clean and free from soil, overburden, rock, clay, parting bands, steel, stones, timber, rags, equipment parts or any other deleterious material.

(g)The Mine Operator shall ensure the quality of the coal is not affected by its mining methods which cause coal ash to rise above the target levels presented in AAPP.

(h)Water in the pit shall be kept to a minimum.

(i)Fires or hot spots in the coal shall be handled expeditiously and not transported to the crusher. The Owner shall be notified of any significant occurrence. Oxidized coal shall be treated as Overburden for compensation purposes.

(j)Any equipment repairs on the coal bench shall be cleaned after use to prevent contamination.

(k)All equipment shall undergo pre shift inspections including loose bucket teeth or other parts.

(l)The Mine Operator shall be responsible to provide equipment to suit the varying thickness of the seams and partings which must be mined.

(m)The Owner may instruct the Mine Operator to maintain an overburden or inter burden cover over in-pit coal inventory prior to mining.

(n)If, during the excavation of overburden, any coal is found, the Mine Operator shall inform the Owner and seek instructions before proceeding. Overburden shall be hauled and placed in areas as shown in the Mining Plan.

(o)Reject coal placed in overburden or interburden dumps shall be buried in

5 meter lifts and compacted to ensure no ingress of air which could cause spontaneous combustion. The Mine Operator shall be required, at its own expense, to dig out, compact and replace any smouldering dump area.

(p)Placement of overburden shall be carried out with due regard to water run off, final topography, and long term ground stabilization.

(q)Any erosion or land slip in areas of placed materials shall be rectified by the Mine Operator at its own expense.

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5.11.Utilities

(a)Power

(i)The Owner shall make necessary arrangement for power supply

at Main receiving Sub-station including	breaker	panels,
switchgear, associated electrical equipment	as shown	in the

electrical single line diagram at the site for meeting the electrical power requirement. The Mine operator shall make necessary arrangement to distribute the power supply from main receiving station to Mine and other infrastructures on chargeable basis.

(ii)The charges for the power supply extended to the Mine Operator shall be at the actual cost charged by DISCOM / [Name of Linked power Project] to the Owner which shall be paid by Mine Operator. The owner shall provide a third party agency metering arrangement for measurement of power drawn by MDO at 33KV feeders. The fixed charges /demand charges shall be paid by the Mine Operator on the basis of higher of the following:

maximum demand recorded on the feeders

maximum demand indicated in the bid.

(iii)The Mine operator shall maintain a power factor of 0.95 or better for the power being consumed by it. Any penalty on this account from State DISCOM/[ Name of Linked Power Project] shall be borne by Mine Operator.

(iv)No Claim on NTPC is admissible in case of non availability of power supply.

(v)The Mine Operator shall make an arrangement for backup power of around 3 MVA through the diesel generator sets. Mine operator shall be responsible for operation and maintenance of DG set including arrangement of diesel and any capital replacement of DG set, if required.

(b)Water

The Mine Operator shall arrange for supply, storage, and distribution of water. The Mine Operator shall use mine water (with treatment if required) for all industrial use (e.g. water spraying) and for such other domestic use for which it may be suitable. The Mine Operator shall be responsible for obtaining clearances, if required, for drawing ground water.

(c)Others

The Mine Operator shall provide telephone, bathhouse facilities, compressed air and all other services, utilities and facilities needed to complete the Mining Services.

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5.12. Temporary Buildings and Layout

All activities necessary for the execution of the Works and for construction of temporary facilities shall be carried on so as not to interfere with the public convenience or the access to use and occupation of public or private roads and footpaths or to properties. The Mine Operator shall indemnify and hold the Owner harmless in respect of all claims, demands, proceedings, damages, cost charges and expenses whatsoever arising out of or in relation to any such matters in so far as the Mine Operator is responsible therefor. Disturbance to natural topography shall be minimized in all instances by the Mine Operator. The Mine Operator shall use only such roads as are designated by the Owner. Temporary roads, parking areas, lighting, and other improvements shall be constructed by the Mine Operator.

(a)Offices and other Temporary Buildings

The Mine Operator shall provide a fully equipped office building as required for the Mine Operator's Site staff. The Owner shall provide an office building for its own use.

All temporary structures and facilities furnished by the Mine Operator shall remain the property of the Mine Operator and shall be maintained throughout the development phase of the Mining Services. When the Mining Services is completed or this Agreement terminates, all temporary structures and facilities shall be removed from the Site unless the Owner directs otherwise.

The Mine Operator shall maintain at the site for the Owner's use one copy of all drawings, specifications, addenda, approved Shop Drawings, and modifications in good order and marked to record all changes made during construction. The Mine Operator shall supply the Owner with new and revised as-built drawings by 31st March each year reflecting all changes up to February 28 of the same year.

5.13.Materials and Equipment Storage and Laydown

The Mine Operator shall maintain and control the use of laydown areas for materials and equipment and storage of materials and equipment in accordance with manufacturer's instructions. This includes providing storage protected from the elements when needed and climate controlled storage when specified by a manufacturer. Security of material and equipment shall be the Mine Operator's responsibility.

5.14.Weather Protection

The Mine Operator shall be responsible to provide and pay for protection from all weather conditions including protection for concrete pours or masonry work, and removal of water from work areas. No weather conditions shall jeopardize the completion on schedule. Unusual expenditures for weather protection and operation shall be provided for in the contract price/Mining Fee.

The Mine Operator's scheduling and plans shall take into account lean production during the rainy season. The Owner's approval of the Mine

Operator's plans does not relieve the Mine Operator of responsibility for the plans. The Mine Operator shall be liable for any loss or damage. The Mine

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Operator shall maintain all sediment dams, sumps, and drainage ditches to ensure efficient water management. Water from the workshop shall be treated separately.

5.15. Tools and Construction Equipment

The Mine Operator and the sub-contractors shall furnish the suitable tools and construction equipment in good repair as necessary for completion of the work. The Owner may give the Mine Operator an order in writing to remove a piece of equipment from the site and the Mine Operator shall comply with that order within one week. Once the Mine Operator has received the order, the equipment shall be tagged “not for use” in English, Hindi, and the local language and shall not be used. All the Mine Operator employees and the sub-contractors shall be trained to recognize these tags and understand their meaning. If reasons for removal are urgent or hazardous, the material shall be isolated immediately and removed within 48 hours.

5.16.Unspecified Methods

When specific construction methods, materials or workmanship are not specified, the construction methods used by the Mine Operator, the materials furnished by the Mine Operator, and the workmanship performed by the Mine Operator shall conform to the best accepted practices in the industry, and applicable codes, and any specification for the Work to be performed.

5.17.Inspection

At any time the Owner shall be entitled to visit and inspect the Site and work being performed thereon. In addition, the Owner may appoint such inspectors as the Owner deems proper to inspect the work for compliance with this Agreement. The Mine Operator on request shall provide a suitable person to accompany such inspecting officials of the Owner.

Such inspections shall be coordinated so as to not interfere with or impede the progress of the work. The Mine Operator shall reasonably cooperate with the inspectors, for proper inspection of the work.

The Mine Operator shall provide safe and proper facilities for access and inspection.

When work is being done away from the Site, the Mine Operator shall give the

Owner reasonable notice of the time and place where such work is to be done and also when the same shall be available for inspection before delivery.

If the Owner deems it inexpedient to correct work damaged or not done in accordance with this Agreement, an equitable deduction shall be made from the Mine Operator's compensation.

Should the Mine Operator object to any interpretation of this Agreement by an inspector, the Mine Operator may make written appeal to the Owner's representative for a decision.

Inspection, or lack thereof, by the Owner shall not relieve the Mine Operator from any obligation to perform the work strictly in accordance with this Agreement. Inspectors shall have the authority to reject portions of the work

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which are unsatisfactory, faulty, or defective or do not conform to the requirements of this Agreement.

5.18. Unfavourable Construction Conditions

No portion of the work shall be performed under conditions which would adversely affect the quality thereof unless special means or precautions are taken by the Mine Operator to perform the work in a proper and satisfactory manner.

5.19. Cleanliness and Waste

Site housekeeping shall be maintained in an exemplary state at all times by the Mine Operator. The Mine Operator shall implement waste disposal programmes that comply with all current and applicable governmental regulations and statutes and the Site rules for the control and disposal of wastes. The Mine Operator shall be responsible for the collection and bailing of garbage. Disposal shall be segregated on site and disposed of in an acceptable landfill according to the Owner's instructions. The Mine Operator shall be responsible for cleanup of waste and debris within the Site. The Mine

Operator shall at all times keep the Site free from accumulations of waste materials or rubbish caused by its performance of the work. Weeds, brush and debris shall not be allowed to accumulate in the Mine Operator's area including along fence lines inside and outside the work area. Upon completion of the work, the Mine Operator shall remove its waste materials, rubbish, tools, equipment, temporary buildings or structures, Construction aids and surplus materials, and shall leave the Site clean and in a condition acceptable to the Owner.

The Mine Operator's and its sub-contractor's Equipment must not leak oils, hydraulic fluids, petroleum fuels, greases or chemicals. If leaks or spills of these materials occur, the Mine Operator is responsible for promptly notifying the Owner (and any other applicable governmental authority) of the problem and for cleaning up the spilled material in a manner in compliance with all government regulations and statutes. The disposal of the resulting waste materials off the Site, is the Mine Operator's responsibility. Equipment with continuous or repeated leaks, or employees who shall fully mishandle petroleum products or chemicals shall be removed and banned from the Site.

If, at any time, the Site contains, in the Owner's sole opinion, excessive accumulated waste materials and rubbish, or is hazardous due to poor housekeeping on the part of the Mine Operator, and if upon notice to correct such conditions, the Mine Operator fails to so do forthwith, such failure shall be deemed a breach of the Mine Operator's obligations hereunder and, in addition to any other remedies which the Owner may have hereunder, the Owner may proceed to clean up the Site and charge the Mine Operator for the specific costs involved.

5.20. Quality Assurance Requirements

The Mine Operator shall develop a quality assurance (QA) programme so as to assure that all specifications and standards of this Agreement are met. The QA programme should clearly establishes the authority, responsibilities, and quality requirements for all procurement, fabrication and erection activities to

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assure that the requirements of all applicable codes and standards are met. This programme shall outline all inspection and testing requirements for all phases of the facility and all equipment involved, including non-code items

Persons performing quality functions shall have sufficient and well defined responsibilities and sufficient authority to enforce quality requirements.

5.21. Site Security

The Mine Operator shall be fully responsible for security of the Site, coal conveyor and silo till the transfer point where coal is delivered. The Mine

Operator shall establish a fenced Site for site security and communications coordination. A log of all personnel on site shall be maintained at all times. Gate passes shall include a Site I.D. issued by the Mine Operator. All employees and visitors shall be required to carry or wear an I.D. at all times when on Site. No visitors shall be allowed on site without the Owner approval.

Following shall be ensured by the Mine Operator in respect of security of the site.

(a)The Mine Operator and its sub-contractors, if any, shall provide distinctive colors or markings on their employees' hard hats or overalls.

(b)All visitors shall conform with established check-in procedures and shall not leave the guardhouse holding area until provided an escort, hard hat and safety glasses.

(c)Vehicle gate passes shall be issued on a limited basis to control the Site congestion. Vehicles shall be subject to search on entry and exit of the Site.

(d)The Mine Operator shall comply with any special security requirements required by the Owner.

5.22.Prevention of Coal Theft

Custody of the coal passes from the Mine Operator to the Owner at the Transfer point. At all stages and locations prior to the Transfer point, the Mine Operator is responsible for ensuring that no coal is stolen or otherwise lost through illegal means. This includes coal stolen by inter alia:

(a)Persons gaining access from outside the mine site

(b)Employees of the Mine Operator who divert coal to others.

Incase Mine Operator fails to prevent theft of coal, NTPC reserves right to impose penalty on the Mine Operator. This shall inter alia include recovery of cost of coal with penalties as deemed fit by the owner. For occurrence of such events repeatedly for three times, owner also reserves the right to terminate the contract.

5.23. Governmental Regulations

The Mine Operator is responsible for the implementation of all applicable governmental regulations as they apply to the Work and the Facility.

5.24. Operating Schedule

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The [NAME OF THE PROJECT] Mine shall operate a nominal year-round schedule of 24 hours per day, seven days per week, adjusted as necessary to accommodate mandatory and, if necessary, traditional local holidays and festivals.

5.25. Implementation of the Weekly Digging Plans

The Mine Operator shall implement the weekly digging plans as agreed between the engineering department and the mine operations department.

5.26. Ancillary Mine Services

The Mine Operator shall design and provide all normal ancillary mine services. These services shall include, but not be limited to, water pumping, water diversion and control, lighting, establishment and maintenance of haul and support roads, power, traffic control, mess and medical facilities, recreation facilities, maintenance and engineering facilities, office facilities, fuel facilities, communications and any other contract support infrastructure required by law or otherwise.

All haul roads shall be made and maintained in such a way that its width and gradient are in accordance with DGMS stipulations. Haul roads shall be graded, drained, windrowed and signposted to ensure road safety.

Spillage and mud on mine and dump haul roads shall be removed each shift to ensure the lowest reasonable rolling resistance and long tire life. The frequency of haul road maintenance shall increase during the wet season to ensure safe operations.

Water management and the maintenance of all access, in-pit and out-of-pit roads is included in the Mining Fee.

5.27. Mine Water Management Plan

Properly sized culverts shall be placed where needed to prevent haul road flooding.

The Mine Operator shall be responsible for all water control, diversion and holding structures necessary to comply with the AAPP and Environmental Management Plan (EMP) and other permit conditions within the battery limits including:

(a)drainage systems

(b)dewatering

(c)temporary sump construction

encircling trenches to prevent runoff water entering the mine workings or around topsoil dumps

(d)all static and temporary pumps

(e)Sedimentation /settling ponds; and

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(f)any other operation required to control the ingress of water which may adversely impact in the mining operation.

All pumps shall have adequate hoses, spare parts, and be maintained to manufacturers' recommendations. The Mine Operator shall provide adequate personnel to oversee the pumping operation at all times. The Mine Operator shall have available standby pumps to allow for sudden increases in water flow due to groundwater or rainfall.

The Mine Operator shall design and manage water control to ensure ingress of water shall not affect mine operations.

The Mine Operator shall maintain settlement ponds and effluent treatment facilities to ensure contaminated water from the pit areas does not enter streams, rivers or any underlying aquifer.

Settling ponds at appropriate location and shall have access for maintenance equipment.

5.28. Diversion of Nala

The Mine operator shall be responsible for following as per approved

EIA/EMP report and approved Nala diversion scheme

(i)Diversion of River/ nala

(ii)Embankment against River/ nala

Owner has conducted the study for nala diversion but Mine Operator shall review the diversion scheme & design and change if any required considering mine safety shall be carried out by the Mine Operator. Any clearance/approval from statutory authority / state government is to be obtained by the Mine

Operator.

6MINE MAINTENANCE

The Mine Operator shall implement a maintenance program for the mining equipment as per Good Industry Practice. Key components of the maintenance program shall inter alia include:

6.1Maintenance Planning

A dedicated maintenance planning department shall be established employing a staff of full-time maintenance planners to perform the necessary planning for all maintenance activities. The maintenance planners shall employ planning procedures including a work order system and tracking of equipment

“histories” as per Good Industry Practice. Maintenance planning software shall be used for this purpose.

6.2Equipment Maintenance Programs

Formal programs of preventative maintenance shall be implemented for all units of mining equipment and support equipment. As the mine gains operating experience, consideration should be given to the introduction of formal programs of predictive maintenance.

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6.3Tyre Maintenance Program

A formal tire maintenance program shall be implemented with the purpose of optimizing the life of equipment tires.

6.4Inventory Control and Supply Management

The Mine Operator shall implement an effective inventory control and supply mechanism so as to ensure uninterrupted operation of all equipments.

7.General Specifications for Mine Operator’s Facilities

7.1Approach to the Mine Infrastructure :

The Mine Operator shall be responsible to perform the following:

(a)Prepare the detailed design of the needed facilities

(b)Engineer the facilities with design consideration given to operability, serviceability constructability and durability

(c)Write the project specifications

(d)Determine and /or review all needed design parameters

(e)Qualify sub-contractors selected to construct components, supply materials, or equipment

(f)Review sub-contractor proposal and ensure compliance with bid documents and work schedule

(g)Issue purchase orders

(h)Schedule the delivery

(i)Receive and off load shipments

(j)Organize shipments

(k)Verify status of all procurement and design on a continuous basis

(updates are required on a weekly basis)

(l)Update schedule and ensure quality of construction

(m)Test soils, concrete, verify mill reports for steel, etc

(n)Inspect equipment and installations

(o)Assure that the schedule is met

(p)Assure that the quality expectations are met

(q)Survey all major work points and provide vertical and horizontal control points

(r)Perform/oversee construction

(s)Establish and adhere to all applicable safety regulations

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(t)Commission equipment as per manufacturer’s requirements

(u)Ensure that constructed facilities are complete, operable, engineered correctly, safe, completed on time, and will serve their intended purposes.

The Mine Operator shall keep Owner updated with all current schedule and design information. Owner shall also be provided access to the construction site, engineers, and suppliers as Owner deems necessary for review and input.

The Mine Operator shall be responsible for the design, procurement and construction of the components described in this schedule.

To properly prepare designs for the listed facilities a geo-technical study and report shall be performed and included in the scope for procuring these facilities. In addition to providing allowable bearing on local soils, information on the water table is required including fluctuation and inflow rate if penetrated. This geo-technical report shall also provide load guidance for earth retaining structures constructed from reinforced concrete, gabion baskets and other structures considered for these purposes. Additionally this report shall address the requirements for a septic drain field or a lagoon and hydrologic information relevant to designing listed facilities.

A material flow-ability study shall be performed to ensure that chute work is designed to provide proper flow and to minimize needed constructed heights of transfers.

The following listing is provided to ensure that mine activities are properly supported. If Mine Operator believes additional facilities are required he is encouraged to supplement this list.

Design of all mine facilities shall address equipment loads, floor live loads, climatic loads, seismic, service, dead loads, etc. as required by local jurisdictions.

7.2Base Facility Listing, inter alia to include

(a)Large mobile equipment repair shop

(b)Small mobile equipment repair shop

(c)Weld shop for repair of shovels, buckets and heavy equipment

(d)Portable equipment for maintenance of fixed structures and mobile equipment

(e)Electrical equipment shop

(f)Tyre shop

(g)Truck wash bay

(h)Fuel storage or tank farm

(i)Ready line

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8.0SAFETY

8.1General

The Mine Operator shall be responsible for the safety of the Mine Operator’s personnel while they are on the Sites.

The Mine Operator shall prepare and issue to all Mine Operator’s personnel a

“Mine Operator’s Safety Handbook” which details safety rules, regulations and procedures applicable to activities on the Site.

In addition to the Mine Operator’s own safety rules and regulations, the Mine Operator shall comply with the safety requirements as prescribed by statutes and Authorities including DGMS, minimum safety requirements set out hereunder and with any other requirements which may be determined and notified to the Mine Operator from time to time by the Owner or the DGMS.

In the event of any inconsistency arising between the requirements of the

Mine Operator’s safety rules and this Agreement, the requirements of this Agreement shall prevail.

The Mine Operator shall comply with the provisions of any legislation or regulations relating the mining and with any directions from time to time given by the mine manager or his officials in accordance with the statutory obligations imposed under any Mining Statute.

8.2Occupational Health & Safety Program

The Mine Operator shall ensure that:

(a)a safety program is developed and implemented immediately for the Site;

(b)such safety program incorporates best practice safety; and

(c)such safety program is adhered to by the Mine Operator’s personnel at all times;

(d)the Owner’s standard safety program requirements as notified to the

Mine Operator are satisfied at all times and the program is the subject of an audit on an annual basis, if required by the Owner;

(e)all personnel, employees and visitors on the Site are aware of and adhere to all safety requirements that the Mine Operator has with respect to the Site;

(f)safety training programs are implemented and attended by all personnel and employees of the Mine Operator on the Site;

(g)safety officer and his assistants, including medically trained personnel, are on the Site all times to:

(i)ensure adherence to such safety program;

(ii)attend any accidents that may occur on the Site; and

(iii)comply with any Applicable Laws or requirement of any Authority

with respect to safety in the workplace or on a mine site;

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(h)the Owner is kept fully advised of all breaches of the safety program by:

(i)immediate notification of serious accidents;

(ii)completing accident reports for all lost time accidents;

(iii)completing monthly safety reports detailing:

1.manhours;

2.accidents (injuries); and

3.equipment damage; and

4.Near misses, imminent dangers, bench failures, Overburden dump slope failures.

8.3Safety Management Plan

The Mine Operator is required to have a written safety management plan, approved by the Owner, which embodies duty of care principles. The plan will be established and communicated to the Mine Operator’s personnel prior to the commencement of work. The plan should be appropriate to the size and planned duration of this Agreement but should, at least, address the following:

(a)use of protective and personal protective equipments

(b)conduct of safety meetings

(c)inspections

(d)audits

(e)training-includes induction training and other training as necessary in safe operating procedures, good housekeeping and hazard recognition

(f)authorization of Mine Operator’s personnel

(g)defect reporting and correction/repair

(h)risk assessment for unusual tasks or when experience is limited, there should be a process to identify hazards and develop controls and safe procedures

(i)incident and accident investigation and reporting

(j)emergency preparedness

(k)allocation of responsibilities for safety and health

(l)occupational health and safety policy (which is consistent with the

Owners Occupational Health and Safety Policy as notified to the Mine Operator from time to time).

The plan may be audited from time to time by the Owner whenever required by the Owner, and the Mine Operator will comply with recommendations/directions made by the Owner as a result of such audits.

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8.4Safety Officer

The Mine Operator shall, prior to commencement of work, engage a person as the Mine Operator’s safety officer (“Safety Officer”) in accordance with this paragraph. The Safety Officer’s name is to be advised to the Owner, in writing, prior to the Commencement Date.

The Safety Officer shall have a sound knowledge of:

(a)any laws or regulations relating to mining and specific requirements for the conduct of the Mine Operator contained in this Agreement;

(b)workplace health and safety prevention practices;

(c)accident investigation procedures.

The Mine Operator shall ensure that the Safety Officer, in addition to the duties specified in statutes and regulations, also:

I.advise the Mine Operator on health and safety matters;

II.implement the Mine Operator’s safety management plan;

III.regularly inspect the workplaces at the Site to detect unsafe conditions and practices;

IV.	ensure unsafe conditions and practices at the Site are noted and brought
	to the attention of persons responsible for corrective action without delay;

V.conduct audits of the plans and procedures in place for the Site and recommend and implement improvements as necessary;

VI.	maintain records of inspections and audits and corrective action taken;
VII.	comply with reasonable mine reporting procedures advised from time to
	time by the Owner,
VIII.	conduct regular risk assessments and implement safe procedures
	derived from this process prior to Mine Operator’s personnel engaging in
	unusual tasks or jobs in which they have limited experience.

8.5Responsibilities

Without limiting the generality of the foregoing provisions and to ensure there is compliance with all Applicable Laws and Good Industry Practice, the Mine

Operator acknowledges and agrees that:

(a)the Mine Operator’s Plant and Equipment and activity areas at the Site shall be subject to inspection by the Owner and the officials of any relevant Authority to ensure compliance with Applicable Laws. The Mine Operator shall ensure that appropriate corrective action will be taken promptly in regard to the above mentioned inspections should discrepancies be disclosed and the Mine Operator’s Plant and

Equipment shall not be used until corrective action has been taken;

(b)the Mine Operator shall provide and maintain adequate fire fighting equipment at the Site together with personnel trained in its use. Any use

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of this fire fighting equipment must be reported to the Owner immediately;

(c)the Mine Operator shall ensure that each truck, mobile machine and vehicle used by the Mine Operator is fitted with efficient and well maintained seat belts and that these belts are worn by persons travelling in these vehicles at all times;

(d)the Mine Operator shall ensure the use by Mine Operator’s personnel of protective clothing and equipment including safety spectacles of a type approved by the Owner in nominated areas and that persons that require prescription safety lenses shall make prior arrangements to protect their eyes;

(e)the Mine Operator shall ensure that personal protective equipment is provided and used by Mine Operator’s personnel in accordance with the requirements of any Applicable Law or Authority and any other rules and regulations governing measures to ensure safety on the Site;

(f)the Mine Operator shall ensure that all Mine Operator’s personnel on the

Site travel only in vehicles in which adequate seating and seat belts have been provided for the number of persons using the vehicle and that passengers shall not ride in the trays of trucks or utilities operated by the Mine Operator’s personnel except in properly constructed and enclosed seats fitted with seat belts. In addition, such vehicles shall be visible from a long distance;

(g)the Mine Operator shall ensure that all Mine Operator’s personnel attend a safety induction session conducted by the Safety Officer where safety rules, regulations, safety policies and details of mine emergency are explained during a session comprising a minimum duration of two (2) hours or such longer period as may be required by Applicable Law. The Mine Operator acknowledges and agrees that the following items shall be at the minimum shown and discussed:

i.Issue and instruction in the contents of the “Mine Operator” Safety Handbook”

ii.Explanation of general methods of work

iii.Basic first aid and resuscitation

iv.Manager’s traffic rules

v.Use of fire fighting appliances

vi.Emergency procedures

vii.Communication systems

viii.Introduction to mine environment and potential hazards

ix.Isolation and danger tag procedures

x.Basic lifting training

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xi.Introduction to assigned work area and job

xii.Handling of electrical appliances

(h)the Mine Operator shall report all serious or potentially serious accidents or incidents to the Owner in the mine standard format. All accidents, any lost time injuries or other serious accidents must be reported immediately to the Owner. Investigation reports are to be completed within forty-eight (48) hours and incidents shall be fully investigated by the Mine Operator.

(i)where blasting is to take place, the Mine Operator shall fully comply with any relevant Statutes or Authority requirements relating to mining;

(j)the Mine Operator shall maintain all Plant and Equipment in a safe condition. Unsafe Plant and Equipment shall be removed from the Site;

(k)the Mine Operator shall control hazardous substances by abiding with any Applicable Laws or requirements of Authorities;

(l)where the Mine Operator’s employees work outside daylight hours or in dark conditions, the Mine Operator shall provide suitable and sufficient lighting and any other facilities necessitated by carrying out work in naturally dark conditions. The lighting shall conform with the provisions of Applicable Law;

(m)the Mine Operator shall ensure that the Site welding and flame cutting scheme is established and adhered to by the Mine Operator’s personnel. Records of hazardous area checklists are to be maintained in the Mine Operator’s Site office;

(n)the Mine Operator shall ensure that all gas cutting and heating equipment is inspected to ascertain correct operation and conditions prior to arrival on the Site;

(o)the Mine Operator shall ensure that every sling, lifting chain and shackle provided by the Mine Operator and its personnel shall be clearly marked with its safety working load, as advised by the relevant manufacturer. Mine Operator personnel shall, before using a sling, lifting chain or shackle, examine it for defects. If a defect which is likely to affect the continued safe use of a sling, lifting chain or shackle is discovered at any time, then the Mine Operator shall ensure that the sling, lifting chain or shackle as the case may be, shall be withdrawn from use and destroyed to prevent further use;

(p)prior to the commencement of mining, the Mine Operator’s representative/s shall meet with the Owner to review and discuss:

a)the Mine Operator’s safety program and plan;

2.accident/Incident reporting and recording procedures;

3.management of injury situations;

4.job specific risk assessment and analysis;

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5.safety of sub-contractors;

6.a process for the management of substance abuse;

7.other matters related to the safety of the job.

(q)the Mine Operator shall provide first aid facilities at the Site that comply with the statutory requirements;

(r)the Mine Operator shall ensure that all Mine Operator’s personnel understand and comply with the above requirements as if they were the Mine Operator referred to in these provisions.

8.6Notification of Serious Accidents or Incidents

The Mine Operator shall:

(a)ensure accurate and timely notification, by telephoning immediately (with a confirmatory facsimile) details of all incidents or accidents to relevant personnel of the Owner, is made after the occurrence of serious accidents or incidents on the Site. The Mine Operator provides the following information:

i.Personal Accidents (fatalities, serious injuries or hospitalizations):

date and time of accident

name of employee involved and basic personal details (age, employment classification etc)

brief description of how injury occurred

details of injuries

anticipated period of time off work

Any other detail desired by the Owner

Details of compensation and other liabilities, as per the prevalent laws

ii.Equipment Damage Accidents (impacting production):

date and time of accident

name of driver or persons otherwise associated with the incident and basic

personal detail (age, employment classification etc)

brief description of how the accident occurred

details of damage

an estimate of repair costs

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an estimate of downtime of the equipment

(b)ensure the Site have emergency response plans which define the appropriate responses and personnel to be contacted in an emergency and ensure that the senior supervisor or the site manager responsible for health and safety at a location on the Site where an emergency occurs will co-ordinate and take charge of any rescue recovery and repair operation and will ensure that complete co-operation is provided to the

Government Authorities required to investigate the incident.

8.7Safety Performance Reporting

The Mine Operator shall provide to the Owner (in a form and at the times reasonably required by the Owner) a report that details the following and any other requested information in relation to the activities on the Site of the Mine

Operator and all of the Mine Operator’s personnel:

a)number of employees in the previous month employed at the Site;

b)aggregate number of hours of employment in the previous month of such employees;

c)number of accidents which caused lost time during the previous calendar month at the Site;

d)frequency rate of lost time accidents at the Site for the month and a description of these including days lost;

e)number of equipment damage accidents at the Site greater than INR 100,000/- in cost during the previous calendar month;

f)frequency of equipment damage accidents at the Site for the month and a description of these including cost;

g)number of accidents at the Site requiring a referral to a doctor for the previous calendar month;

h)frequency rate of accidents at the Site requiring a referral to a doctor for the month;

i)number of minor injuries at the Site for the month;

j)frequency rate of minor injuries at the Site for the month;

k)number of days lost from continuing injuries at the Site carried over from the previous month(s);

l)number of near misses or significant incidents at the Site for the month;

m)details of new initiatives or safety achievements at the Site in the month.

n)Minutes of meeting of pit safety committee and inspection report of workman inspector and DGMS officials.

o)Report on compliance with the recommendations/ instructions of the pit safety committee, workman inspector and DGMS officials.

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8.8Fire Protection

The Mine Operator shall be responsible for furnishing and maintaining fire protection for the Site which complies with all applicable codes and regulations. The Mine Operator shall provide a suitable, reliable and adequate fire fighting system by way of water pipeline with fire fighting hydrant points at various strategic locations along the coal face and the coal stock yards. In addition to this, fire extinguishers of different types such as CO2 type, foam type, dry chemical powder type and soda acid type, suitable for industrial use shall be provided at different required locations to combat all types of fire. The Mine Operator shall also provide fire hydrants and fire fighting facilities at vantage points like workshops, fuelling facilities, mine offices, stockpiles etc. within the Site. The required number of fire tenders is to be provided and made available in the fire control room. Sufficient trained staff are to be available to cover the full work schedule.

9.ENVIRONMENTAL MANAGEMENT

The Mine Operator shall follow all requirements of the [NAME OF THE PROJECT] Environmental Management Plan (EMP) (Approved EMP enclosed with the RFP) and all statutory requirements of other applicable governmental regulatory agencies. The Mine Operator shall observe all conditions and guidelines imposed or suggested by Ministry of Environment and Forests, Government of India (MOEF) at the time of approving the final Environment Management Plan and subsequently. The full-time environmental staff shall make daily field inspections and interact closely with operations personnel. The necessary planning of environmental field activities such as topsoil removal, storage and replacement shall be performed by the environmental staff.

The Mine Operator shall perform its work in accordance with all applicable environmental laws, rules, and regulations, and permits in effect at date of this Agreement or obtained subsequently as well as environmental stipulations or requirements of the Owner. The Mine Operator shall ensure that all plant, equipment and methods of operation do not have any harmful effect on the environment.

Before the commencement of mining operations, the Mine Operator shall develop an environmental management system which shall have inter alia the following components:

(a)Comply with applicable environmental laws and regulations

(b)Prevention of non-compliant discharges of water and/or air emissions

(c)Provide project environmental controls and auditing

(d)Rehabilitation management plan

(e)Slope and drainage design; management of topsoil

(f)Implementation of mine closure plan

(g)Compliance with all authorizations

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(h)Mine water management

(i)Providing and maintaining water drainage system

(j)Constructing and maintaining additional contour drains

(k)Maintaining pumping information systems and meters

(l)Constructing and maintaining any sediment control dams.

9.1.Monitoring

The Mine Operator is obligated to notify the Owner immediately and in writing of any environmental, regulatory, permitting, compliance or performance issues of which it is or becomes aware during the normal course of performance of Work under this Agreement. The Mine Operator shall generate such data and furnish all such data along with reports in formats prescribed by law, to the Owner. The Mine Operator shall provide for regular, consistent, and documented monitoring of Site environmental conditions and control necessary for the protection of the environment and meet all regulatory permit and license conditions and requirements.

9.2.Environmental Regulations

The Mine Operator shall conduct mining operations strictly in accordance with all of the requirements of the approved EMP of [NAME OF THE PROJECT] .

9.3.Top Soil

Topsoil shall be excavated, hauled and placed on mined-out regraded areas or stockpiled at a locations mutually determined by the Owner and the Mine Operator as shown on mine planning maps.

Stockpiles shall be established in accordance with the mining plans and governmentally approved configurations. Topsoil shall be stripped to the depth specified in the mining plans or as per the results of scientific investigations like soil testing, fertility test etc to be conducted by the Mine Operator and as mutually agreed with the Owner.

The Owner may request that the Mine Operator clear land and remove topsoil ahead of the mining plan. Topsoil shall be treated as required by the Owner to promote vegetation growth.

The Mine Operator shall promptly seed, plug, or plant vegetation on newly top soiled areas as directed by the Owner.

The Mine Operator shall initially seed and plant areas to minimize erosion and establish vegetative cover as directed in the mine and environmental plans.

The Mine Operator shall take all steps to conserve the topsoil keeping in mind its shelf life and its gainful reuse.

9.4.Water Management

The Mine Operator shall manage surface water and ground water in accordance with the approved EMP. This shall require:

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(i)Construction of sedimentation ponds at strategic locations (overburden dumps, mine infrastructure, coal stockyards, mine pits etc.) to suitably treat the water prior to discharge off the Site.

(ii)Where appropriate, construction of ditches to intercept and divert runoff water before it enters the Site.

9.5.Dust Control

The Mine Operator shall deploy sufficient water tankers to suppress the dust emitted from the mine haul roads and benches.

9.6.Environmental Enforcement

The Owner shall establish a dedicated environmental department which shall monitor the Mine Operator's compliance with the requirements of the EMP and all other environmental permits and licenses. The Mine Operator shall be required to cooperate with the Owner’s Environmental Department and follow its reasonable instructions.

9.7.Hazardous Materials

The Mine Operator shall have no obligation to contain, abate, or dispose of any hazardous or toxic wastes found on the Site which were present on the site at the date the Mine Operator takes possession thereof irrespective of the date of discovery. The Mine Operator shall promptly notify the Owner of any such materials found on the Site.

In addition to requirements concerning hazardous materials found elsewhere in this Agreement, the Mine Operator shall keep the Owner informed, in writing, regarding:

(a)the types, quantities and uses of all hazardous materials the Mine

Operator shall have on site,

(b)the types and quantities of all hazardous wastes the Mine Operator shall generate on site, and

(c)the Mine Operator's safety programme for storing, handling and disposing of such materials in a safe, secure, and legal manner in compliance with all current laws, rules and regulations. Safety data sheets on each hazardous material brought on the Site shall be given to the Owner within one month

9.8.Wildlife and Vegetation Preservation

The Mine Operator shall provide instructions and briefings to all personnel to prevent unnecessary losses of wildlife and vegetation. No hunting, camping or open fires shall be permitted on site without special written permission from the Owner. Access road speed limits must be obeyed to minimize road kill. No vehicles shall be driven off established roads other than for occasional use directly for Project purposes. In such cases, off-track travel shall not use previously used tracks thus minimizing vegetation damage. The Mine Operator shall provide suitable fencing around the mining area so as to prevent entry or inadvertent falling of animals into the mine void.

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9.9.Sustainable Development: Post-Mine Land Use

The Owner intends to minimize the environmental impact of [NAME OF THE PROJECT] . The mine operator shall comply with the stipulations of

Environment clearance letter and try to return the completed and re-top soiled overburden dumps for beneficial use as per approved EIA/EMP.

The Mine operator shall also be responsible for re-handling of OB after end of Mine life.

[OB Re-handling Quantity]: The MDO is required to re-handle [ …] million m3 quantity of OB (project specific). Re-handling of Overburden shall not be considered for the calculation of stripping ratio.

10.Coal Handling System , haulage and loading

10.1The Mine Operator shall construct, operate and maintain:

a)The necessary crushing facilities to achieve 50 mm topsize coal product

b)Conveyor system to deliver crushed coal to the loading Silo at the designated delivery point.

10.2Following are the minimum requirements for the coal handling facilities to be provided by the MDO:

The coal handling system shall be designed to match the mine Peak Production Capacity [….] million tonnes/year (MTPY) at the planned mine production hours. The equipment may be installed in a phased approach to match the production rate of the mine as it develops. Regardless of the selected approach, the system shall be designed to handle localized surges that occur due to interruptions in mining or materials handling operations and haul equipment stacking up. The surge capacity will also serve operations by providing the capability to make up production shortfalls.

Based on minimum operating schedule of 5,000 hours per year, the minimum overall capacity of the material handling system shall be [1200 tonnes] per hour (t/h). Additional capacity or hours are to be adjusted for surge requirements. If the mine production hours is more than from the assumed

5,000 hours then the capacity of the materials handling equipment will need to be adjusted. In any case the rated capacity of each working stream of Coal

Handling Plant shall not be less than [ capacity arrived at considering 5000 hours of annual working]. The crushing & conveying arrangement shall be complete with all associated facilities like dust suppression, firefighting system, metal detector, magnetic separator, belt weighers, auto coal

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samplers, coal stack yard, ground bunker and reclaiming system, requisite electrical control system including PLC based control system.

The Coal Handling Arrangement shall include arrangement for receiving ROM coal from dumper, primary sizing of coal to -200mm and secondary desired size of -50 mm, storage and reclamation & onward transportation through conveyor up to loading point. Rapid load out system with the arrangement of rapid in motion loading shall be provided as per railway norms.

C.H.P. will have the following functional units: -

a)Receiving and crushing

b)Reclamation

c)Conveyor

d)Loading

I.Selection of Equipment – General Statement

Equipment and components shall be designed to meet current international standards for stress, strain, wear, bearing life, horsepower etc based on material hardness, material wear factors, etc.

II.Equipment Capacity

The selected equipment shall be designed to handle localize surges that occur due to interruptions in mining operations. Other capacity issues include lump size and inclination.

There shall be one sections with two circuits (one working &one standby) for ROM coal receiving and crushing. Each circuit shall be fully equipped with receiving hopper, apron feeder (2x100% capacity), primary crusher (2x100% capacity) and secondary crusher (2x100% capacity); capable to handle 1200

TPH production.

III.Coal Crushing/Sizing

Crushing equipment shall be selected to provide a final product size of minus 50 mm to the transfer point leading to the train loading.

Primary crusher will be fed through heavy duty apron feeder with its own fine retrieval system. Output of primary sizer shall be fed to secondary crusher. There after -50 mm coal shall be fed to long distance conveyor leading to storage in ground bunker at loading end before loading.

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It is paramount that the system selected meets the operational requirements of the mine. Maintenance procedures to maintain availability are critical and shall meet or exceed the equipment manufacturers’ maintenance requirements.

Sufficient spare parts (such as pulleys, shafts, bearing assemblies and gear

boxes) shall be stocked and maintenance procedures implemented to ensure

production and transfer of [Peak Production Capacity] MTPY of final product

coal to the transfer point.

IV. Conveyors

There shall be two circuits of conveyors (one working & one stand by), for carrying [1200] tph of coal from mine end to bunker at loading end. Bunker at loading end shall be equipped with tripper conveyor for collecting coal and reclaim conveyor at the bottom for sending coal into silos.

V.Loading End Bunker

Storage capacity Bunkers of [ about one days storage capacity] at loading end shall be equipped with tripper conveyor for collecting coal and heavy duty plough feeders with reclaim conveyor at the bottom for sending coal into silos.

VI. Loading Silos/Rapid Loading System:

[ One] number of RCC Silo of 4000T capacity on rail lines shall be provided by MDO for loading into the wagon. In-motion High-speed rake loading system at the rate 5500TPH shall be provided by the MDO.

VII. Coal Stockpiling and Reclaim System

The Owner requires the Mine Operator to allow for up to coal storage/ stockpiling of one week of peak rated production capacity at the Coal Depot at

Mine End. Stockpile storage and reclaiming equipment shall match the throughput capacity of Peak Production Capacity […..] MTPY.

11.MINE INFRASTRUCTURE

The Mine Operator shall be responsible for constructing, operating and maintaining the mine infrastructure which shall consist inter alia of the following:

I. Mine Offices

Project Office:

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Mine Office:

A office building shall be provided to serve all the required mine support functions such as engineering, mine supervision and management, administration etc.

II.Excavation Workshop

The excavation workshop will have the facilities for attending to the scheduled maintenance, daily maintenance, minor repair or replacement of parts/sub-assemblies of face and transport equipment such as shovels, drills, dozers, cranes, grader and other miscellaneous equipment used for mining operation.

In daily maintenance shop, the equipment will be checked for lubrication, tyre inflation, oil levels etc.

The equipment which experience incidental problem in the field and require minor repair shall also be directed to workshop for repair.

Broadly, the HEMM workshop shall have the following functional shops:

a.Machine shop

This shop will have the necessary tools for restoration of worn out parts and manufacture of small non-complicated spare parts which are in short supply and are required for the repairs of HEMM.

b.Electrical repair shop

This shop will have facilities for carrying out the minor repairs of the electrical components of the mining equipment. The repair facilities have been limited to the parts replacement and repair of Self Starter,

Dynamo, Battery charging etc. However certain facilities have also been provided for testing of relays and instrument etc.

c.Dumper repair shop

This shop will cater to the need of minor & running repair/ replacement of parts/component of the dumpers needing repair after their proper inspection & diagnosis of defects in the schedule maintenance shop.

The dumpers which experience incidental problem in the field and require minor repair will also be attended in this shop.

d.Dozer maintenance shop

The dozer repair shop shall be provided for carrying out the maintenance and minor repairs of dozer. The repairs will be done mainly by replacement of parts, units and sub- assemblies. The entrance and exit of dozer will be from one side only.

e.Washing shop

High pressure multi jet washing units for dumper & high pressure water and steam jet washing unit for dozer shall be provided for washing.

f.Stores and Common facilities

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A small store shall be provided for storing the spares and consumables required for the maintenance of HEMM and other mining equipment.

The different repair shops will draw day-to-day requirement of spares and other consumable from this store.

A fully equipped fuelling station shall be provided for fuelling the vehicles and transport equipment.

III.E & M Workshop

Considering the nature of repair and maintenance of E & M equipment which is different from that of the HEMM, a separate shop has been provided.

This part of the workshop will have the facilities for schedule maintenance, day-to day maintenance and minor & medium repair by parts / units replacement method of all E & M equipment deployed in the project such as Pumps, Electrical and Light vehicles etc.

Machine shop, Mechanical Repair Shop, Electrical Repair Shop and Light Motor Vehicle Repair Shop shall be under one shed namely E & M shop while Smithy Shop shall be located separately at extreme south- east corner of workshop.

a.Machine shop

This shop will undertake machining and reconditioning of spares. It will also manufacture small spares which are in short supply and required for the repair of E & M equipment.

b.Mechanical repair shop

The equipment like pumps and pumping installation experiencing incidental problem in the field and requiring minor repair will be brought to this shop where they will be inspected and repaired. Apart from the normal maintenance, repair of the pumps will be done in this shop.

c.Electrical repair shop

This shop will deal with the testing and minor repairing of electrical components of pumps, switch gears etc. This shop will undertake charging of batteries, repairs of self starters, dynamos of light & medium duty vehicles.

d.Stores and Common equipment

A small store hall be provided for storage of 10 days consumption of spares & consumables required for repair & maintenance of E & M equipment.

e.Store

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A project store shall be provided to meet the total requirement of spares & consumables. A full fledged store is provided adjacent to the workshop boundary with a view to minimise the time for collection of spares and consumables required for the repair and maintenance of HEMM. Only day-to-day requirement of spares and consumables will be kept in the store for smooth functioning of workshop.

IV. Project Store

Project Store shall be provided for keeping various spare parts, lubricants, Tyres etc. Diesel filling station is also provided in the premises of store/workshop.

V.Statutory Buildings: In addition to above following statutory buildings

shall also be provided; a. Canteen

b)First Aid Centre

c)Rest Shelter

d)Training Centre

e)Fire Fighting Centre

f)Pit Head Bath

g)Dispensary

h)Environmental Laboratory

Approach roads are envisaged to link the Project area with towns and villages around the project. It will require widening and strengthening

VI. Suitable approach roads for the project, project office, workshop, stores, magazine and CHP

VII. Construction and establishment of “Coal Lab and the associated equipment for sampling, analysis and quality measurement”

VIII. Construction of Explosive Magazine meeting statutory requirements

IX. Water supply system

X.Sewage treatment system and effluent treatment plan

XI. Fuel storage farm and fuel dispensing facilities

XII. Yard lighting and mine illumination

XIII. Vehicle garage and maintenance facilities

XIV. Any other Statutory buildings as required by Mines Act, 1952 and statutes made there under

12.TRAINING

12.1The Mine Operator shall establish a dedicated training department with a full- time staff which shall provide training for the entire range of mine-site activities including inter alia:

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a)Safety

b)Mining operations

c)Mine maintenance

d)Coal handling facilities

e)Environmental compliance

f)Disaster Management

12.2The Mine Operator's engineering and geological staff shall provide “hands-on” training to the Owner's technical staff in all aspects of geology; mine planning; and environmental compliance including inter alia:

(a)Geology

Maintaining and updating the geological model

Use of the geological model for coal quality prediction

Reconciliation of produced coal tonnes and quality vs. geological model

In-mine sampling programs

Stockpile sampling

Development (in-fill) drilling programs

(b)Mine Planning

Pit layout and design

Pit sequencing

Short and long-term planning

Ramp layout and design

Water management

Overburden dump design and management

Monsoon planning

Drilling and blasting techniques and patterns

Overall planning including land requirements.

(c)Environmental

Identification of topsoil

Topsoil removal, storage and preservation

Water quality

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Air quality

Reclamation and restoration of topsoil

Re vegetation

Mine waste treatment

12.3The Mine Operator shall provide a Vocational training center, as per Mine

Vocational Training Rules, 1966, which shall meet both the:

Statutory requirements of the DGMS and other governmental agencies

Requirements for the training of the [NAME OF THE PROJECT] workforce and staff.

13.PREPARATION OF FORMAL REPORTS

The Mine Operator shall be required to prepare the following formal reports:

13.1MONTHLY MINE CONSTRUCTION PROGRESS REPORT

A concise monthly Construction Report shall be prepared indicating the progress achieved in the design, procurement and construction activities relating to all those items for which the Mine Operator has responsibility. This includes:

Mine infrastructure

Certain components of the coal handling system

Mining equipment

Water management systems

Mine haul roads and access roads

Environmental control systems

Detailed mine planning

Infill drilling, if required

Pre-stripping of overburden

Progress and performance shall also be reported against the agreed Budget and Schedule of those items funded by Owner.

13.2MONTHLY MINE OPERATIONS PROGRESS REPORT

A concise monthly Mine Operations Report shall be prepared indicating the progress achieved during the preceding month. Progress and performance shall be measured in accordance with agreed “Key Performance Indicators” (KPI) relating to the following items. Graphs (and supporting narrative) shall be provided.

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(a)Coal Dispatch (via rakes) - Actual vs. forecast requirements

(b)Coal Quality - Actual vs. forecast (from the Rolling Monthly Production

Plan)

(c)Overburden/Interburden Removal - Actual BCM removed vs. forecast BCM (from the Rolling Monthly Production Plan)

(d)Coal Stocks

All survey records and plans shall be maintained and serially numbered for identification and easy traceability.

(e)Coal Recovery - Estimated percentage of coal recovered from the amount of in-place coal uncovered during stripping operations. The record of in-fill drilling and the related litholog shall be maintained.

(f)Equipment Maintenance and Operation - Actual performance vs. forecast performance (from the Rolling Monthly Production Plan). The following parameters are to be reported:

(i)Mechanical availability (%)

(ii)Utilization (%)

(iii)Allocation of monthly calendar hours into the following categories:

1.operating hours

2.idle hours

3.maintenance and repair hours

BCM per month

BCM per operating hour

(iv)Performance KPIs for the above parameters are to be reported for:

1.Major excavators – by unit

2.Overburden and coal trucks – by fleet

3.Support equipment such as dozers, graders, payloaders – by fleet

(g)Rake Loading

(i)Average loading time

(ii)Demurrage

(h)Mine Planning - Summary description of major engineering tasks performed and reports prepared.

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(i)Environmental Compliance - Summary description of major environmental tasks performed

(j)Safety - Summary report as specified at Clause 8.7 of this Schedule.

(k)Personnel - Summary report of:

(i)Employment statistics

(ii)Training activities

(iii)Productivity as measured in output per manshift (OMS)

(l)Record of idle hours due to power failure, major breakdowns or any unforeseen circumstances

(m)Restoration of topsoil and reclamation status

14.MISCELLANEOUS

14.1Permits

The	Mine Operator	shall obtain and maintain all governmental permits
and	licenses as may	be required except those specified at clause 1 (c) of

Schedule 5. The explosive licence if issued in the name of Owner, and the mechanism for procurement of explosives, drilling and blasting shall be jointly worked out between the Owner and the selected Mine Operator and a copy of the explosive license shall be provided to the Mine Operator. The explosive storage facility to be created by the Mine Operator shall take into account all the conditions specified in the license for such facility. The Mine Operator shall also be responsible for transport of explosive from magazine to site including arrangement of explosive van and associated facilities.

Most permits contain stipulations which the Mine Operator shall agree to follow. The Mine Operator explicitly acknowledges these stipulations are incorporated in this Agreement.

14.2Real Property Rights

The Mine Operator shall acquire no property rights as a result of its use or occupancy of any Site real estate nor shall the Mine Operator have any right to make land available to others.

14.3Access

The Mine operator shall be responsible and shall make all arrangements themselves for safe and reasonably unobstructed access to the site.

14.4Site Conditions

The Site shall be provided to the Mine Operator for all needful activities of Mine Operations.. The Mine Operator also acknowledges it is aware of uncertainties of weather, water runoff characteristics, and similar physical conditions at the site.

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14.5Inspections by Authorities

The Mine Operator shall promptly notify the Owner of all governmental inspections, citations and damages.

14.6Alcohol and Illegal Substance Control

The Mine Operator shall implement and maintain an alcohol and illegal substance control programme for its employees. Employees who violate the programme shall be immediately removed and barred from working on the

Facility or at the Site. The Mine Operator shall ensure that none of its employees or agents or employees or agents of its sub-contractors possess or use alcoholic beverages, illegal drugs or drug paraphernalia while on the

Owner property or come onto the Owner's property while under the influence of alcohol or illegal drugs.

14.7Disaster Management Plan

The Mine Operator shall prepare a disaster management plan. All employees of the Mine Operator shall be exposed to such disaster management plan and mock rehearsals in this regard shall be conducted from time to time.

14.8Danger Alarm, Signaling and Public Address System

The Mine Operator shall provide suitable alarm, signals and public address system to caution its employees from imminent dangers. All employees of the

Mine Operator and the Owner shall be made aware of such signals so that timely evacuation can be made.

15.[ INTERIM ARRANGEMENT FOR ROAD TRANSPORTATION OF COAL

In case the permanent coal evacuation system is not ready, Owner at its own discretion may ask the mine operator to deliver the coal at delivery point at mine end as per the terms and condition mentioned below;

a)Mine operator shall maintain a coal stock of crushed coal at least 7 days of production at a temporary coal stock yard and make interim arrangements for delivery of coal at delivery point at the mine end. The delivery point and location of coal stock yard shall be finalized by Owner’s representative. All facilities for stacking and reclaiming the crushed coal for delivery into tippers (to be arranged by Owner) shall be to Mine Operator’s account.

b)Mine Operator shall make arrangements for separate sampling system at delivery point.

c)Mine Operator shall make security arrangements for safe custody of coal at the coal stock yard and delivery point.

d)Mine Operator shall take insurance of coal at the coal stock yard and delivery point

e)Owner shall make arrangements for evacuation of coal from the delivery point.

Project Agreement for Development and Operation of [Name of the Project]

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f)Owner shall install, operate and maintain a truck weigh bridge at the delivery point. Mine Operator shall ensure that every loaded truck leaving the mine premises, is weighed at this weighbridge.

g)Following conditions apply for payment of Mining Fees for the coal delivered during this interim arrangement for coal evacuation;

(i)Payment shall be made only for the coal which is despatched after weighment at the truck weighbridge.

(ii)Under offtake compensation shall not be applicable to Owner during this period of interim arrangement for coal evacuation.

(iii)Up to 840 days from commencement date, escalated Base Mining Fee for that year (MFns + MFns esc) as stipulated in Schedule 11 of the Project Agreement shall be paid against each monthly bill.

(iv)In case the Cross Country Conveyor and Railway Siding is not ready at the end of 840 days from commencement date, for a period of 1 year beyond 840 days, an amount of 10% of the escalated Base

Mining Fee for that year (MFns + MFns esc) as stipulated in Schedule 11 of the Project Agreement shall be withheld against each monthly bill.

(v)In case the Cross Country Conveyor and Railway siding is completed by the Mine Operator within this extended period of 1 year, the amount so withheld shall be refunded to the Mine Operator without any interest. However, in case Mine Operator fails to construct Cross Country Conveyor and Railway Siding within the above extended 1 Year, this withheld amount shall be forfeited.

In case Mine Operator fails to construct the Cross Country Conveyor and Railway Siding within the above extended period of 1 year, for a further period of maximum six months, an amount of 10% of the escalated Base Mining Fee for that year (MFns + MFns esc) as stipulated in Schedule 11 of the Project Agreement shall be deducted and forfeited by NTPC.

(vi)After 1388 days (840 days plus 548 days) from Commencement date, the Delivered Quantity (DQ) under Quantity Obligation as per Clause 15 of Project Agreement shall be considered as per the quantity delivered at Silo at Urda Village and any shortfall in DQ shall attract compensation as per Project Agreement. The above compensation shall be over and above the Liquidated Damages stipulated elsewhere in the document for delay in completion of facilities for Cross country conveyor and railway siding.]

16 [ Operation & Maintenance of “Cross Country Conveyor System” and “Private Railway Siding”

The Mine Operator shall operate and maintain the “Cross Country Conveyor System” and “Private Railway Siding” throughout the term of the agreement.

All the expenses for operation and maintenance of the Cross Country Conveyor System” and “Private Railway Siding” is to be borne by Mine

Operator including power cost etc.]

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Appendix-1B to Schedule-2

General Requirements for Residential Complex

The residential facilities to be developed by the Mine Operator shall be sufficient to house its employees and staff to be deployed by him. The residential facilities shall be constructed with each self contained dwelling unit with amenities such as toilet and bath, running water, electricity, kitchen etc. The minimum plinth area of each dwelling unit for various grades of the employees and staff shall be as under:

1.	Workmen	-	36 sq.m.
2.	Supervisor	-	58 sq.m.
3.	Executives	-	120 sq.m.
4.	Heads of departments	-	120 sq.m.
4.	Heads of departments	-
	& Head of Plant		150 sq.m.
5.	Bachelor accommodation	-	15 sq.m.
			15 sq.m.

(per person)

The entire residential complex shall be developed in an integrated manner with proper layout of roads, surface & storm water drainage, sanitation and sewerage network & treatment, electrification and lighting, water treatment & supply network and telephone network & exchange .Further, Mine Operator shall also develop /arrange facilities for recreation, schooling, healthcare, shopping ,banking and guest house for its staff commensurate with modern day living.

Note: The time line for above shall be worked out commensurate with the Mine Operator’s Operational Plan

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Schedule 3 – Proposed size of equipment deployment by the Mine Operator

The equipment size (column (iii)) is to be filled by the Mine Operator.

	Task	Major Equipment	Equipment
	(i)	(ii)	(iii)









	….	…	…


Project Agreement for Development and Operation of [Name of the Project]			Page 152 of 175

Schedule 5 – Facilitating works by Owner and Owner's supplied Facilities to be operated and maintained by Mine Operator.

1.Facilitating works by Owner

Owner is undertaking / intends to undertake the following tasks in respect of development and operation of the Site.

a.Permanent coal evacuation route for MGR System or connectivity with Indian Railways

The Coal evacuation for MGR or connectivity with Indian Railway shall be constructed by Owner. An in motion weigh bridge at the Railway Siding shall be provided by Owner. All payments for quantity delivered by Mine

Operator shall be based on the recordings at the in motion weigh bridge.

b.Other Infrastructure facilities

Owner proposes to construct and provide the following facilities:

i. The Owner shall provide 02 Nos. of 33 KV breakers to the Mine Operator at site for meeting the electrical power requirements of the services and facilities in the Mine Operator’s scope, on chargeable basis.

c.Clearances for the Project

i.Owner has already obtained environment clearance and Stage –I Forest Clearance for the Project.(Project Specific)

ii.In addition to above clearances, if any other clearances/approvals are to be obtained, the same shall be obtained by Mine Operator.

d.Mine Closure account

NTPC shall open an account with Coal Controller’s Organization (CCO) and deposit the Mine Closure Fund in such account as per the guidelines issued by Ministry of Coal for Preparation of Mine Closure

Plan dated August 27, 2009 and as amended thereof.

e.Land Acquisition

The owner shall undertake following activities regarding land acquisition

All notifications with respect to CBA and applicable Land Acquisition Act/ The Right to Fair Compensation & Transparency in Land Acquisition, Rehabilitation & resettlement Act ’2013 shall be in the name of NTPC. Mine Operator shall assist NTPC in applying for such notifications.

Documented Payment for- Private, Government and Forest Land.

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The owner shall make payment towards land acquisition to Government authorities directly. Other payment towards land acquisition shall be paid through cheque in the name of beneficiary and cheque will be handed over to Mine Operator for distribution.

The Owner shall obtain, renew and retain mining rights for the

Mining Lease required for the provision of the Mining.

Notwithstanding the above, NTPC shall at all times be the sole lessee under the Mining Lease in respect of the land acquired for the Coal Block. All surface and mining rights with respect to the land acquired and the Coal Block shall vest solely with NTPC. Mine Operator shall not be allowed to use land for any other purpose nor shall be allowed to create any mortgage or charge on the land

f.Resettlement and rehabilitation

NTPC shall be responsible for the following payments:

(a)Annuity payment to people covered in approved resettlement and rehabilitation plan.

(b)Making self-resettlement grant to people covered in approved resettlement and rehabilitation plan

(c)Providing shifting grant to people covered in approved resettlement and rehabilitation plan

(d)Providing cattle shed grant to people covered in approved resettlement and rehabilitation plan

(e)Asset payments

(f)Payment of fixed amount for construction of R&R colony and associated community infrastructure. The co-ordination and liaising with PAPs and Government authorities for above payment shall be responsibility of Mine Operator.

2.Time Schedule for Owner’s Obligations

The Time schedule for Owner’s Obligations shall be worked out commensurate with the Mine Operator’s Operational Plan.

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Schedule 8 – Sampling and Sample preparation

1.For Coal Dispatched by rake or otherwise

(a)Unless the Parties otherwise agree, each rake of coal loaded under the Agreement shall be sampled by the Owner and the Mine Operator jointly at the top of the silos and analyzed at the designated laboratory at the Site.

The Mine Operator shall bear all costs related to obtaining acceptable samples of each train shipments at the loading facility.

(b) The representative	samples of the coal shall be taken from
continuously moving	stream by automatic mechanical sampling machines.
The following provisions shall apply to such sampling system:

(c ) The design and	operation of such sampling system and the
procedures used for	sample preparation shall, at a minimum, meet the

requirements of ASTM D-2234 "Standard Practice for Collection of a Gross Sample of Coal" and ASTM D-2013 "Standard Method of Preparing Coal

Samples for Analysis." Such sampling system shall be enclosed to minimize moisture loss and shall be designed for one stage of sample crushing to the No. 4 sieve size (as determined by the Owner based on ASTM D-4749 "Standard Test Method for Performing the Sieve Analysis of

Coal and Designating Coal Size"). The sample flow rates through such sampling system shall be sufficient to minimize moisture and sample loss. Parties shall use their best efforts to agree on modification of procedures and equipment to meet future revisions of ASTM D-2234 and ASTM D-

2013.

(d)The representative sample of the coal taken shall be divided into four (4) parts. The first part of the representative sample shall be used for

analysis of coal. The second & third part of the representative samples shall be suitably packed, sealed and sent to the Owner and the Mine

Operator respectively immediately after sampling. The fourth part shall be retained in suitably packed and sealed condition and shall be treated as “Referee Samples” for carrying out umpire analysis, if required, for a period of not less than one hundred (100) days from the date that such sample was collected.

(e)Procedure for Analysis: The testing /analysis of coal samples shall be carried out strictly in accordance with applicable standard and procedures listed at paragraph (f) of this Schedule for the parameters listed therein.

(f)Applicable Standards and Procedures

	Item	Description	Applicable	Standards		ISO
			ASTM

	1.	Sampling and sample Preparation	ASTM D2234 & D2013

	3.	Moisture content	IS 1350 (Part 1): 1984


Project Agreement for Development and Operation of [Name of the Project]					Page 158 of 175

3.	Ash content	IS 1350 (Part 1): 1984

4.	Volatile Matter	ASTM D4239

5.	Gross calorific Value	ASTM D5865

6.	Ash Analysis	ASTM D3682

The testing/ analysis of coal shall always be carried out in the presence of Owner’s as well as Mine Operator’s representative at the designated laboratory at the Site.

(g)Check on Sampling System

Using bias test procedures approved by the Mine Operator, the Owner shall cause such sampling system to be tested periodically, for bias against stopped-belt reference samples. Such testing shall be scheduled such that when each trainload consignment of coal is sampled, the most recent bias test results are dated by no more than two previous years. The

Owner shall give the Mine Operator written notice of each bias test; and the Mine Operator or its representative shall have the right to be present during such test and to observe and inspect sample collection, sample preparation, and laboratory analysis of bias test samples. If a bias is detected by such test, the Owner shall immediately take all reasonable measures to remove the source of such bias.

Prior to the installation of any new sampling system or a modification of

an existing sampling system,	the	Owner shall	submit	design
drawings, specifications, and	sample	extraction parameters for the new

or modified sampling system to the Mine Operator for its approval, which shall not be unreasonably withheld.

2.Procedure for analysis after infill - drilling

a)Unless the Parties otherwise agree, each infill borehole drilled under the

Agreement shall be logged, sampled and analysed by the Owner and the

Mine Operator jointly. The Mine Operator shall bear all costs related to infill drilling and analysis.

b)Borehole core sampling

i.Coal core, recovered from drilling, should be packed in polythene tubes immediately after geological logging and packed in core boxes with proper labeling for sending to laboratory

ii.Rest of the borehole cores should be packed in polythene tubes and stored in core boxes with proper labeling of borehole number till the end of infill drilling.

iii.Indexing, storage & preservation of cores shall be as per procedure approved by owner.

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Schedule 9 - Method of Measurement of OB

1.START UP SURVEY

The Mine Operator shall undertake a ground surface contouring survey in association with the Owner to firm up the profile of the ground before starting the mining operation

2.ROUTINE SURVEYS End-of-Quarter Surveys

At the end of every quarter the Owner and the Mine Operator shall conduct joint ground surveys at the mine with the overall purpose of estimating all volumes of excavated coal; stockpiled coal; and excavated Overburden and topsoil.

Interim Surveys

To supplement the end-of-quarter surveys, the Owner and the Mine Operator shall conduct joint interim ground surveys at the mine to sufficiently record interim data regarding excavation activities. This data will be incorporated into the survey data base used to estimate the end-of-quarter excavated volumes of coal and overburden.

In particular, the upper surfaces (“coal top”) of all coal exposed by

Overburden/ interburden removal activities shall be surveyed.

3.SURVEY INSTRUMENTS

The survey instruments/ software may be a combination of any of the following after due consultation with the Owner:

a)Aerial surveying (where applicable)

b)Ground surveying using Total Station (where applicable)

c)Ground surveying using Global Positioning System (where applicable)

4.DETERMINATION OF VOLUMES

Volumes will be determined using inter alia:

a)Conventional commercially available surveying software; or

b)Mutually acceptable software that was purchased along with the surveying instruments used to perform the surveys; or

c)Mine planning software.

Overburden

Overburden quantities (in bank cubic meters) shall be derived from any or all of the above-mentioned Survey Instruments.

Project Agreement for Development and Operation of [Name of the Project]

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Interburden

Interburden quantities (in bank cubic meters) shall be derived from any or all of the above mentioned survey instruments, or from the Geological Model that was fully updated and current at the time of the actual end-of- quarter survey.

Excavated Coal

Coal volumes (in bank cubic meters) shall be derived from any or all of the above-mentioned survey instruments after taking into account the above-mentioned interburden.

The coal volumes may be converted to tonnes using a mutually-agreed factor for in-situ coal density.

Stockpiled Coal

The quantities of stockpiled coal (in loose cubic meters) shall be derived from any or all of the above- mentioned Survey Instruments.

The coal volume may be converted to tonnes using a mutually-agreed factor for loose coal density.

5.RECONCILIATION OF VOLUMES AND TONNAGES

As part of the end-of-quarter work, the Mine Operator shall:

a)Reconcile the measured volumes of overburden

b)Reconcile the estimated volumes of interburden from the Geological Model

c)Reconcile the measured volume of excavated coal against tonnes dispatched by rake and changes in the amount of coal in stockpiles/ silos etc.

d)Estimate the “coal recovery factor” (i.e. the amount of coal mined/ dispatched vs. the volume of coal uncovered by the overburden/ interburden removal activities).

6.TIMING OF COMPLETED VOLUME AND TONNAGE ESTIMATION

All calculations and final estimations shall be submitted to the Owner no later than the 10th (calendar) day of the following quarter.

7.RIGHT OF REVIEW AND PARTICIPATION

Both the Owner and the Mine Operator have equal rights to review volumes/ tonnages estimations and confirm the validity of the Geological Model.

8.[ Measurement of Re-handled OB] :

Measurement of quantity of re-handled OB shall be carried out by joint

Project Agreement for Development and Operation of [Name of the Project]

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Schedule 11: Adjustments to Base Mining Fee for Strip Ratio and Escalation of Mining Fee

1.0Adjustment to Base Mining Fee for Strip Ratio

The Base Mining Fee as per the Project Agreement shall be adjusted for the Strip Ratio calculated in the AAPP for that Operating Year based on the revised Geological Model incorporating the infill drilling data. The adjustment in Base Mining Fee for the Strip Ratio shall be as under:

For Operating Year 1 to Operating Year [...] and extended term, if any as specified at clause 4.2;

Base Mining Fee adjusted for Strip Ratio (MFns) = MFn (0.1 + 0.9 x (1 + SRn) / (1+ SR0))

Where,

MFn = Quoted Base Mining Fee per tonne of coal produced for average Strip

Ratio of […]

SR0 = The base Strip Ratio for the term of Project Agreement i.e. […].

SRn= Strip Ratio for nth Operating Year as specified in AAPP

MFns = Adjusted Base Mining Fee per tonne of coal for nth Operating year after adjustment for the Strip Ratio

2.0 Escalation on Base Mining Fee

The escalation on Base Mining Fee (after adjustment for the Strip Ratio as brought above) shall be as per the following terms and the formula:

2.1Components of Escalation

The details of different components of escalation are provided in the table below:

S.No.	Value of	Description of	Source of Index/ Price
	Coefficient	coefficient

1	F = 0.20	Fixed
2	a = 0.04	Other Stores	WPI series for “All Commodities” as
2	a = 0.04	Other Stores	published by the Office of Economic
			Advisor, Ministry of Commerce & Industry,
			Government of India
			(Base Year: 2004-05 = 100)

Project Agreement for Development and Operation of [Name of the Project]

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3	b = 0.06	Tyres	Monthly WPI series for “Truck Tyres” as
3	b = 0.06	Tyres	published by the Office of Economic
			Advisor, Ministry of Commerce & Industry,
			Government of India
			(Base Year: 2004-05 = 100)

4	c = 0.17	Heavy	WPI series for “Mining/ Quarrying/
4	c = 0.17	Heavy	Metallurgical Machinery/Parts” as published
		Machinery and	by the Office of Economic Advisor, Ministry
		Parts	of Commerce & Industry, Government of
			India (Base Year: 2004-05 = 100)

5	*d = ……	Fuel	WPI series for “High Speed Diesel” as
5	*d = ……	Fuel	published by the Office of Economic Advisor,
			Ministry of Commerce & Industry,
			Government of India
			(Base Year: 2004-05 = 100)
6	e = 0.06	Explosive	WPI series for “Matches, Explosives and
			Other Chemicals” as published by the Office
			of Economic Advisor, Ministry of Commerce
			& Industry, Government of India
			(Base Year: 2004-05 = 100)

7	*p= ……..	Power	“Power Tariff for High Tension Service” as
			notified by Chhattisgarh State Electricity
			Regulatory Commission.

8	l= 0.12	Salaries and Wages	“All India Consumer Price Index for
			Industrial Workers” (All India Monthly
			Average) published by Labour Bureau,
			Shimla, Government of India.
			(Base Year: 2001 = 100)

-A, B, C & E refers to the published Price Indices of corresponding major cost components, as mentioned in the table above.

-P shall be the Power Tariff, as mentioned in the table above

-D shall be the Diesel Price, as mentioned in the table above

-L shall be the Index for Labour, as mentioned in the table above

* Bidder have to indicate Value of Coefficients of Fuel and Power (d & p) keeping the sum i.e. d+p =0.35

2.2Periodicity of Escalation (For Calculation and Payment purpose)

Quarterly basis

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2.3 Escalation Formula

The escalation on Base Mining Fee (after adjustment for the Strip Ratio) shall be determined as follows:

MFns esc = (MFns) x (F + a x An/ A0 + b x Bn/ B0 +c x Cn/ C0 +

d x Dn/ D0 + e x En/ E0 + p x Pn/ P0 + l x Ln / L0 )

- (MFns)
Where,
n = nth Operating	Year	(period counted as 1st	April to 31st
March) counted	from	the Coal Production Start Date.

MFns = Adjusted Base Mining Fee per tonne of coal for nth Operating Year after adjustment for the Strip Ratio

MFnsesc = Escalation on Base Mining Fee per MT of coal		to be calculated
	as detailed above
For the	Indices/Prices, Subscript 'o' refers to Indices/Prices	as on 30 days
prior to	the date set for opening of Techno-Commercial Proposals. Subscript

'n' refers to average of monthly Indices/Prices during the previous Quarter.

The Payment throughout the ensuing Operating Year shall be made based on the adjusted Base Mining Fee for Strip Ratio and escalation. The actual quantities of coal and overburden shall be reconciled at the end of each Quarter to determine the actual Strip Ratio and the cumulative payments made till that Quarter to the Mine Operator shall be adjusted.

3.0DELETED

4.0Total Mining Fee for Operating Year “n”= MFTotal

MFTotal = (MFns + MFns esc)

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Schedule 15 – List of Banks Acceptable to NTPC for Bank Guarantees for Contract Performance Guarantee, Performance Guarantee and Advance Payments

SCHEDULED COMMERCIAL BANK LIST

A SBI AND ASSOCIATES

1.State Bank of India

2.State Bank of Bikaner & Jaipur

3.State Bank of Hyderabad

4.State Bank of Mysore

5.State Bank of Patiala

6.State Bank of Travancore

B NATIONALISED BANKS

1.Allahabad Bank

2.Andhra Bank

3.Bank of India

4.Bank of Maharashtra

5.Canara Bank

6.Central Bank of India

7.Corporation Bank

8.Dena Bank

9.Indian Bank

10.Indian Overseas Bank

11.Oriental Bank of Commerce

12.Punjab National Bank

13.Punjab & Sind Bank

14.Syndicate Bank

15.Union Bank of India

16.United Bank of India

17.UCO Bank

18.Vijaya Bank

19.Bank of Baroda

20.Bhartiya Mahila Bank

C SCHEDULED PRIVATE BANKS (INDIAN BANKS)

1.Catholic Syrian Bank

2.City Union Bank

3.Dhanlaxmi Bank Ltd.

4.Federal Bank Ltd

5.Jammu & Kashmir Bank Ltd

6.Karnataka Bank Ltd

7.Karur Vysya Bank Ltd

8.Lakshmi Vilas Bank Ltd

9.Nainital Bank Ltd

10.Kotak Mahindra Bank

11.Ratnakar Bank Ltd

12.South Indian Bank Ltd

13.Tamilnad Mercantile Bank Ltd

Project Agreement for Development and Operation of [Name of the Project]

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14.ING Vysya Bank Ltd

15.Axis Bank Ltd.

16.IndusInd Bank Ltd

17.ICICI Bank

18.HDFC Bank Ltd.

19.DCB Bank Ltd

20.Yes Bank Ltd

D SCHEDULED PRIVATE BANKS (FOREIGN BANKS)

1.Abu Dhabi Commercial Bank Ltd

2.Bank of America NA

3.Bank of Bahrain & Kuwait B.S.C.

4.Mashreq Bank p.s.c.

5.Bank of Nova Scotia

6.Crédit Agricole Corporate and Investment Bank

7.BNP Paribas

8.Barclays Bank

9.Citi Bank N.A.

10.Deutsche Bank A.G.

11.The HongKong Shangai Banking Corporation Ltd

12.HSBC Bank Oman S.A.O.G.

13.Societe Generale

14.Sonali Bank Ltd.

15.Standard Chartered Bank

16.J.P. Morgan Chase Bank, National Association

17.State Bank of Mauritus Ltd.

18.DBS Bank Ltd.

19.Bank of Ceylon

20.Bank Internasional Indonesia

21.A B Bank

22.Shinhan Bank.

23.CTBC Bank Co. Ltd.

24.Mizuho Corporate Bank Ltd

25.Krung Thai Bank Public Company Ltd.

26.Antwerp Diamond Bank N.V.

27.The Bank of Tokyo-Mitsubishi UFJ Limited.

28.Austalia & Newzealand Banking Group Limited ( upto 31.03.2014)

29.Sumitomo Mitsui Banking Corporation

30.American Express Banking Corporation

31.CommonWealth Bank of Australia

32.Credit Suisse A.G.

33.FirstRand Bank Ltd.

34.Industrial & Commercial Bank of China Ltd.

35.JSC VTB Bank

36.National Australia Bank

37.Rabobank International

38.Sberbank

39.UBS AG

40.United Overseas Bank Ltd.

41.Westpac Banking Corporation

42.Woori Bank

43.The Royal Bank of Scotland N.V.

44.Doha Bank Qsc

E OTHER PUBLIC SECTOR BANKS: 1. IDBI Bank Ltd

Project Agreement for Development and Operation of [Name of the Project]

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Schedule 16 –Terms of Payment for Construction of R&R Colony

Terms of Payment

A.Five percent (5%) of the cost towards construction of R&R Colony as initial advance amount as interest bearing (interest @14% per annum) on

i.Beginning of the Development Stage,

ii.Submission of unconditional Bank Guarantee covering 110% of the advance amount along with the interest as per the formats provided by the Owner which shall be initially kept valid up to ninety (90) days beyond the schedule date of completion of Development Stage. However, in case of delay in completion of these facilities, the validity of this Bank Guarantee shall be extended by the period of such delay, and

iii.Approval of Master network and detailed PERT network on the work schedule for construction of R&R Colony.

iv.Submission of unconditional, irrevocable Bank Guarantee for the amount of Contract Performance Guarantee as per the formats provided by the Owner.

B.A further Five percent (5%) of the cost towards construction of R&R Colony as initial advance amount as interest bearing (interest @14% per annum) on

i.Fulfilment of conditions mentioned at item no. A (i), A (iii), and A (iv) of Schedule -16.

ii.On certification of Owners representative that the Mine Operator has opened his office at Site and mobilized the plant & equipment and

iii.Submission of unconditional Bank Guarantee covering 110% of the advance amount along with the interest as per the formats provided by the Owner which shall be initially kept valid up to ninety (90) days beyond the schedule date of completion of Development Stage. However, in case of delay in completion of these facilities, the validity of this Bank Guarantee shall be extended by the period of such delay.

C.Eighty percent (80%) of cost towards construction of R&R Colony against different milestones involved in construction of R&R Colony shall be as per terms and conditions provided at Appendix 1 of Schedule 2.

D.Ten percent (10%) of the cost towards construction of R&R Colony on Final Acceptance of the R&R Colony.

Note 1: The recovery of the interest component on the interest bearing advance amount shall be made from the progressive payments released to the Mine

Operator. The amount of interest to be recovered from a particular bill shall be calculated @ 14% per annum on the value of advance corresponding to the %age of total progressive payment being released .The period for which the interest is to be calculated shall be reckoned from the date of release of the advance payment to the actual date of release of the said

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Sl.	Name of Drawing	Scale	Plates	Drawing Nos.
No.			Nos.