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Tender for Annual Maintenance Contract for Distributed Control System and Programmable Logic Control at Process cum

Living Quarter Platform (PLQP) and Onshore Gs Terminal situated off the coast of Kakinada, Andhra Pradesh.

TENDER NO.: GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029

GUJARAT STATE PETROLEUM CORPORATION LTD.


GSPC Bhavan, 6th Floor, Behind Udyog Bhavan, Sector-11, Gandhinagar - 382 011, Gujarat, India Phone No: +91-79-6670 1605/ 1621 Fax No: +91-79-2323 6375

October 2013

DISCLAIMER 1. All information contained in this Tender Document and all annexures, appendix, schedules, forms thereof (the Tender Document), or which information is subsequently provided, by or on behalf of Gujarat State Petroleum Corporation Limited (the Company or GSPC) is being provided to the Bidder(s) for the purpose of inviting Bids and does not constitute nor should be interpreted as an offer. 2. This Tender Document is meant to provide information only and is issued upon an express understanding and agreement that the Bidders will use it only for the purpose of preparing and submitting the Bid and for the purpose necessarily associated herewith and for no other purpose whatsoever. 3. The purpose of this Tender Document is to provide the Bidders with basic and preliminary information to assist them in the preparation of their Bids for provision of maintenance services for Distributed Control System (DCS) and Programmable Logic Control (PLC) at Process cum Living Quarter Platform (PLQP) and Onshore Gas Terminal situated off the coast of Kakinada, Andhra Pradesh and for no other purpose, and is not intended to form the basis of any decision on part of the Bidder(s) to proceed with the Bid. 4. The Company makes no representation or warranty, express or implied, as to the accuracy, correctness and completeness of the information contained in the Tender Document. Each Bidder must conduct its own investigation and analysis and should check the accuracy, reliability and completeness of the information and obtain independent advice in relation to the same from appropriate sources. 5. While this Tender Document has been prepared in good faith, neither the Company nor its consultants, officers or employees make any representation or warranty or shall have any responsibility or liability whatsoever in respect of any statements or omissions here from. Nothing in this Tender Document shall be construed as legal, financial or tax advice. Any liability is accordingly expressly disclaimed by the Company, its consultants, partners, Affiliates, their respective officers, agents and employees even if any loss or damage is caused by any act or omission on the part of the Company, its consultants, partners, Affiliates, their respective officers, agents or employees, whether negligent or otherwise. 6. By acceptance of this Tender Document, the Bidders agree that information contained herein supersedes document(s) or earlier information, if any, in relation to the Scope of Work. This Tender Document and any information herewith will be superseded by any later written information on the same subject made available to the recipient by or on behalf of the Company. 7. Each Bidder agrees, understands and accepts that the information contained in this Tender Document is subject to change without notice. Further, in no event, may it be assumed that there shall be no deviation or change in any of the information mentioned herein. The Company, at its own discretion, without any obligation to do so, may, update, amend or supplement any information contained in this Tender Document, including the evaluation methodology, at any time prior to the submission of the Bids. 8. Each Bidder unconditionally agrees, understands and accepts that the Company reserves the right to accept or reject any or all Bids without giving any reason. Neither the Company nor its
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employees or advisers shall entertain any claim of any nature, whatsoever, including without limitation, any claim seeking expenses in relation to the preparation of Bids. 9. This Tender Document has not been filed, registered or approved in any jurisdiction. Recipients of this Tender Document resident in jurisdictions outside India should inform themselves of, and observe any applicable legal requirements. 10. Each prospective Bidder must conduct its own analysis of the information contained in this Tender Document, to correct any inaccuracies therein and is advised to carry out its own investigation into the proposed opportunity, the regulatory regime which applies thereto and all matters pertinent to the proposed opportunity and to seek its own professional advice on the legal, financial, regulatory and taxation consequences of entering into any agreement or arrangement relating to the proposed opportunity. 11. The Company reserves the right at any time to alter, amend, modify, cancel and recall the Tender Document or any part of it. The Bidders shall be required to submit the Bid in relation to this Tender Document as so amended. 12. The Company is not bound to accept any or all the offers. The Company reserves the right to reject any or all the offers without assigning any reason. The Company further reserves the right to negotiate with any or all Bidders in relation to their offers. No Bidder shall have any cause of action or claim against the Company or its officers, employees, consultants, agents, successors or assignees for rejection of its offer. 13. All Bids, including any and all supporting documents submitted therewith, pursuant to this Tender Document, once submitted, shall become the property of the Company. Provided however, any intellectual property rights existing in the information contained in such Bid will remain the property of the Bidder (or other persons, as appropriate) submitting that Bid. Provided further that the Bidder shall have deemed to have licensed and authorised the Company, its officers, employees, advisers, consultants and agents to copy, adapt, disclose or to use, as the Company may deem fit, all information and material contained in the Bid for the purposes of the Bid process including, without limitation, evaluation of the Bids. For abundant caution it is hereby expressly clarified that the Company and/or its employees, officers, consultants, advisers or other representative may make such copies of the Bids as they, in their sole discretion, may require. 14. Any extension of time to be granted to any Bidder for submission of its Bid shall be at the sole discretion of the Company. Each Bidder should satisfy itself that the Tender Documents are complete in all respects. In the event that the Tender Document or any part thereof is mutilated or missing, the Bidder shall notify the Company immediately at the following address: Sr. Manager (Commercial) 6th Floor, North wing, GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar - 382 010, Gujarat, India Phone No: +91-79-6070 1605/ 1621 Fax No: +91-79-2323 6375

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In the event such written notice is not received at the aforementioned office within 15 days from the date of issue of the Tender Documents to the Bidder, the Tender Documents received by the Bidder shall be deemed to be complete in all respects. 15. The laws of the Republic of India are applicable to this Tender Document. Courts in [Gandhinagar, Gujarat, India] shall have exclusive jurisdiction in relation to any disputes arising from this Tender Document. 16. Each interested persons acceptance of delivery of this Tender Document constitutes its agreement to, and acceptance of, the terms set forth in this Tender Document.

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Table of Contents
1.0 2.0 Invitation to Bidders Instruction to Bidders

SCHEDULES: Schedule A Schedule B Schedule C Schedule D Model Contract Project Information Scope of Work Price Schedule

ATTACHMENTS: Attachment 1: Bidders Response Acknowledgement Form Attachment 2: Proforma for Letter of Authority Attachment 3: Proforma of Performance Bank Guarantee Attachment 4: No Gift Representation Attachment 5: Proforma for Deviations Attachment 6: Check List Attachment 7: List of Approved Banks ANNEXURES: Annexure 1: Cut-Out Slip for Priced offer Annexure 2: Cut-Out Slip for UnPriced offer Annexure 3: Cut-Out Slip for Outer envelope Annexure 4: Bid Form

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1.0 INVITATION TO BIDDERS Gujarat State Petroleum Corporation Limited GSPC Bhavan, 6th Floor, Behind Udyog Bhavan, Sector-11, Gandhinagar - 382 010, Gujarat, India Phone No: +91-79-6670 1605/ 1621 Fax No: +91-79-2323 6375 REQUEST FOR QUOTATION Bid Issue Date: 19th October 2013 Last date and time for receipt of Bid (Bid Due Date): 11th November 2013 (1700 Hrs IST) A consortium of Gujarat State Petroleum Corporation Ltd. (GSPC or the Company), Jubilant Onshore Drilling Private Limited (hereinafter referred to as JODPL) and GeoGlobal Resources (India) INC. (hereinafter referred to as GGR) has entered into a Production Sharing Contract (PSC) dated February 4, 2003 with the Government of India, with respect to the Exploration and Development of the KG-OSN-2001/3 Block located on eastern coast of India (Contract Area or Block). GSPC, acting as the Operator for and on behalf of the consortium of GSPC, JODPL and GGR under the PSC and the Joint Operations Agreement dated August 7, 2003 (JOA), is responsible for the operation of the Block. GSPC has discovered a significant reserve of gas in the western part of KG block and discovery has been named as Deen Dayal West (DDW) with the KG#8 discovery well located 15 KM offshore in 60 meters of water depth. The reservoir is characterized by high temperature and high pressure. Surface facilities for DDW Development has been planned to consist of four components: (i) a Wellhead Platform (WHP Project), (ii) a Process cum Living Quarters Platform, (iii) Multiphase subsea pipeline to OGT with slug catcher, and (iv) an Onshore Gas Terminal (OGT Project). Through this Tender Document, GSPC invites Bids for the provision of Annual Maintenance Contract for Distributed Control System (DCS) and Programmable Logic Control (PLC) at Process cum Living Quarter Platform (PLQP) and Onshore Gas Terminal situated off the coast of Kakinada, Andhra Pradesh in the Contract Area, as set forth in this Tender Document. Outlined hereinafter, is a comprehensive Bid package that you are requested to go through carefully. The Tender Document is not the final document and GSPC reserves the right to amend or vary the Tender Document at any time prior to the Bid Due Date and to negotiate subsequent modifications to the Tender Document to satisfy GSPCs requirements. This Tender Document is meant for the exclusive purpose of inviting Bids for the provision of Annual Maintenance Contract (AMC) services for Distributed Control System (DCS) and Programmable Logic Control (PLC) at Process cum Living Quarter Platform (PLQP) and Onshore Gas Terminal situated off the coast of Kakinada, Andhra Pradesh in the Contract Area and must not be relied upon, transferred, reproduced or otherwise used for purposes other than that for which it is specifically issued without the prior permission of GSPC. Your Bid must be in compliance with the requirements, Specifications, and other applicable attachments, including all the terms and conditions mentioned in this Tender Document. Any Bid containing any major exceptions/deviations to the terms and conditions (except in relation to the accordance with the Tender Document) shall be liable to be rejected at the sole discretion of GSPC.
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Evaluation of Bids for awarding the Contract will be based on the most advantageous offer reflecting a combination of price, quality of service, personnel, equipment and consumables and a commitment to ensure on-time services/delivery. However, weightage to be given to each of the above elements shall be at the sole discretion of GSPC. GSPC reserves the right to reject or accept, in whole or in part, any Bid, waive formalities in the Bidding process, or to negotiate any terms and conditions terms with any Bidder when such is deemed by GSPC to be in its best interest. GSPC will be under no obligations to provide reasons for accepting or rejecting a Bid. The Bidders Response Acknowledgment Form (as indicated in Attachment -1) must be completed and returned via facsimile transmission / email within two (2) working days of the receipt of the Tender Document. This is solely for the knowledge of GSPC about the total number of expected responses, and to ensure that the Bidders have received the Tender Document. If a Bidder does not intend to submit a Bid, it should so state in the Bidders Response Acknowledgment (see Attachment -1). Non-compliance with any of the Bidding instructions, and/or receipt of a Bid after the Bid Due Date may lead to rejection of Bid. GSPC takes no responsibility for delay, loss or non-receipt of Bids or any letter sent by post. Sincerely Yours, For, Gujarat State Petroleum Corporation Ltd.

__________________________ Rupesh Shah Sr. Manager (Commercial)

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2.0 INSTRUCTION TO BIDDERS 1. Indicative Non-Binding Project Information Gujarat State Petroleum Corporation Ltd (GSPC or Company) is the Operator of Block KG-OSN-2001/3 located at Eastern Onshore of India off the coast of Yanam Kakinada, Andhra Pradesh (Contract Area), acting for and on behalf of a consortium of JODPL, GGR and the Company in terms of the Production Sharing Contract dated February 4, 2003 (PSC) and Joint Operations Agreement dated August 7, 2003 (JOA). The Company has discovered a significant reserve of gas in the western part of the Contract Area and discovery has been named as Deen Dayal West (DDW) with the KG#8 discovery well located 15 KM offshore in 60 meters of water depth. The reservoir is characterized by high temperature and high pressure. Surface facilities for Deen Dayal West Development has been planned to consist of four components (i) a Wellhead Platform (WHP Project), (ii) a Process cum Living Quarters Platform (iii) Multiphase subsea pipeline to OGT with slug catcher and (iv) an Onshore Gas Terminal (OGT Project). 2. 2.1 General Instructions This Invitation for Bids, issued by GSPC is open to the invited parties only (Bidders). Bidders must review the Tender Document, Technical Specifications, Scope of Work and ensure that the Works and the Equipment/materials/consumables/chemicals/personnel being offered are as per the Tender Document. GSPC retains the right to modify the terms of the Tender Document and/or any of the sections/attachments/formats thereto at any time prior to Bid Due Date. The Bidder is expected to examine the Tender Document, including all instructions, forms, terms, Specifications, conditions, drawings and other documents and requirements of the Tender Document. Failure to furnish all or any information required by the Tender Document or submission of a Bid not responsive to the Tender Document in every respect may result in the rejection of the Bid. Bidders shall be deemed to have understood and taken into account all the terms and conditions prescribed in the Tender Document. Bids submitted by fax or e-mail shall be summarily rejected. However, a Bidder can intimate by fax the date on which the Bid package was dispatched. Responsibility for the timely submission of the Bid package before the Bid Due Date rests solely with the Bidder. Bidders are encouraged to submit the Bids early. GSPC shall open the Bids only after the Bid Due Date. All Bids shall be opened at one time. Once a Bid is submitted no changes will be permitted to be made by the Bidder except in relation to clarifications sought by GSPC on the Bid. Bidders should indicate in their proposal the legal entity which will be executing the Contract. The Bid shall be duly signed and sealed by the authorized representative of the Bidder.
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2.2

2.3

2.4

2.5

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2.6

The terms and phrases not defined in this Section shall have the meaning assigned to them in the General Conditions of Contract or elsewhere in the Tender Documents. Specific Instructions Bidders interested in submitting the Bids must complete and return the Bidders Response Acknowledgment Form (as indicated in Attachment -1) via facsimile transmission / e-mail within two (2) working days of receipt of the Tender Document. This is solely for the knowledge of GSPC about the total number of expected responses, and to ensure that the Bidders have received the Tender Document. If a Bidder does not intend to submit a Bid, it should so state in the Bidders Response Acknowledgment (see Attachment -1). Tender Document The scope of Contract, Bidding procedures and Contract terms are prescribed in the tender documents. The tender documents comprises of following sections (Tender Document or Tender Documents): 1.0 Invitation for Bids 2.0 Instruction to Bidders SCHEDULES: Schedule A Schedule B Schedule C Schedule D -

3. 3.1

4. 4.1

Model Contract Project Information Scope of Work Price Schedule

ATTACHMENTS: Attachment 1: Bidders Response Acknowledgement Form Attachment 2: Proforma for Letter of Authority Attachment 3: Proforma of Performance Bank Guarantee Attachment 4: No Gift Representation Attachment 5: Proforma for Deviations Attachment 6: Check List Attachment 7: List of Approved Banks ANNEXURES: Annexure 1: Cut-Out Slip for Priced offer Annexure 2: Cut-Out Slip for UnPriced offer Annexure 3: Cut-Out Slip for Outer envelope Annexure 4: Bid Form 4.2 The Bidder is expected to examine all instructions, forms, terms and Specifications in the Tender Documents. It is imperative for each Bidder to fully inform himself of all Indian as well as local conditions, factors and applicable laws that may have any effect on the execution of the Work covered under the Tender Documents. No request will be considered for clarifications from GSPC regarding such conditions, factors and applicable law. It is
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understood and agreed that such conditions, factors and applicable law have been properly investigated and considered by the Bidders while submitting the Bids. Failure to do so shall not relieve the Bidders from responsibility to estimate properly the cost of performing the Work within the provided timeframe. GSPC will assume no responsibility for any understandings or representations concerning conditions made by any of his officers or agents prior to award of the Contract. No claims whatsoever, including those for adjustment of time schedule or financial adjustment to the Contract, will be considered by GSPC. GSPC shall not permit any changes to the time schedule of the Contract or any financial adjustments arising from the Bidders lack of knowledge and its effect on the cost of execution of the Contract. 5. 5.1 Exceptions / Deviations: Bidders will submit the Bid form in its entirety and no alterations will be made to the form or the wording therein. The Bidders may however, make/take exceptions/deviations to the terms and conditions of the Tender Document, including those pertaining to clauses affecting prices, provided that such deviations/exceptions must be clearly stated in the format provided in Attachment-6 and in no other format at the time of submission of the Bid itself. No exceptions/deviations taken by the Bidder after the submission of the Bid shall be entertained. Where no exceptions/deviations are made/taken, Bidders must return the form in Attachment-6 marked as not applicable, along with the submission of the Bid. Deviations listed elsewhere in the Bid shall be summarily rejected and ignored. The following clauses in the Contract are vital and if any exceptions /deviations are taken from the stipulations of these clauses, such Bids shall be liable to rejection: Clause 12 Clause 13 Clause 14 Clause 17 Clause 19 Clause 20 5.2 Indemnity and Liability Liquidated Damages Performance Bank Guarantee Termination of Contract Governing Law Dispute Resolution

In case no exception/deviations are made/taken by the Bidder in the format provided in Attachment6 along with the submission of the Bid, the Contract contained in this Tender Document shall be deemed to have been accepted by the Bidder. Preparation / Submission of Bids The Bids shall be submitted only in the name of the Bidder in whose name the Tender Documents were issued by the Company. The original Tender Documents as received by the Bidder along with Bidder's Bid as prepared by the Bidder in original and all other required attachments as given in Clause 6 and elsewhere in the Instructions to Bidders, including
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6. 6.1

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without limitation, descriptive literature and any other information required to be furnished by the Bidder pursuant to the Tender Document, shall be construed to constitute the Bid. All Bids shall be prepared and submitted in two parts, i.e. Technical Unpriced Bid and Commercial Price Bid. All Bids shall be prepared in English language only, by typing or printing with indelible black ink. 6.2 All Bids shall be prepared and submitted in accordance with the Specifications in the Tender Document. Failure to furnish all information required in the Tender Document or submission of a Bid not responsive to the Tender Document in every respect may result in rejection of the Bid. Each of the Technical Unpriced Bid and Commercial Price Bid shall be prepared and submitted in one original and one copy of the original along with one DVD containing the bid offer. In the event of a discrepancy between the original and copy of the Bid, the original shall govern. The Bidders Bid and the documents attached thereto shall be considered as forming part of the Contract documents. Each of the Technical Unpriced Bid and Commercial Price Bid shall be properly identified as Original - Technical Unpriced Bid & Copy - Technical Unpriced Bid / "Original Commercial Price Bid" & "Copy - Commercial Price Bid". The Original - Technical Unpriced Bid along with the one Copy - Technical Unpriced Bid shall be submitted in a separate sealed envelope, with all pages serially numbered. The same procedure shall be adopted for the submission of the Original - Commercial Priced Bid and Copy - Commercial Priced Bid. If any deviation / exception in either the Technical Unpriced Bid or Commercial Price Bid is taken, the Bidder must advise GSPC separately as per guidelines/format provided in this Tender Document. Technical Unpriced Bid

6.3

6.4

6.5

6.6

6.6.1 The Technical Unpriced Bid must conform to the following requirements: (i) The Bidder must adhere to the Technical Specification requirements as mentioned in the Tender Document and state the same in the Technical Unpriced Bid. The Bidder must state in its Technical Unpriced Bid that it has experienced personnel available in the number and disciplines required for the Scope of Work and performance of the Works to the satisfaction of GSPC, and that it will commit the resources needed to carry out the Works in a timely, workman like and professional manner. The Bidder is required to satisfy GSPC regarding the Bidders capabilities and experience. The Bidder shall indicate the manner in which it plans to monitor, co-ordinate, control cost and schedule performance of the Works. The location and description of Bidders facilities from where the Bidder intends to coordinate the Works must be indicated and should be made available for inspection by GSPC.
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(ii)

(iii)

(iv)

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(v)

The Bidder shall ensure compliance with Companys insurance and Performance Bank Guarantee requirements as provided in this Tender Document. If a Bidder is not already pre-qualified with GSPC, GSPC reserves the right to consider such Bidders Bid subject to Bidder getting Pre-qualified with GSPC. All the technical attachments should be submitted along with the Technical Unpriced Bid, including compliance with Technical Specifications. All Price information should be left blank.

(vi)

(vii)

(viii) 6.7

Commercial Priced Bid Requirements.

6.7.1 The Commercial Priced Bid must conform to the following requirements: (i) Prices must be quoted in Indian Rupees (INR) in case of Indian Bidders and in United States Dollars(US$) or Indian Rupees (INR) or any combination of these two currencies in case of foreign Bidders. The foreign exchange rates prevailing on the Bid Due Date (RBI Reference Exchange Rate from its website) shall be considered for evaluation and comparison of Commercial Priced Bids. Indian Bidders (which shall include any company incorporated in India) shall be paid in Indian Rupees only and Foreign bidders shall be paid in the quoted currencies Prices quoted in the Commercial Price Bid should conform to the format provided therein. Prices quoted in the Bid shall be firm and binding for the agreed Term of the Contract or Thirty Six (36) months from the Bid Due Date, whichever is later. No interest shall be paid by GSPC on delayed payments, if any. The price shall be quoted both in words and figures, clearly and legibly. In case of any discrepancy in the amounts mentioned in words and figures, the amount in words shall govern. No overwriting shall be allowed. All scoring and cancellations should be countersigned by the Bidder. In case of illegibility, the interpretation of GSPC shall be final. All entries shall be in English language only. The Commercial Price Bid must be a comprehensive package which should include all price information.

(ii)

(iii)

(iv)

6.8

Bid Security/Earnest Money Deposit - Deleted

6.9

The entire Bid (comprising of the Technical Unpriced Bid and Commercial Price Bid) must be placed in a cloth-lined envelope duly sealed and superscribed as per Annexure-3 Cut-out slip. The Bids shall be sent to the following address:
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6.10

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Sr. Manager (Commercial) 6th Floor, North wing, GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar - 382 010, Gujarat, India Phone No: +91-79-6670 1605 Fax No: +91-79-2323 6375 6.11 The Bidder has the option of sending the Bids by courier or registered post or submitting the Bids in person and shall ensure that the Bid shall reach GSPC at the mailing address indicated above by the Bid Due Date specified herein. Bids submitted by facsimile or e-mail shall be summarily rejected. The Bids submitted shall become the property of GSPC with no obligation to return the same to the Bidder. Signature on the Bids: The Bid must contain the name and place of business of the person or persons making the Bid and each page of the Bid must be signed and stamped by the Bidder with his usual signature. The names of all persons signing should also be typed or printed below the signature. Bids by a corporation/ company must be signed with the legal name of the corporation/company by the president, managing director or by the secretary or other person or persons authorised to sign the Bid on behalf of such corporation/ company in the matter with the official seal of company. Satisfactory evidences (e.g. board resolution in case of companies) of authority of the person signing on behalf of the Bidder shall be furnished with the Bid. The Bidders name stated on the Bid shall be the exact legal name of the Bidder. Erasures or corrections or overwriting in the Bid documents, if any, shall be initialled by the person signing the Bid failing which the Bid shall be liable for rejection. Bids not conforming to the above requirements are liable to be rejected. Bid Evaluation Prior to the detailed evaluation, GSPC will determine the responsiveness of each Bid to the Tender Document, and examine the Bids to determine whether they are complete, whether required documents have been furnished, whether the documents have been properly signed, and whether the Bid is generally in order. Thereupon, Bids shall be evaluated in two parts. The Technical Unpriced Bid of the Bidder will be opened and evaluated first. If the offer is technically acceptable; has provision for acceptable alternatives to the requirements and Specifications specified in the Tender; and conforms to other non-commercial requirement, to the satisfaction of GSPC, then the Commercial Price Bid of the Bidder will be opened and evaluated.
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6.12

7. 7.1

7.2

7.3 7.4

7.5 8. 8.1

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8.2

If the Bidder submits any incorrect or false or misleading information in its Bid, GSPC will reserve the right to reject such Bid. If at any time (irrespective of whether the Contract has been awarded), it is found that the documents, information, averments and/or data submitted by the Bidder in the Bid, and based on which the Bidder has been considered eligible or successful or has been awarded the Contract is incorrect or false or misleading to the extent that had the correct or true information been made available to GSPC at the time of Bid evaluation, the Bid would have been declared ineligible or unsuccessful, the Bidder shall be forthwith disqualified or, as the case may be, the Contract awarded based on such incorrect or false or misleading information shall be cancelled and the Bid Security /Performance Bank Guarantee deposited shall be appropriated by GSPC towards GSPCs cost, loss and damage to GSPC. GSPC reserves the right to reject any Bid in part or full without assigning any reasons thereof. Policy for Bids under Consideration Bids shall be deemed to be under consideration immediately after they are opened. While the Bids are under consideration, Bidders and/or their representatives or other interested parties are advised to refrain from contacting by any means, GSPC and/or its employees/ representatives / consultants on matters related to the Bids under consideration. GSPC, if necessary will obtain clarifications on the Bids by requesting for such information from any or all the Bidders, in writing as may be necessary. The Bidder will not be permitted to change the Bid after the Bid Due Date.

8.3

9.

10. 10.1

Validity Period The Bids shall be kept valid for acceptance for a period of One Hundred & twenty (120) days from the Bid Due Date. GSPC reserves the right to extend the Bid validity period as may be required subject to a period of further Three (3) months from the Bid Due Date. In the event of such extension of the validity period of the Bids, all other terms and conditions including the provisions relating to Bid Security shall also continue to be valid for the period of such extension and the Bidders shall duly make efforts to ensure that this condition is complied with and shall bear any costs in this regard. Further in the event of negotiations, the quotations shall automatically be extended until the earlier of 30 days or when the negotiations are completed and the Contract is signed. During the Bid validity period, the Bidders shall not withdraw or amend the Bids. A Bid valid for a shorter period shall be liable for rejection by GSPC.

11. 11.1

Deadline for Submission of Bids Bids must be received by GSPC at the address specified in the Tender Document not later than the date and time prescribed as the Bid Due Date in the Invitation letter and the Tender Document.

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11.2

GSPC may at its discretion extend the deadline for the submission of Bids by amending the Bid Due Date in the Tender Document, in which case all rights and obligations of GSPC and the Bidders will be subject to the Bid Due Date as extended. In case of an unscheduled holiday in Gandhinagar, Gujarat (India) being declared on the prescribed Bid Due Date, the next working day will be treated as the Bid Due Date. Bid Clarification Bidders may seek clarifications in respect of the Tender Documents. Such requests for clarifications must be sent in writing by e-mail to the following addresses: rupesh@gspc.in, and sumits@gspc.in . Such requests for clarifications, if any, should reach GSPC within Seven (7) days of issue of tender. GSPC shall issue written interpretations and/or clarifications as it may deem fit in writing or by e-mail or fax to all the prospective Bidders who have indicated their intention to submit the Bids by way of Bidders Response Acknowledgment Form. All such clarifications by GSPC shall form part of the Tender Document. Any verbal clarifications or information given by GSPC or its consultants or employees shall not in any manner be binding on GSPC. A Bid clarification meeting may be organised, if necessary at GSPCs offices in Gandhinagar or any other place designated by GSPC. Any clarifications issued by GSPC pursuant to the Bid clarification meeting shall be binding on all Bidders and form a part of the Tender Document. No extension of time for submission of Bids shall be granted on account of Bidders request for clarification / information. Late Bids GSPC reserves the right to reject / accept the Bid submitted after the deadline for submission of Bids prescribed by GSPC pursuant to Clause 11.

11.3

12. 12.1

12.2

13.

14. 15.

Deleted Drawing Submittal Requirements Where required in the Tender Document or where necessary to support the Bid, the Bidder shall furnish typical outline, assembly, arrangement and sectional drawings and any additional drawings, data and documentation necessary for the Bid to be fully evaluated. Bidder shall complete and return all data sheets issued with the Tender Document.

16.

Language of the Bid The Bid submitted by the Bidder and all correspondence, documentation and drawings pertaining to the Bid shall be in the English Language. Any printed literature / material furnished by the Bidder in any other language shall be accompanied by an English translation, in which case. For the purposes of interpretation of the Bid, the English translation shall govern. Failure to comply with this may lead to rejection of the Bid, at the sole discretion of GSPC.

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17.

Deputation of representatives for discussion After opening of the Bids, if GSPC desires to have discussions, the Bidder shall depute its representatives at short notice with full authority for finalising technical parameters as well as the commercial terms and conditions of the Contract.

18.

Right to accept or reject Bids GSPC reserves the right, at its discretion, reject any and all Bids received or to accept any Bid which, in GSPCs sole judgment and discretion, is the most advantageous to GSPC, without thereby incurring any liability to the affected Bidders or any obligation to inform the affected Bidders of the grounds or reasons for GSPCs actions. Any such action will not be called into question and the Bidders shall have no claim in that regard against GSPC. GSPC shall issue a Work Order / Letter of Award (LoA) to the successful Bidder.

19.

Negotiation with Bidder The Company shall have right to negotiate with the Bidders on technical as well as commercial terms of the Tender.

20.

Signing of Contract. On the Bid being accepted by GSPC, the successful Bidder (Contractor or Successful Bidder) shall be required to execute a Contract agreement (hereinafter referred to as the Contract) as per the Contract attached herewith at the earliest but no later than 30 days from the issuance of GSPCs Work Order/LOA. The enclosed General Conditions of Contract shall form the basis and part of the final Contract to be entered into between GSPC and the successful Bidder. The Bidders must carefully go through the terms and conditions given in the Tender Document and their Bids should be in line with the terms and conditions specified therein. The Contractor shall present itself for signing of the Contract with proper corporate authority and power of attorney and other requisite materials.

21.

Performance Bank Guarantee The Contractor shall furnish to GSPC a Performance Bank Guarantee (PBG) for 10% of the One year Contract Value or Estimated Annual Contract Value within Twenty One (21) days of issue of the Work Order/LOA in the format as given in Attachment-3 to the Tender document from any one of the approved banks, whose name is mentioned in Attachement-8 List of Approved Banks.The Contractor, by furnishing the Performance Bank Guarantee, shall guarantee the performance of the Contract and shall also guarantee that the Works and the material/Equipment/consumables/chemicals so supplied under the Contract shall be in strict conformity with the Specifications and conditions of the Contract. It will be the Contractors responsibility to revalidate the Performance Bank Guarantee document during the Term of the Contract.

22.

No Claim for Compensation for Submission of Bid


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22.1

The submission of any Bid connected with the Tender Document and the Specifications shall constitute an agreement that the Bidder shall have no cause of action or claim against GSPC for rejection of its Bid. The Bidders whose Bids are not accepted shall not be entitled to claim any costs, charges and expenses incidental to or incurred by them through or in connection with their submission of Bids or their consideration by GSPC, even though GSPC may elect to modify/withdraw the Tender Document or not accept the Bids. Payment Terms Compensation to the Contractor shall be made in currency in which the prices have been quoted and in accordance with terms of the payments as mentioned in the Tender and stipulated in the LOA/Contract.

23.2

24.

25. 25.1

Taxes & Duties and Approvals The Bidders shall quote their prices inclusive of any or all taxes and duties that are applicable including marine transport, marine insurance on a CIF basis at the designated port of delivery or site location in India, except Service Tax. Service tax, if applicable, will be paid by GSPC along with the invoice in accordance with the Contract. Except for service tax (if applicable to Services provided under the Contract), prices shall reflect delivery inclusive of all applicable fiscal charges including but not limited to taxes, fees, duties, cess, licenses, import duties, personal income tax, corporate tax, excise duty, VAT and similar rates and fees, freight, insurance and similar expenses. The Contractor shall be responsible to obtain at its own cost, all required clearances/ permits/ consents, wherever applicable and required for the performance of the Contractors obligations under the Contract, from the Government of India / concerned State Governments, authorities or agencies or political sub-divisions thereof. Change Orders GSPC shall have the right to make any changes, including additions to or deletions from the quantities originally ordered or in the Specifications or include additional items or in provision of Services in the Contract. The quoted and finally negotiated Rates shall be valid and firm for Thirty Six (36) months from the Mobilization Date or up to the Term of the Contract, whichever is later. GSPC will issue written orders to Contractor for any changes or extra work, except in the event of an emergency which in the opinion of GSPC requires immediate attention, GSPC will be entitled to issue oral orders to the Contractor for any Work required by reason of such emergency. GSPC shall ensure that such oral orders shall be followed up with written communication.

25.2

26.

27.

Sub-Contractors

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27.1

The Contractor shall have the right to appoint Sub-contractors for partial performance of the Scope of Work. GSPC shall have the right to approve the Sub-contractors appointed by the Contractor for partial performance of the Works, prior to their appointment. The Contractor shall be responsible for all its Sub-contractors acts and omissions in the performance of the Works and shall indemnify GSPC for any costs, losses and expenses resulting from any acts of the Sub-contractor. Approval of the appointment of the Sub-contractor by GSPC shall not imply that the Sub-contractor has recourse to GSPC. The Sub-contractor shall have recourse only to the Contractor and the Contractor shall ensure that it enters into similar agreements with its Sub-contractors. Bidders are also required to furnish Letter of Authority from the manufacturers from whom the Bidder proposes to procure and supply the material against this tender. Product & Services All Works and products/Equipment/consumables/chemicals/Services supplied must meet the requirements of the applicable codes and comply with the Technical Specifications of the Tender Document.

27.2

28.

29. 29.1

Other Instructions Bidder shall indicate the personnel level and nationalities to be provided in order to meet the requirements of Bidders proposal. Key personnel are required to be fluent enough to read, write and speak English. On award of the Contract, the Contractor shall obtain all clearances, permissions from statutory authorities for expat crew / personnel clearance from Ministry of Home Affairs etc. at its own cost, prior to commencement of the Works, in accordance with applicable laws. Notwithstanding any information and data, which may be contained in this Tender Document, the Bidder has to make independent inquiries and generally obtain its own information on all matters that may in any way affect prices, risks and obligations of the Contractor under the Contract. It will be imperative on each Bidder to, at its cost and responsibility, fully inform itself of all local conditions and factors, which may have any effect on the execution of the Works, covered under these Specifications and Tender Documents. In their own interest, the Bidders are requested to familiarise themselves with the Income-Tax Act, 1961; The Companies Act, 1956; Customs Act, 1962; Indian Boiler Regulations, Electricity Laws, Labour Laws, Service Tax matters, Works Contract Tax and other related acts, rules, regulations and laws prevalent in India read in conjunction with the amendments issued, if any. It must be understood and agreed that such factors have properly been investigated and considered while submitting the Bid. Lack of understanding of local conditions and laws/regulations outlined above and specified elsewhere in the specification, will not be entertained as a reason for any adjustment of price /or for extension of time of completion of the Works under this Contract. Splitting of Work
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29.2

29.3

29.4

30.

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GSPC shall be entitled to split the work and / or award the part of work under the tender to one or more bidders in any manner that in the opinion of GSPC is more favourable to it. 31. Other rights of GSPC Notwithstanding anything to the contrary contained in this Tender Document, GSPC reserves the right, in its absolute discretion without liability, at any stage during the Bid process, to: Require additional information from any Bidder; Vary the terms and conditions of this Tender Document irrespective of whether such variation is to the benefit or detriment of any or all of the Bidders; Terminate further participation of any Bidder, in the Bidding process; Change the structure and timing of the Bidding schedule and/or the Scope of Work; Accept or reject any Bid, without the obligation to give any reasons; Not provide Bidders any reasons for any actions or decisions it may take including in respect of the exercise by GSPC of any or all of the above mentioned rights; Take such other action as it considers, in its absolute discretion, appropriate in relation to the Bidding process and the Scope of Work.

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SCHEDULE A MODEL CONTRACT [To be furnished on stamp paper of adequate value] This Contract Agreement (hereinafter referred to as Contract Agreement) is made and entered into this __day of ____ month of 2013 by and between: 1. Gujarat State Petroleum Corporation Limited (GSPC) a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at GSPC Bhavan, Sector-11, Gandhinagar 382 010, Gujarat, India acting as the operator of the KG-OSN2001/3 Block located on eastern coast of India (Contract Area or Block) for and on behalf of Jubilant Onshore Drilling Private Limited and GeoGlobal Resources (India) INC and itself (hereinafter referred to as Company, which expression shall include the Coventurers, successors, administrators, executors and assigns).

AND 2. ABC Limited, a Company incorporated under the laws of _____ and having its registered office at ___________________________ (hereinafter referred to as Contractor, which expression shall include its successors and permitted assigns).

Each of the Company and the Contractor shall individually be referred to as Party and collectively as Parties. WHEREAS: A. The Company desires to --------------------- as specified by Company in the Tender Document no. -------- dated --------, in the Block as set forth hereinafter; and The Contractor is engaged in the business of providing services to facilitate . The Contractor had participated in the above referred Bidding vide their Bid No dated .. including its amendments, if any and Company after examining the said Bid accepted their aforesaid Bid and awarded the Contract to the Contractor on terms and conditions more specifically contained in its [Work Order / Letter of Award] No.. dated .. and the Tender Documents referred to therein which have been unequivocally accepted by the Contractor. The Contractor represents that it has adequate resources, equipments that can perform satisfactorily in the Block and fully trained personnel capable of efficiently operating such Equipments; and is ready, willing and able to provide services to and carry out auxiliary operations and services for Company as part of the scope and as defined below.
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B.

C.

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D.

The Contractor has familiarized itself with the working environment and site conditions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter provided, the Parties hereby agree as follows: 1. The Contractor agrees to provide Services alongwith tools, Equipments, consumables and personnel required to perform such services (all Services) (fit for purpose to carry out the Scope of Work defined and described elsewhere in the Contract) in accordance with the terms and conditions of the Contract and, in consideration of its due performance and completion of all service to the satisfaction of the Company, the Company agrees to pay the Contractor in accordance with the terms and conditions herein contained. Contract Documents The following documents, together with their respective attachments and appendices, shall be deemed to form and read and construed as an integral part of this Contract (Contract Documents), and the term Contract shall be construed to include this Contract Agreement together with the Contract Documents: (a) (b) (c) (d) This Contract Agreement; General Conditions of Contract; The detailed Work Order / Letter of Award dated ---- issued by the Company; Original Tender Document issued by the Company dated -------, including the Invitation Letter, Instructions to Bidders, General Conditions of Contract, together with all addendum and amendments to the original Tender Document issued, if any (Volume -----); Technical Specifications, drawings and data sheets (Volume ----) Contractors Bid no. ----- dated -------and price schedules; Notification of acceptance of Contractors Bid; All correspondence exchanged between the Company and Contractor in relation to the Tender Documents and the Contract (Volume- ----) [Any other documents to be added here.]

2. 2.1

(e) (f) (g) (h) (i) 2.2

In the event of any ambiguity or discrepancy or conflict between the Contract Documents, the order of priority shall be the order in which the Contract Documents are listed in Clause 2.1 above. Definitions Unless otherwise set forth in this Contract Agreement, capitalized words and phrases used herein shall have the same meanings as are ascribed to them in the General Conditions of Contract.

3.

4.

Effective Date

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The Contract shall be deemed to be effective from date of issuance of the Work Order/LOA by the Company, that is ___________ (Effective Date) and the same Rates, terms and conditions will remain effective till the completion of Works to the satisfaction of the Company. 5. The Contractor shall, perform the Services so as to achieve completion of the whole of the ----------- services in accordance with the terms and conditions of the Contract to fulfil the requirements of GSPC.

In WITNESS WHEREOF, the Parties hereunder have caused this Contract to be executed in duplicate, originals in their respective Corporate names by their respective officers thereunto duly authorized as of the date and year stated above. Executed for and on behalf of Gujarat State Petroleum Corporation Ltd. Executed for and on behalf of ABC Ltd.

(_______________)

(_______________)

Date: Witness: 1._____________________

Date: . Witness: 1.___________________

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GENERAL CONDITIONS OF THE CONTRACT NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter provided, the parties hereby agree as follows: 1.0 DEFINITIONS In the Contract, including the attached Schedules, unless the context otherwise stipulates, in addition to the words and phrases defined elsewhere in the Contract, the following words and phrases shall have the following meanings: 1.1 Affiliate means, in relation to any Party or person, any entity (including without limitation a company) which, directly or indirectly, Controls, or is Controlled by or is under Common Control with such Party or person. Control, for the purposes of this definition, means holding, directly or indirectly, more than 50% of the voting rights of the entity or the ability to control the composition of a majority of its board of directors, whether by contract, law or otherwise, and the terms Controlling, Controlled and Common Control shall be construed accordingly. Applicable law shall mean any law, regulation, legislation, statute, act, byelaw, rule, regulation, directive, ordinance, judicial or quasi-judicial decree, order or notification, policy, protocol, consent, license, approval, permit, judgment, court order, treaty or any treatment thereof, enacted, issued or modified by any Governmental Authority, having jurisdiction over the Parties hereto or subject matter hereof. Approved and Approval shall mean approved or approval in writing by the Company. Claims shall mean and include all actions, proceedings, suits, claims, demands, liabilities, damages, losses, costs, charges, expenses and fines. Company or GSPC shall mean Gujarat State Petroleum Corporation Limited and shall include its Co-venturers, legal representatives, successors and assigns. Companys Equipment shall mean all equipment, appliances, tools, parts and supplies provided by Company and/or the Company Group. Company Group shall mean the Company, its Affiliates, its Co-venturers, and their respective contractors, subcontractors and equipment vendors of any tier, personnel, officers, directors, employees and agents, but excluding the Contractor Group; Company Representative or Engineer-In-Charge shall have the meaning assigned to it in Clause 3.1. Contract Administrator shall have the meaning assigned to it in Clause 3.1(a).

1.2

1.3 1.4

1.5

1.6

1.7

1.8

1.9

1.10 Contract Agreement means the Contract Agreement no. ----- entered into between the Company and Contractor dated ----- for -------, along with all the Annexures, Schedules, Attachments, Appendices and Exhibits.
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1.11 Contract or Agreement shall mean the Contract Agreement entered into between the Company and the Contractor, together with the Contract Documents referred to therein along with any amendments, variations agreed and issued subsequently; and the term Contract shall in all Contract Documents be construed accordingly. 1.12 Contract Documents shall means the documents listed in Clause 2.1 of the Contract Agreement (including all amendments thereto). 1.13 Contract Area shall mean KG-OSN-2001/3 Block in the East Coast of Andhra Pradesh, India and shall mean. 1.14 Contractor shall have the meaning assigned to it in the recitals to the Contract Agreement. 1.15 Contractor Group" means the Contractor, its Affiliates, Subcontractors and Equipment vendors of any tier, and their respective personnel, officers, directors, employees and agents but excluding Company Group; 1.16 Contractors Administrator shall have meaning assigned to it in Clause 3.2. 1.17 Contractors Personnel shall mean each individual and the collective group of Contractors employees, Contractors Subcontractors, and their respective employees, subcontractors, licensees, invitees, agents and representatives, who are provided and/or utilized by Contractor for the performance of the Work. 1.18 Deleted 1.19 Commissioning shall mean pressing into services of the plant(s), equipment(s), vessel(s), pipeline, machinery(ies) or any other section or sub-section of installation(s) as notified by the Company to the Contractor in writing. 1.20 Co-venturers shall mean the consortium members of the consortium owning participating interest in the KG-OSN-2001/3 Block and includes their Affiliates, their successors, subsidiaries, divisions and assigns, their contractors and sub-contractors and agents. 1.21 Designated Base shall mean onshore storage yard and ware housing facilities provided by Company to support operations. However, the Contractor shall store/warehouse its Equipment, consumables and materials at its own costs & risks. 1.22 Drawings shall include maps, plans and tracings or points thereof with any modifications approved in writing by the Engineer-in-Charge and such other drawings as may, from time to time, be furnished or approved in writing by Engineer-In-charge. 1.23 Effective Date shall be the date of issue of LOA/Work Order or as specified by Company. 1.24 Equipment shall mean the equipment along with auxiliary equipment, tools, spare parts, items of plant, facilities, miscellaneous materials, consumables, and all appliances and supplies required in or purchased, rented or furnished for or in connection with the Works by the Contractor as specified herein or in Work Order/LOA.
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1.25 Good Oilfield Practices means good international petroleum and oilfield industry practices with such degree of diligence and prudence reasonably and ordinarily exercised by experienced parties engaged in a similar activity under similar circumstances and conditions. 1.26 Governmental Authority shall mean the government (central, state and local) or any ministry, directorate, department or political subdivision thereof and any person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or law or any other governmental entity, instrumentality, agency, authority, corporation, committee or commission under the direct or indirect control of any such governmental authority, having jurisdiction over the Work performed under this Contract. 1.27 Gross negligence shall mean (i) the intentional failure to perform a manifest duty, in reckless disregard of or wanton indifference to the consequences to the life, health, safety or property of another; or (ii) any act or failure to act which, in addition to constituting negligence, was in reckless disregard of or wanton indifference to the consequences to the life, health, safety or the Parties hereto. 1.28 Guarantee/Warranty shall mean the period and other conditions governing the warranty/ guarantee of the Works executed/ Services provided as per the Contract/Work Order conditions. 1.29 Inspectors shall mean any person or outside agency nominated by Company to inspect Equipment, materials, Services and repair works carried out against Work Order/ Contract stage-wise as well as at final stage as per the set out terms of the Work Order/Contract. 1.30 Letter of Award/ Work Order or LOA/ WO shall mean the letter of Intent or Letter of Award or Work Order issued to the Contractor by Company. 1.31 Mobilization Date shall mean the date when the complete Tools / Equipment along with all auxiliary Equipment (in fit for purpose condition) under reference has been mobilised / reached the Designated Base. 1.32 Performance Bank Guarantee has the meaning assigned to it in Clause 14. 1.33 Performance Test or Guarantee Test shall mean all operational checks tests required to determine and demonstrate capacity, efficiency and operating characteristics as specified in the Contract/Work Order. 1.34 Price Schedule shall mean the price schedule set out in Schedule-D. 1.35 Primary Term shall have the meaning ascribed to the term in Clause 2. 1.36 Rates or Rate or Contract Price shall mean the applicable rates of compensation to be paid to Contractor for Work hereunder as set forth in the Price Schedule. 1.37 Scope of Work shall mean the scope of work set out in Schedule-C hereto.
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1.38 Services or Works shall mean the services and works to be provided by the Contractor under this Contract as more particularly described in the Scope of Work, the LOA/WO along with this Contract, including provision of all Equipment, auxiliary equipment, spares, consumables/chemicals, materials, Contractors Personnel and technical services and support and any other activity necessary for the performance of Scope of Work on the Site in accordance with the Contract, and shall include such other services as may from time to time be agreed in writing between Contractor and Company. 1.39 Site shall mean the lands, Water and other places on or under, in or through which the Services are to be carried out and any other lands or places provided by the Company for the purpose of the Contract together with any other places designated in the Contract as forming part of the site, as more fully described in Schedule-B. 1.40 Specification shall mean all directions, various technical specifications, provisions attached and referred to in Contract which pertain to the method and manner of performing the Work or Services, to the quantities and qualities of the Works and the Equipment / materials to be furnished under the Contract for the Works, as may be amplified or modified by the Company or Engineer-In-Charge during the performance of the Contract in order to provide for the unforeseen conditions or in the best interests of the Work(s). It shall also include the latest edition of relevant Indian Standard Specifications and code including all addenda/corrigenda published before the Effective Date. 1.41 Start-up shall mean the time period required to bring the equipment covered under the Contract/Work Order from an inactive condition, when construction is essentially complete, to the state ready for operation. The start-up shall include preliminary inspection and check out of equipment and supporting sub-systems, initial operation of the complete equipment covered under the Contract/Work Order to obtain necessary pre-trail operation data, perform calibration and corrective action, shut down inspection and adjustment prior to the trail operation period. 1.42 Sub-contractor shall mean any person or firm or company (other than the Contractor) to whom any part of the Work has been entrusted by the Contractor, with the written consent of the Engineer-In-Charge and/or the Company, in accordance with the terms of this Contract. 1.43 Term shall mean the Primary Term and the Extended Term, if any, thereto. 1.44 Termination Date shall mean the time of day and date when the Term hereof expires or when this Contract is terminated, in accordance with the terms hereof, whichever is earlier. 1.45 Trial Operation/ Reliability Test/ Trial Run/ Completion Test shall mean the extended period of time after the start-up period, during which period the unit shall be operated over the full load range. The length of Trial Operation shall be as determined by the Engineer-In-Charge, unless otherwise specified elsewhere in the Contract/Work Order. 1.46 Variation Order or Change Order shall mean the written notice given by the EngineerIn-Charge to effect additions to or deletions from and alteration in the Works, and Contractors acceptance thereof, which shall form part of the Contract.
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1.47 Wilful Misconduct means Intentional disregard of Good Oilfield Practice or proper conduct under the CONTRACT with knowledge that it is likely to result in any injury to any person or persons or loss or damage of property. 1.48 Work shall mean the Work performed by the CONTRACTOR which includes provision of all auxiliary equipment, spares, consumables/chemicals, materials, personnel and technical services & support and any other activity necessary for the performance of Services on the Work Site / Work Location or base in accordance with the scope of the work defined in the CONTRACT. 1.49 Interpretation a. The headings and sub-titles in the Contract are included solely for convenience and shall not be deemed to be part thereof and shall not affect the meaning or operation of the Contract. Words imparting the singular meaning only also include the plural and vice versa except where the context otherwise requires. All instructions, notices, agreements, authorizations, approvals and acknowledgements shall be in writing. Nevertheless, if for any reason it is considered necessary by the Company to give an instruction to the Contractor orally in the first instance, the Contractor shall comply with such instruction. Any such oral instruction shall be confirmed in writing as soon as is possible under the circumstances, provided that, if the Contractor confirms in writing any such oral instruction which is not contradicted in writing by the Company without undue delay, it shall be deemed to be an instruction in writing by the Company. Any reference to statute, statutory provision or statutory instrument shall include any reenactment or amendment thereof for the time being in force. Reference to Applicable Laws shall also include amendments and extensions thereto. All correspondence and communications to be given and all other documentation to be prepared and supplied under the Contract shall be written in English, and the Contract shall be construed and interpreted in accordance with that language. If any of the Contract Documents, correspondence or communications are prepared in any language other than English, the English translation of such documents, correspondence or communications shall prevail in matters of interpretation. Words importing persons or parties shall include natural persons, companies, body corporate, partnerships, firms, corporations and Governmental Authorities. Unless inconsistent with any provision of the Contract, the meaning of any trade term and the rights and obligations of parties there under shall be as prescribed by INCOTERMS 2010. INCOTERMS 2010 means international rules for interpreting trade terms published by the International Chamber of Commerce, 38 Cours Albert 1er, 75008 Paris, France.
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b.

c.

d.

e. f.

g.

h.

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i.

The Parties agree that any amounts payable under this Contract by way of damages or Liquidated Damages are pre-estimated, genuine losses in revenue of the Company on account of any default or delay by the Contractor in performance of any of its obligations under the terms of this Contract and the payment or deduction of Liquidated Damages shall not relieve the Contractor from any of its obligations under the terms of this Contract. The Parties further acknowledge that each of them have obtained independent legal advice in relation to the Contract. The rule of interpretation which requires that an agreement be interpreted against the Person or Party drafting it, shall have no application in the case of this Contract. TERM OF CONTRACT This Contract shall be deemed to have come into effect and force and be binding on the Parties with effect from the Effective Date, and shall remain in effect and be valid till the expiry of Three (3) year from the date of LoA/Work order (Primary Term). The Company may, at its option and sole discretion, extend the Term of the Contract for a further period of 12 months after the expiry of the Primary Term, depending upon the performance of the Contractor, by giving the Contractor a written notice of 15 (fifteen) days prior to the expiry of the Primary Term of the Contract (Extended Term). Any such Extended Term shall be subject to the same terms and conditions of this Contract and shall be at the same Rates and Price Schedules as set out in the Contract.

j.

2.0 2.1

2.2

3.0 COMPANY AND CONTRACTOR REPRESENTATIVE 3.1 (a) The Company shall appoint a person as the Contract Administrator, who shall be responsible for administering the Contract for and on behalf of the Company and for issuing any and all instructions pertaining to the Works hereunder (Contract Administrator). Company may change the Contract Administrator from time to time and notify the Contractor in writing of such change. (b) For the Term of the Contract, Company shall appoint a representative at the Designated Base / Site at which the Equipment / materials are under process or stored, who shall be authorized to represent the Company and shall be empowered to act, monitor and direct the performance of Works required under the Contract on behalf of the Company (Company Representative or Engineer-in-Charge). The Company Representative and Contract Administrator shall have the right at all times to receive all information pertaining to the Works, and Equipment, goods, operations, records, reports and any other information regarding delivery schedule, shipment, insurance etc. under this Contract. The Company Representative and the Contract Administrator shall be entitled to inspect the Works performed, goods supplied, all operations performed hereunder and to witness and to check all measurements and tests. The Contractor shall at all times cooperate and assist the Company Representative and Contract Administrator in performance of his duties pertaining to this Contract. Company
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(c)

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Representative may delegate all or part of his responsibilities to a nominated deputy. Company shall inform Contractor in writing, of the limits of authority of such a deputy or deputies. Company may at any time change Company Representative or the deputy (or deputies), and shall notify Contractor accordingly (d) The duties and authorities of the Company Representative shall be to act for and on behalf of the Company in the matters including but not limited to the following: (i) (ii) (iii) (iv) Overall supervision, co-ordination and project management at the Site; Ensure proper utilisation of Equipment and Services; Monitoring of performance and progress; Commenting/ countersigning on reports made by the Contractors Administrator at the Site in respect of Works, receipts and consumption etc. after satisfying himself with the fact of the respective cases; (v) The Company Representative shall have the authority, but not the obligation, at all times and any time to inspect/test/examine/verify any Equipment, machinery, tools, instruments, materials, personnel, procedure and reports etc. directly or indirectly pertaining to execution of the Work. However, this shall not construe to imply an acceptance by the Company Representative/Contract Administrator or the Company. Notwithstanding anything to the contrary, the overall responsibility of quality and performance of Work shall rest solely with the Contractor; (vi) Each and every document emerging from Site in support of any Claim by the Contractor shall be required to have the countersignature/comments of the Company Representative/Engineer-In-Charge at the Designated Base without which no Claim will be entertained by Company. By way of abundant caution, it is clarified that any exercise or non-exercise of rights or authority by Company Representative shall not release the Contractor from performing its obligations under the Contract. The Contractor shall always be responsible and liable to perform its obligations in accordance with the provisions of the Contract. 3.2 Within five (5) days from the commencement of Services under the Contract or date of signing of this Contract, whichever is earlier, Contractor shall nominate a representative, who will be a Contractor's employee authorized to represent Contractor with respect to this Contract. Such representative shall be knowledgeable about operation and maintenance of Distributed Control System (DCS) and Programmable Logic Control (PLC) and performance of Services under this Contract, and should be duly authorized by the Contractor to represent it at all times during the progress of the Works and to receive and to act on any request made by Company in the performance of the Works including any emergency instructions, pursuant to the terms of this Contract (Contractors Administrator) subject to the approval of the Company. Any change in appointment of Contractor's Administrator shall be made with the written approval of Company Representative/Contract Administrator, which approval shall not be unreasonably withheld. (a) The Contractors Administrator shall have all the powers requisite for the performance of the Works.

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(b) Contractors Administrator shall liaise with Company Representative for the proper coordination and timely completion of the Works and on any matter pertaining to the Works. (c) Contractors Administrator shall extend full co-operation to Company Representative / Contract Administrator / Inspector in the manner required by them for supervision/inspection/observation of Equipment, material, procedures, performance, reports and records pertaining to Works. (d) Contractors Administrator shall have complete charge of Contractors Personnel engaged in the performance of the Works and to ensure compliance with Applicable Laws, and safety practices. 3.3 Contractors Administrator shall have full authority concerning the supply of Contractors Equipment, consumables and materials and shall have full authority to proceed with the Works and every part thereof in conformity with this Contract. Company shall be entitled to rely on all decisions and positions of Contractors Administrator as those of the Contractor and Contractor shall be responsible for all the actions and decisions of the Contractors Administrator. All correspondence from the Company to the Contractor shall be addressed to the Contractors Administrator and all correspondence from the Contractor to the Company shall be addressed to the Company Representative, unless provided otherwise in the Contract. PERFORMANCE OF WORK/SERVICES OBLIGATIONS OF THE CONTRACTOR The Contractor shall perform the Services in accordance with the Scope of Work provided under Schedule-II hereto, and shall include without limitation, all acts, activities and other matters that are necessary for effective maintenance of the Distributed Control System (DCS) and Programmable Logic Control (PLC). The Contractor further agrees that even where not specifically described in the Scope of Work and other terms, provisions and requirements of the Contract, the Contractor shall be responsible for performing such ancillary Services as may be: (1) Reasonably inferred in accordance with Good Oilfield Practices that the providing, furnishing or performing or causing the provision, of such ancillary Services was or should have been contemplated as part of the Scope of Work required of the Contractor; or Necessary in order for the Contractor to satisfy the Guarantee / Warranty set forth in this Contract or otherwise in order to comply with the requirements of the Contract.

3.4

4.0 4.1

(2)

Without limiting the ambit of the foregoing, wherever the Contract describes any portion of the Scope of Work of the Contractor in general terms, but not complete in detail, the Contractor agrees that such Scope of Work shall include any incidental work, activities and services which may be reasonably inferred as required or necessary to complete and render
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the Distributed Control System (DCS) and Programmable Logic Control (PLC) operable in accordance with the terms and conditions of this Contract. 4.2 KNOWLEDGE OF ENVIRONMENTAL/SITE CONDITIONS Contractor shall perform the Services at such times and places as per the provisions of the Contract and as per API / ASTM standard. The Contractor represents and warrants that it has full understanding and knowledge of the nature and extent of the Services required to be performed hereunder, and that it has satisfied itself completely as to the conditions under which the Services are to be performed including, but not limited to, means of access, conditions affecting the supply of labour and materials, security, Applicable Laws (including fire and safety regulations, local rules and regulations for import and export of Equipment) and all matters whatsoever affecting, or which may affect, the provision of Services. Contractor at its own cost shall obtain all applicable permits, licenses and approvals as may be required under Applicable Law for the performance of the Scope of Work including those relating to Services, transportation, travelling of manpower, etc. 4.3 CONTRACTORS QUALIFICATIONS TO DO BUSINESS

4.3.1 Contractor represents and warrants that it is lawfully registered, domiciled and fully qualified to do business in the country of its incorporation and it has or shall obtain, at its sole cost, all necessary permits and licenses and other documents required under Applicable Laws to commence, continue and complete the Work in accordance with the provisions of this Contract. Contractor shall, at its sole cost and expense, cause such registration, domiciliation, permits and licenses to continue in full force and effect during the Term of this Contract. 4.3.2 Contractor shall diligently perform the Services in a skilful and workmanlike manner and in accordance with the established Good Oilfield Practices throughout the Term of the Contract. Contractor covenants, subject always to the provisions of Clause 4.6, to comply with all instructions of Company and its representatives and designated personnel in accordance with the provisions of this Contract. Company may reject or decline any of Contractor's Personnel, representatives and Sub-Contractors at Companys sole option for any reason whatsoever and Contractor shall as soon as possible replace such Contractors Personnel, representatives and Sub-contractors at its cost, to the satisfaction of Company. 4.3.3 Contractor covenants that the material / Equipment / consumables supplied pertaining to the Works shall be fully checked and certified for quality adherence as per internationally accepted norms and standards, shall meet all relevant standards in accordance with Applicable Laws, Good Oilfield Practices, and international oil and gas standards, shall have been tested and will be in full working order and shall not have any defects in workmanship. Contractor further covenants that the Equipment / consumables shall perform efficiently and continuously and that a sufficient stock of spare parts/consumables shall be available at the Site to ensure such performance. 4.3.4 Contractor shall, regularly, and in no event less often than that recommended in the manufacturers specifications, inspect, service and maintain each item of Equipment/
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consumables throughout the Term. Contractor shall maintain detailed records of such activities, evidencing planned and actual compliance with this requirement. 4.4 INDEPENDENT CONTRACTOR

4.4.1 Contractor shall perform the Services as an independent contractor. Contractor is not and shall not become or represent itself as Co-venturer, Affiliate, partner, employee or agent of Company. The Contract does not form any agency, partnership, joint ventures or joint relationship between the Parties. Subject to the compliance with the Contract, the Contractor shall be solely responsible for the manner in which Works are performed. All Contractors Personnel, representatives or Sub-contractors engaged by the Contractor in performing the Contract shall be under the complete control of the Contractor and shall not in any event be deemed to be the employees of the Company. Nothing contained in the Contract, the contracts between the Contractor and the Contractors Personnel, or any sub-contract between the Contractor and its Sub-Contractors shall be construed to create any contractual relationship between any such employees or representative or Sub-contractor of the Contractor and the Company. Contractor shall be responsible and shall indemnify the Company for all acts, defaults, omissions or negligence of the Contractor, Contractors Personnel, its Sub-contractors and their respective agents, servants, employees, workmen, and representatives. 4.4.2 The Contractor shall be solely responsible for compliance with the Contract and the manner in which Works are performed. Contractor shall have no authority to engage or hire any person on behalf of Company, and any persons whom it may engage or hire shall be deemed to be solely the employees, agents or Sub-Contractors of the Contractor. All contractual obligations and liabilities incurred by the Contractor in connection with the Work shall be in the name of Contractor as principal, unless otherwise provided herein. Company is interested only in the results of Contractors performance hereunder, but may give direction thereto. 4.5 COMPLIANCE WITH APPLICABLE LAWS

4.5.1 The Contractor shall observe and comply with all Applicable Laws, Companys policies and procedures applicable to the Services from time to time, standing orders, International/Indian codes, including requirements relating to health, safety and environment. The Company Representative may require formal meetings from time to time with the Contractor, and the Contractor or its Contractors Administrator or other nominated deputy fully conversant with the health, safety and environment requirements shall attend such meetings. 4.5.2 Contractor represents and warrants that the Contractor as well as the Contractors Personnel have full knowledge of Applicable Law that may govern the performance of this Contract and they shall comply with the same during the Term of the Contract. The Contractor undertakes and agrees to indemnify the Company against all Claims in relation to or arising out of or as a consequence of non-compliance of Applicable Laws. 4.5.3 Contractor agrees to obtain, at its own expense, all authorizations, licenses and permits that may be required under Applicable Laws for the performance of Works and the operation of
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its Equipment, tools, machineries etc., other than right-of-ways permits for access to the Site. 4.5.4 The Contractor shall abide by all Applicable Laws governing the performance of Works in India, including but not limited to the following (together with the rules and regulations framed thereunder and all as amended from time to time): (i) Contract Labour (Regulation and Abolition) Act, 1970. (ii) Payment of Wages Act, 1936. (iii) Minimum Wages Act, 1948. (iv) Employer's Liability Act, 1938. (v) Factories Act, 1948. (vi) Apprentices Act, 1961. (vii) Employees Compensation Act, 1923. (viii) Industrial Disputes Act, 1947. (ix) Environment (Protection) Act, 1986. (x) Water (Prevention and Control of Pollution) Act, 1974. (xi) Air (Prevention and Control of Pollution) Act, 1981. (xii) Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989. (xiii) Noise Pollution (Regulation and Control) Rules, 2000. (xiv) The Electricity Act, 2003. (xv) Gas Cylinder Rules, 2004. (xvi) Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. (xvii) Any other Applicable Law as may be applicable for providing the Services under the Contract. 4.5.5 Any default or failure by the Contractor in complying with the Applicable Laws on account of lack of information or knowledge on the part of the Contractor shall not excuse the Contractor from performance of its obligations under the Contract. 4.5.6 The Contractor shall be solely responsible for payment of cess under the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act 1996, and Building and Other Construction Workers Welfare Cess Act 1996 (herein after referred to as the Cess Acts), if applicable. The Contract Price shall be deemed to be inclusive of any and all cesses required to be paid under the said Cess Acts and rules made thereunder, as amended, from time to time. The Contractor shall be responsible to indemnify the Company for any and all Claims arising on account of any violation or non-compliance with any of the provisions of the said Cess Acts or rules framed thereunder by the Contractor or Contractors Personnel. 4.5.7 The Contractor shall submit a self-declaration/undertaking that the Contractor has complied with all Applicable Laws pertaining to provident fund, social security, health, safety and environment, labour laws, etc. to the Engineer-In-Charge or his representative at the beginning of each calendar month. Contractor shall indemnify the Company at all times for the Claims, damages caused or losses incurred by the Company due to non-compliance with the Applicable Laws by the Contractor. Without prejudicing the generality of the foregoing, the following documents should be submitted to the Engineer-In-Charge from time to time as proof of compliance with the requirements under Applicable Laws:
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(1)

Provident Fund Act: Contractor shall strictly comply with the provisions of Employees Provident Fund and Miscellaneous Provisions Act, 1952 and rules thereunder and register itself with the concerned Regional Provident Fund Commissioner (RPFC) before commencing Works. The Contractor shall deposit employees and employers contributions to the RPFC every month. The Contractor shall furnish the challans /receipts for the payments made to the RPFC for the preceding months once in every 6 months throughout the Term of the Contract. ESI Act: The Contractor shall furnish a no-dues confirmation in respect of the contribution from the employer and employees under the Employees State Insurance Act, 1948 in respect of Contractors Personnel working at the Block under the Contract, along with the half-yearly returns and remittance particulars of challans and statement of workmen. As per the Labour enactments: The Contractor shall furnish a no-dues confirmation in respect of the Contractors Personnel who have resigned or whose services are terminated, regarding payment of wages, service compensation, bonus, gratuity, unavailed leave salary, notice pay etc.

(2)

(3)

The Contractor shall give an undertaking before submission of monthly invoices that it has complied with the requirements listed above (where applicable to it) and also submit the copies of evidence for such compliance (receipts, challans etc. as applicable) on regular basis to the Shorebase Office, Kakinada of the Company. For avoidance of doubt it is clarified that the submission of the above documents shall not relieve the Contractor of any liability or obligation to comply with the Applicable Laws. 4.6 VERIFICATION OF CHARACTER AND ANTECEDENTS OF CONTRACTUAL MANPOWER In all contracts involving deployment of Contractors Personnel within the Site like plants, offices, installations, Onshore facilities, rigs, stock yards etc., the Contractor shall submit the following documents to Company prior to deployment of any Contractors Personnel: (i) An undertaking from the Contractor that the character and antecedents of the person(s) proposed to be deployed by it is/are impeccable. An undertaking from the Contractor that it has scrutinised the previous working of the persons(s) proposed to be deployed by it and there is nothing adverse as regards his/her character and antecedents. Along with the above-mentioned undertakings, the Contractor shall provide certified photocopies of police verification certificates for inspection by the Companys Representative. The Contractor has to obtain police verification report (signed by an officer equivalent to DSP rank or higher) from the area the person(s) to be deployed has/have been residing since the last five (5) years. In case the person concerned has not resided at a place for five (5) years at a stretch, police verification reports should be obtained from that area where the person(s) has/have stayed earlier.
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(ii)

(iii)

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4.7

FACILITIES TO SUB-CONTRACTORS

4.7.1 The Contractor shall provide first aid medical attention and medical services at the Designated Base or during transit for Contractors Personnel and Sub-contractors personnel. 4.7.2 Contractor shall be responsible for supplying all fuel, electricity, petrol, oils and lubricants required in relation to the Services at its laboratory / Designated Base. 4.8 The Company reserves the right to hire / purchase / avail any tool / equipment / service / consumables from any third party irrespective of the fact that the tool / equipment / service / consumables are already covered under the Contract. Notwithstanding the foregoing, the Contractor shall be required to continue to perform its obligations under Contract even if the Company decides to avail third party services in relation to any tool / equipment / service / consumables. Company shall at all times have the right to inspect the Contractors Equipment, consumables/chemicals and material at any time to observe their condition and may notify Contractor of any apparent defects therein. Contractor shall take immediate steps to rectify such defects at its cost. For abundant caution, it is clarified that any such inspection by the Company shall not be construed as an acceptance or approval of the condition of the Contractors Services, Equipment, consumables/chemicals or material by the Company and the Contractor shall not be relieved of its obligations and liabilities under this Contract on account of any such inspection. Contractor shall keep and maintain up to-date records of all Contractors Equipment, consumables/chemicals and material at the Site reflecting their condition and quantity and will make such records available to Company whenever requested. Contractor shall always maintain the Equipment, consumables in a fit for purpose condition during the Term of Contract. DISCIPLINE Contractor shall carry out the operations and perform the Services hereunder with due diligence and in a safe and workman like manner, in accordance to Good Oilfield Practices and Applicable Laws. Contractor shall maintain strict discipline and good conduct among the Contractors Personnel and its Sub-contractors personnel and shall abide by and conform to all Applicable Laws and all policies promulgated by Company governing the Services under this Contract. The Company shall have the unqualified right to request for removal of any of Contractors Personnel / Sub-contractors employees or personnel in the event that the Company considers such employees or personnel as being detrimental to Companys interest, including on account of incompetence, unreliability, misbehaviour, security reasons etc. The Contractor shall unconditionally comply with any such request to remove such employees or personnel at Contactors sole expense, and replace such person with a competent and qualified person at Contractors cost, within 3 (three) working days from the receipt of instructions from the Company in this regard.
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4.9

4.10

4.11

4.12

4.13

RECORDS, INSPECTION, TESTS AND CERTIFICATION

4.13.1 Contractor shall keep detailed records of all Services performed, including records evidencing planned and actual compliance with Clause 4.5. Contractor shall present such records to Company for inspection whenever requested. Contractor shall produce a final job report, which shall be presented to Company on completion of the Services. 4.13.2 Contractor shall furnish to Company an accurate record of the Work performed on a daily basis as per Companys requirements. The job sheet should be jointly signed by the Company and Contractor representative at site. 4.13.3 Contractor shall maintain, at its sole cost, test certifications on all Contractors material, Equipment, consumables, and spare parts and ensure the structural and operational integrity of the Equipment, particularly any load bearing or pressure containing Equipment. 4.13.4 Reports: Without prejudice to the generality of the foregoing, the Contractor shall furnish to Company the following data, information and reports giving a clear and accurate description of the Scope of Work executed and the delivery schedule for balance Scope of Work: a) Immediate reports on significance developments and immediate notice of special events of importance such as Force Majeure Events, significant competitor activities, or actions by a Governmental Authority threatening or adversely affecting or likely to threaten or adversely affect the rights and interests of Company. Such immediate reports or notices shall be given by telegraph, telephone or equivalent means and confirmed in writing by the Contractor. b) Job/services reports and other data/ information/reports as may be required by Company to be submitted to its Co-venturers or any Governmental Authority under the JOA or the PSC. 4.14 Company may as a condition precedent to making any payments hereunder, require from the Contractor satisfactory evidence that all of Contractors labour, materials, tax, contractual and other obligations arising out of the performance of Work under this Contract have been fully satisfied and discharged and Contractor shall comply with all such requirements as per Applicable Laws. The Contractor shall indemnify the Company in respect of any Claims on account of any failure or default in complying with the Applicable Laws, including but not limited to meeting the statutory requirements as mentioned in this Contract. In the event of repeated non-performance of Services or lack of Services by the Contractor or failure of Equipment or part thereof supplied by the Contractor or procured from the Contractor, Company shall have a right to terminate the Contract. CONFLICT OF INTEREST Contractor represents and warrants that it is not aware of any conflict of interest with respect to this Contract. Without limiting the foregoing, Contractor represents specifically that neither Contractor nor Contractor Group / Contractors Personnel have knowingly promised or conferred any financial benefits, of any kind whatsoever, to any employees of Company
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4.15

or such employees dependents in connection to the Contractor or Contractor Group or Contractors Personnel in obtaining this Contract or performing its terms and conditions. Contractor shall use all reasonable efforts to prevent Contractor Group and Contractors Personnel from engaging in activities known to be contrary or detrimental to the best interests of Company. 4.16 IMPORT AND IMPORT CLEARANCES All imports and clearances under this Contract shall be the sole responsibility of the Contractor, and the Company shall provide any reasonable assistance in this regard. 4.17 4.18 Deleted CONTRACTORS EQUIPMENT, TOOLS & TACKLES The Contractor shall be solely responsible for making available all requisite Equipment, special aids, all tools, tackles and testing Equipment and appliances, including imports of such Equipment etc. as may be required for execution of the Works. 4.19 DISCREPANCIES BETWEEN INSTRUCTIONS: In the event of: (i) any discrepancy between the various instructions furnished by the Company to the Contractor, Contractors Personnel; or (ii) any ambiguity in the meaning of any such instructions; or (iii) any misunderstanding between the Contractor's Personnel and the Companys staff, the Contractor shall refer the matter immediately in writing to the Engineer-In-Charge whose decision thereon shall be final and conclusive and no Claim for losses or damages alleged to have been caused by such discrepancies between instructions, ambiguities, or misunderstanding shall in any event be admissible. 4.20 CONTRACTORS OFFICE AT SITE The Contractor shall inform Company the address and contact details of its representative(s), including Contractors Administrator, with whom interaction/ communication shall be made during execution of Work. 4.21 Wherever any work being done by any department of the Company or by other contractors employed by the Company is contingent upon the Work covered by this Contract, the respective rights and obligations of the various parties involved shall be determined by the Engineer-In-Charge to secure the completion of the various portions of the work in general harmony, and the Contractor shall comply with the instructions given by the Engineer-inCharge in this regard. CONTRACTORS SUBORDINATE STAFF AND THEIR CONDUCT

4.22

4.22.1 The Contractor shall depute qualified engineer(s) having sufficient capabilities and experience in carrying out works of similar nature, to whom the Equipment, materials, if any, shall be issued and instructions for Works given. The Contractor shall also provide sufficient and qualified staff to Engineer-In-Charge for the execution of the Works,
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including those specially qualified by previous experience to supervise the types of Works comprised in the Contract in such manner as will ensure Works of the best quality, expeditious working. Whenever in the opinion of the Engineer-In-Charge, additional qualified supervisory staff is considered necessary, they shall be employed by the Contractor without additional charge on accounts thereof. The Contractor shall ensure that SubContractors, if any, shall provide competent and efficient supervision, over the Work entrusted to them. 4.22.2 Deleted 4.22.3 The Contractor shall be responsible for the proper behaviour of all Contractors Personnel and shall be bound to prevent any Contractors Personnel from trespassing or acting in any way detrimental to the interest of the community or of the properties or occupiers of land and properties in the neighbourhood and in the event of such employee so trespassing, the Contractor shall be responsible thereof and the Company shall not be liable for any Claims or actions for damages or injury or any other grounds whatsoever arising on account of any acts, omissions, negligence or wilful misconduct of the Contractors Personnel. The decision of the Engineer-In-Charge upon any such matter shall be final. 4.22.4 The Contractor's Personnel entering upon the Site or Company's premises shall be properly identified by badges, which must be worn at all, times on the Site or Company's premises. 5.0 5.1 SUB-CONTRACTING OF WORKS No part of the Contract or any share or interest therein shall in any manner or degree be transferred, assigned, sub-contracted by the Contractor directly or indirectly to any person, firm or corporation whosoever, except as provided for in the Contract. Each transfer, assignment or sub-contract of work by Contractor shall always be with prior written approval of the Company. Notwithstanding such approval, the Company shall not in any way be responsible to any Sub-Contractors appointed by the Contractor. Contractor agrees to give priority and preference to locally owned companies when hiring Sub-contractor, subject to price, quality and delivery being equivalent. SUB-CONTRACTS FOR TEMPORARY WORKS ETC. The Company may give written consent to sub-contract for the execution of any part of the Works at the site, being entered into by the Contractor, provided each individual subcontract is submitted to the Engineer-In-Charge before being entered into and is approved by him. 5.4 CONTRACTORS LIABILITY NOT LIMITED BY SUB-CONTRACTORS Notwithstanding any sub-contracting or sub-letting of the Works, the Contractor shall be solely responsible for the Works in all respects as if such sub-contracting had not taken place and as if such Work had been done directly by the Contractor. 5.5 COMPANY MAY TERMINATE SUB-CONTRACTOR
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5.2

5.3

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If any Sub-Contractor executes any Works which in the opinion of the Engineer-In-Charge is not in accordance with the Contract, the Company may, by written notice to the Contractor request to terminate such Sub-Contractor and the Contractor upon the receipt of such notice shall terminate such sub-contract and such Sub-contractor shall forthwith leave the Works, failing which the Company shall have the right to remove such Sub-Contractors from the Site. The Contractor shall ensure that the sub-contracts with its Sub-Contractors contain enabling provisions in relation to the rights of the Company under the Contract vis-vis the Sub-Contractors. The Company shall have no obligations in connection with such termination of contract with Sub-contractors. The Contractor shall be solely responsible and liable for such termination and shall indemnify the Company against any and all Claims in relation to or arising out of or in consequence of such termination. 5.6 NO REMEDY FOR ACTION TAKEN UNDER THIS CLAUSE No action taken by the Company under this Clause 5 shall relieve the Contractor of any of its liabilities or obligations under the Contract or give rise to any right of compensation, extension of time or otherwise. 6.0 6.1 SAFETY REGULATIONS In respect of all Contractors Personnel, directly or indirectly employed in the Works the Contractor shall at its own expense, arrange for all the safety provisions required under Applicable Laws, including the Electricity Act, 2003 the Mines Act, 1952, and the safety codes of Central Public Works Department and Indian Standards Institution. The Contractor shall further observe and comply with all fire and safety regulations of the Company. Before commencing the Works, Contractor shall consult the safety engineers of the Company and Engineer-In-Charge. The Contractor shall be liable to make good, to the satisfaction of the Engineer-In-Charge, any loss or damage caused to any portion of the Works done or to be done under this Contract or to any of the existing property of the Company, on account of fire. The Company shall be entitled to terminate the Contract in the event of non-compliance by the Contractor with the health, safety, environment (HSE) requirements and other requirements under Applicable Laws, subject to prior notice of 15 days. Company reserve the right to terminate the Contract at any time for other noncompliances/violations/misbehaviour by the Contractor or Contractors Personnel. In case of non-compliance with or violation of any HSE requirements, the Contractor shall be liable to pay the following liquidated damages to the Company for the violation /noncompliance (such amounts being in addition to any liability of the Contractor under Applicable Laws): SR. NO. VIOLATION OF HSE NORMS Liquidated Damages REPORTING AUTHORITY

6.2

6.3

6.4

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5 6 7

For not using proper personnel protective Equipment (safety shoe, Helmet, goggles, gloves, safety belt/full body harness as per Indian Standard). Non use of safe electricity at work Site (Non installing ELCB, using poor joints of cables, using naked plug without top plug in socket, Laying broken wires, unsafe welding Cables, broken electrode holder. Working at height above 2 meter without safety belt, using non standard scaffold or wooden scaffold Unsafe handling of compressed gas cylinders (No trolley, no flash back arrestor, no double gauge regulator, no chains, no caps for cylinder) Using of domestic LPG Cylinder for cutting. No proper fencing /barricading of excavated Area Not providing proper shoring/ strutting/ proper slope And not keeping excavated earth 1.5 met away. Absence of contractor safety representative or supervisor at site Failure to have daily tool box talk.

Rs 500 per item/ per day

Base / Sub base In charge O & M

Rs 500 per item/ per day

Base / Sub base In charge O & M

Rs 500 per item/ per day Rs 500 per item/ per day

Base / Sub base In charge O & M Base / Sub base In charge O & M

Rs 500 per item/ per day Rs 500 per item/ per day Rs 500 per item/ per day

Base / Sub base In charge O & M Base / Sub base In charge O & M Base / Sub base In charge O & M Base / Sub base In charge O & M Base / Sub base In charge O & M Base / Sub base In charge O & M Base / Sub base In charge O & M

8 9 10

11

Rs 500 per item/ per day Rs 500 per item/ per day Using crane, hydra with sling, hooks and Rs 500 per item/ related lifting devices not tested as per per day factories Act (once in year). Poor housekeeping, no proper waste disposal, Rs 500 per item/ creating oil spillage and not storing the waste per day in Proper container or any other polluting activity.

6.5

During mobilization & subsequently, Contractor shall supply safety kits and liveries including uniform/ coveralls, helmets, safety boots/gumboots, safety glasses, Rain coat etc. to their employees to be deputed to OGT & Onshore. Only cotton clothing is allowed at site. Contractor personnel should carry their own uniform/ coveralls and the same should be bearing their company's logo and should be of different colors (other than followed by GSPC). In case of non-compliance, a penalty of Rs. 2000/- per person shall be levied per incident of not using the PPE. Companys O&M engineer /HSE officer will report these violations of HSE requirements to Base / Sub-base In-charge of the Company who shall be the reporting authority. On advice from reporting authority, the finance department of the Company shall make deductions from the next payment due to the Contractor with respect to the liquidated damages due
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6.6

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from the Contractor in respect of violation / non-compliance with the HSE norms. In the event the Contractor becomes liable to pay liquidated damages to the Contractor for more than three (3) violations within a consecutive period of 2 (two) months, the Company shall have the right to terminate the Contract by issuing a three (3) days notice. 7.0 7.1 WARRANTIES AND REMEDIES Contractor represents and warrants that: (i) it has sufficient experience in performing the Services; (ii) it has adequate resources, service capability and personnel for performance of the Works in accordance with Good Oilfield Practices and Applicable Laws; (ii) it shall perform the Work in accordance with this Contract such that the Works are fit for the purpose intended and shall comply with and adhere to Applicable Laws, and Companys instructions and directives on any matter concerning the Work. Contractor covenants that it shall comply with, and shall ensure that the Contractors Personnel comply with all Applicable Laws, Good Oilfield Practices, and international /Indian codes, rules, regulations and Specifications applicable to the Equipment, consumables/chemicals and Services. All Services, Equipment, materials, consumables, machinery and goods procured and supplied by Contractor under this Contract, including, without limitation, service related materials (collectively items) shall be of good quality and workmanship, safe and free from defects in workmanship, and fit for the purpose intended. Tools / Equipment purchased, if any, by the Company from the Contractor shall have Warranty for the Term of the Contract or Twelve (12) months from the date of supply by the Contractor, whichever is later. The tools/equipment which are purchased outside the Contract and purchased/manufactured by the Contractor but for the services under this Contract shall also have Warranty for at least Twelve (12) Months from the date of supply of such tools/ equipments by the Contractor. If in the performance of the Services, the Contractor fails to comply with the Warranties and undertakings set forth in clause 7 or elsewhere in this Contract, Contractor shall, as directed by the Company, at Contractors cost and without prejudice to any other right or remedy of Company under this Contract within a time as may be specified by Company, re-perform the Services or correct such failure or furnish an alternative acceptable to Company in order to comply fully with the requirements of the Contract. Defects shall not be deemed to be waived by Companys failure to notify Contractor upon receipt of Services or by payment of invoiced amounts. Contractor shall use all reasonable care to ensure, at Contractors sole risk and cost, that the Contractors Personnel are competent, experienced, and skilled to perform the Works. The Contractor shall be responsible for all acts and omissions of Contractors Personnel, and the Company shall have no responsibilities or liability whatsoever in this regard. Contractor shall ensure that sufficient number of Contractors Personnel are available at the Site at all times for commencement and execution of the Works during the Term of the Contract. Contractor shall be solely responsible throughout the period of this Contract for fulfilling the requirements of Contractors Personnel, including but not limited to, making available accommodation, transportation, meals, medical attention, necessary permits/licenses as per
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7.2

7.4

7.5

7.6

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Applicable Laws, vacations and time-off allowance, travel and any other benefits due to such Contractors Personnel whether required under any Applicable Laws, contract or otherwise. 7.7 If Contractor fails in performance of its obligations under this Contract and does not remedy such default or failure within three days from receipt of written notice thereof from the Company, the Company may on its own initiative arrange for alternative means for performance of Services. Any direct and reasonable costs or expenses incurred by Company thereby, shall, together with an additional Five per cent (5%) of such costs and expenses, be payable by Contractor to the Company and may be deducted and set off against any monies owed to the Contractor by Company pursuant to the Contract. Notwithstanding anything to the contrary in the Contract, in no event shall Contractors aggregate liability under this clause exceed the total value of this Contract. Should any time be lost during any such alternative arrangements in the performance of the Services, the Contractors Equipment and Personnel shall be at zero Rates for the lost time for that particular tool/ service in default and no Rates of whatsoever nature shall be payable for the duration of such default. The above shall be without prejudice to any other rights available to the Company under the Contract or as per Applicable Laws. Contractor shall take all necessary and / or proper measures to protect Contractors Personnel, Site and the facilities as well as observe all safety rules and regulations of the Company, given to Contractor in writing provided such rules do not conflict with any Applicable Laws applicable to the Works. No smoking or open flames shall be permitted at the Site and nearby areas, except in the areas marked by Contractor and approved in writing by Company. Contractor shall use all reasonable means to prevent and control fires. Contractor shall have no authority to take any action on behalf of Company in the performance of the Works or rendition of Services or the conduct of operations hereunder which would subject either party to liability or penalty under any Applicable Laws, and if it does so, the Contractor shall indemnify the Company for all Claims, losses, costs and expenses (including attorney or legal fee if incurred by Company.

7.8

7.9

7.10 Contractor shall have no authority to make any statements, representations or commitments of any kind or to take any action on behalf of the Company, except as expressly provided under this Contract or otherwise authorized in writing by Company. 7.11 Contractors Personnel i. The Contractor shall make its own arrangements for the engagement of all Contractors Personnel; The Contractor shall at all times take all reasonable precautions to prevent any unlawful, riotous or disorderly conduct by or amongst the Contractors Personnel deployed for the Works at the Site and for the preservation of peace and the protection of persons and property on the Site and nearby areas.

ii.

The Contractor shall ensure the provisions relating to Contractors Personnel are also complied with by its Sub-contractors.
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8.0 8.1

TAXES AND DUTIES Taxes: All Rates shall be inclusive of all taxes and duties and such other payments as may be payable under any Applicable Laws (Statutory Levies). Except as stated in clause 8.3, Contractor shall bear all Income, Corporate, property, VAT, Work Contract Taxes and all other Statutory Levies, taxes, duties, levies, surcharges, imports and similar taxes and duties duly levied or imposed on Contractor on account of the performance of Works or the payments received by Contractor from Company for the Services. Service tax is applicable and shall be charged over and above the quoted Rates and shall be paid by the Company Company shall withhold from the payments to Contractor such amounts as determined by the prevailing taxation laws in respect of Contractors Services. Company shall deposit these tax withholdings at source with the Indian revenue authorities and provide Contractor all appropriate tax receipts and forms evidencing the deposit of these tax withholdings. Contractor shall be responsible for filing returns of income to Indian revenue authorities for payments made by the Company pursuant to this Contract in accordance with the prevailing taxation laws.

8.2

Personnel Taxes: All employment taxes and contributions imposed by any Applicable Law, regulations or by trade unions with respect to or measured by the compensation, wages, salaries or other compensation paid to Contractors Personnel, including without limitation, taxes and contribution or unemployment compensation insurance, medical and health insurance, welfare funds, pensions and annuities and disability insurance shall be paid by Contractor. In the event that Contractor fails to do so and Company is liable to any interest or any penalty arising out of such personnel taxes, Company shall have the right to recover all such amounts from Contractor.

8.3 (i)

Custom Duty, Entry taxes, etc.: For import of rigs/equipments/tool in these areas, Company will provide Recommendatory Letter (RL) to the Contractor so that they obtain Essentiality Certificate (EC) from DGH for availing concessional rate of Customs duty for import of rigs/equipments/tools for deployment in PEL/ML/NELP areas where Customs duty is not applicable. For spares, consumables and accessories required during the execution of the contract for operation and maintenance of equipment/rigs and equipments, Company shall also issue Recommendatory Letter to the Contractor for obtaining EC for availing concessional rate of Customs duty. Accordingly, the Customs duty for neither rigs/equipments/tools nor for spares, consumables and accessories required for operation and maintenance of equipment/rigs and equipments is to be built in the quoted price. As no Customs duty is payable, no duty draw back would be available in this category. As regards, re-export of rigs/equipments/tools (owned or on lease basis) brought by the Contractor (whether Indian or foreign) for deployment in PEL/ML/NELP area is concerned, as the rigs/equipments/tools would be imported by the Contractor without payment of Customs duty after expiry of the contract with Company, the Contractor would have to either re-export the rigs/equipments/tools or
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deploy the rigs/equipments/tools in areas where Customs Duty is not applicable (PEL/ML/NELP areas) after getting a fresh EC from DGH. In case the Contractor deploys the rigs/equipments/tools in an area where the Customs duty is applicable, then the Contractor has to get his rigs/equipments/tools cleared from Customs Authorities after payment of Customs duty. The Contractor shall also have to indemnify the Company against any claim that may arise due to violation of the Customs Act or the Foreign Trade Policy by them. In case any rigs/equipments/tools are required to be replaced by the Contractor during the execution of the contract, the Company shall issue a fresh RL so that Contractor can obtain a fresh EC from the DGH and bring the rigs/equipments/tools without payment of Customs Duty. (ii) All imports under the contract shall be done with Companys prior approval only. The Contractor shall be responsible to carry out all the formalities. In case of any misdeclarations or offences committed under the Customs rules and regulations and also allied rules, fine, penalty or any other charges levied by the concerned authorities on Company shall be borne by the Contractor including the element of interest on Companys funds blocked under such circumstances. Company shall be indemnified by the Contractor against all actions by Govt. or any other agency for acts of commission and omission. Contractor shall be responsible to import the rigs/equipments/tools for execution of the contract. The Contractor shall undertake to complete all the formalities as required under the Customs Act / Foreign Trade Policy (FTP) and indemnify Company from all the liabilities of Customs in this regard. The rigs/equipments/tools imported by the Contractor for deployment in PEL/ML/NELP shall not be used / deployed by the Contractor for any purpose other than the jobs arising out of the contract awarded by Company and in the event of the rigs/equipments/tools being misused or put to use other than specified use, the Contractor shall be liable to pay fine, penalty and other actions taken by the Customs department and other authorities for violation of the customs rules and regulations and other allied roles. Contractor should also compensate Company for the duty element in such cases. The Contractor shall produce No Due Certificate from the Customs Department on completion of Agreement. In case Customs Department refuses to issue such a certificate to the Contractor, the Contractor shall submit an Indemnity / Undertaking to Company. The Company shall not be liable to pay or reimburse any taxes, duties and levies including but not limited to the taxes, duties and levies imposed on the income of the Contractor, its employees or any taxes, levies etc. on any purchases made by the Contractor /its employees or Sub-Contractor. Contractor shall protect, indemnify and hold harmless Company, its Co-venturers, their directors, officers, and employees from any and all claims or liability for incorrect or under valuation of tax payable on income excess profits, customs duties, royalty or other taxes assessed or levied by any government agency including any tax assessed or levied on account of property or equipment of Contractor, wages salaries or other benefits paid to Contractors employees or employees of Sub-Contractor, on Company its Co-venturers, their directors, officers and employees including from any and all claims or on account of any payment made to or earned by Contractor.
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(iii)

(iv)

8.4

8.5

Corporate Taxes: The Contractor shall bear all direct taxes, levied or imposed on the Contractor under the laws of India, as in force from time to time. The Contractor shall also be responsible for ensuring compliance with all provisions of the direct tax laws of India including, but not limited to, the filing of appropriate Returns and shall promptly provide all information required by the Company for discharging any of its responsibilities under such laws in relation to or arising out of the contract. (i) Tax shall be deducted at source by Company from all sums due to an Indian tax resident Contractor in accordance with the provisions of the Income Tax Act, 1961, as in force at the relevant point of time. (ii) A non-resident Contractor i.e., a Contractor who is not an Indian tax resident according to the Indian Income Tax Act, 1961, has the option to obtain on its own either (A) an Order u/s. 195(3) of the Income Tax Act, 1961, or (B) an order u/s. 197 of the Income Tax Act, 1961, and furnish the said Order u/s. 195(3) or the Order u/s.197, as the case may be, to Company along with each of its Invoices. In case the non-resident Contractor wishes to exercise this option, it should convey the same in writing to Company at the time of signing the Contract and an option so exercised shall be final and cannot be changed during the tenure of this Contract. In case an option is so exercised, Company shall deduct tax at source in accordance with the directions contained in the Order u/s. 195(3) or the Order u/s. 197, as the case may be, as in force at the point in time when tax is required to be deducted at source. (iii) In case the non-resident Contractor does not exercise the option in clause 2 above, an Order u/s. 195(2) of the Income Tax Act, 1961, for the purpose of deduction of tax at source will be obtained by Company from the appropriate tax authority, and tax shall be deducted at source by Company as directed in the said Order u/s. 195(2). (iv) In case the non -resident Contractor does not exercise the option in clause 3 above, it shall furnish a Tax Residency Certificate (Certificate from the income tax authorities of the country of which it is a tax resident, to the effect that, the Contractor is liable to tax in that country by reason of it being a tax resident under the relevant tax laws of that country) within 30 days from entering into the Contract and, in any event, at least 30 days before the first Invoice is furnished to Company. (v) As per the provisions of Section 206AA of Indian Income Tax Act, 1961, effective from 01.04.2010, any person entitled to receive any sum or income or amount, on which tax is deductible under the provisions of Act, is required to furnish his Permanent Account Number (PAN) to the person responsible for deducting tax at source. In case the Contractor does not furnish its PAN, Company shall deduct tax at source as provided in the Income Tax Act, 1961, or in the relevant Finance Act, or as directed in the orders u/s 195(3) or 197 or 195(2), as the case may be, or at such higher rate as may be required by Section 206AA of Indian Income Tax Act, 1961, from time to time.

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(vi) The employees of such foreign companies/concerns/Joint Ventures, their Sub-Contractor and assignees are also required to comply with various Direct tax laws of India, as applicable. (vii) For the lapses, if any, on the part of Contractor and consequential penal action taken by the Income Tax Department, the Company shall not take any responsibility whether financial or otherwise. (viii) Notes in respect of Tax Residency Certificate: The Tax Residency Certificate (TRC) should be in original or a photocopy duly attested either from a notary public in India or from the Indian Embassy/High Commission/Consulate in the country whose authorities have issued such TRC. During the tenure of the Contract / Purchase Order, for the income accrued in different financial years, the Contractor/Supplier should submit separate TRCs for each financial year, based on the period for which the foreign income tax authorities issue the TRC as per the financial year followed in the respective country (viz.- the calendar year or the financial year commencing from 1st April to 31st March of succeeding year). 8.6 Change in Law: (i) In the event of introduction of any new legislation or any change or amendment or enforcement of any Act or Law, rules or regulations of Government of India or State Government(s) or Public Body which becomes effective after the date of submission of Price Bid or revised price bid, if any, for this Contract and which results in increased cost of the works under the Contract through increased liability of taxes (other than personnel and Corporate taxes), duties, the Contractor shall be indemnified for any such increased cost by the Company subject to the production of documentary proof to the satisfaction of the Company to the extent which directly is attributable to such introduction of new legislation or change or amendment as mentioned above and adjudication by the competent authority & the courts wherever levy of such taxes / duties are disputed by Company. (ii) Similarly, in the event of introduction of new legislation or any change or amendment or enforcement of any Act or Law, rules or regulations of Government of India or State Government(s) or Public Body which becomes effective after the date of submission of Price Bid or revised price bid, if any, for this Contract and which results in any decrease in the cost of the works through reduced liability of taxes, (other than personnel and Corporate taxes) duties, the Contractor shall pass on the benefits of such reduced cost, taxes or duties to the Company, to the extent which is directly attributable to such introduction of new legislation or change or amendment as mentioned above. (iii) All duties, taxes (except where otherwise expressly provided in the Contract) as may be levied / imposed in consequences of execution of the Works/Services or in relation thereto or in connection therewith as per the Acts, Laws, Rules, Regulations in force on the date of submission of Price Bid or revised price bid, if any, for the this Contract shall be to Contractors account. Any increase / decrease in the net amount of such duties, taxes (i.e. the amount of taxes/duties payable minus eligible credit of taxes / duties paid on input
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services input) after the date of submission of price bid or revised price bid, if any, but within the contractual completion / mobilization date as stipulated in the Contract will be to the account of the Company. (iv) Any increase in net amount of the duties and taxes (i.e. the amount of taxes/duties payable minus eligible credit of taxes / duties paid on input services / inputs) after the contractual completion / mobilization date during the extended period will be to the Contractors account, where delay in completion /mobilization period is attributable to the Contractor. However, any decrease in net amount of the duties and taxes (i.e. the amount of taxes/duties payable minus eligible credit of taxes / duties paid on input services / inputs) after the contractual completion / mobilization date will be to the Companys account. (v) The Contract Price and other prices given in the Schedule of Prices are based on the applicable tariff as indicated by the Contractor in the Schedule of Prices. In case this information subsequently proves to be wrong, incorrect or misleading, Company will have no liability to reimburse/pay to the Contractor the excess duties, taxes, fees, if any finally levied / imposed by the concerned authorities. However, in such an event, Company will have the right to recover the difference in case the rate of duty/tax finally assessed is on the lower side. (vi) Notwithstanding the provision contained in clause 1 to 4 above, the Company shall not bear any liability in respect of Personal taxes on the personnel deployed by Contractor, his sub-contractor / sub sub contractors and Agents etc. Corporate taxes and Fringe benefit tax in respect of Contractor and all of their Sub contractors, agents etc. Other taxes & duties including Customs Duty, Excise Duty and Service Tax in addition to new taxes etc. in respect of Sub-contractors, vendors, agents etc. of the Contractor. In the event that Contractor fails to do so and Company is liable to any interest or any penalty arising out of such personnel taxes, Company shall have the right to recover all such amounts from Contractor. (vii) In order to ascertain the net impact of the revisions / enactment of various provisions of taxes / duties, the Contractor is liable to provide following disclosure to the Company. Details of each of the input services used in relation to providing service to the Company including estimated monthly value of input service and service tax amount. Details of Inputs (material/consumable) used/required for providing service to the Company including estimated monthly value of input and excise duty/CVD paid/payable on purchase of inputs. 8.7 Company shall make tax deductions at source (TDS) from Contractors bill as required by Applicable Laws from time to time, including TDS on income tax, TDS on WCT etc. INVOICING AND PAYMENT
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9.0

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9.1

Payment against the invoices shall only be made after formal execution of the Contract Agreement. Contractor shall invoice Company for payments hereunder at the beginning of each calendar month for the Work performed / executed during the previous month and/or on completion of Services. Company shall make payment, of the correct, undisputed, and certified amount by the Engineer In-Charge under the invoice, within Thirty (30) days period after receipt of the invoice. No interest shall be payable on delayed payments by the Company. Invoices shall be itemized with a full break down of the Service performed, and shall be complete with all back-up details, time sheets, job completion reports, documentation, information, receipts, packing list, ocean bills of lading, certificate of origin, etc. and shall set forth the facts relating to all activities and transactions handled for Companys account if required and shall be verified and signed by an authorized signatory designated by the Contractor to show the basis for Contractors application of the Contract payments and the resultant value of the invoice. Contractor shall raise monthly invoice against various maintenance Work carried out in concerned month. Rates, measurements and quantities shown in invoice shall be verified and certified by Engineer-In-Charge. Contractor shall raise only one invoice per month. Terms of payments shall be as follows: The contractor will be paid 95 % of monthly clear invoice value within 30 days of submission of clear invoice. The total balance 5 % would be paid on satisfactory completion of contract of previous one year.

9.2

9.3

9.4

9.5

The settlement of any invoices shall not be deemed acceptance of the Services or any part thereof and shall not prejudice the right of Company to question the propriety of any such charge at any time thereafter. A written response to Companys claim for omission, corrections or errors in charges and credits for Companys account shall be made by Contractor as soon as practicable and in no event later than sixty (60) days from the date of such claims. Contractor shall support all invoices with any data and/or information reasonably requested by Company. Contractor agrees to retain all applicable documentation and records for a period of not less than three (3) years from the end of the calendar year in which this Contract terminates. Company or any party nominated by Company shall be entitled to audit and examine all documents and/or records necessary to verify the correctness of charges contained in any invoice. The payment of an invoice shall not preclude Company's right to audit any charge during said three (3) year period. Any discrepancies found in such audit shall be paid or reimbursed forthwith. Company shall have the right to reproduce any such documents which have been inspected. The foregoing rights shall in no event extend to cost information pertinent to the composition of lump sums and unit Rates. Invoices shall be endorsed with the Contract number and title/ PO no. and shall be submitted in tri-plicate with one original and two Copies (clearly marked Original or Copy) and shall be forwarded to:
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9.6

9.7

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Head Onshore Operations, Gujarat State Petroleum Corporation Ltd. C/o STC Warehouse Complex, Near MMTC Godowns, Kakinada - 533007 Andhra Pradesh, India 9.8 All payments to the Contractor under this Contract shall be made in the Bid currency quoted by the Contractor in the Bid. The currency of Price Schedule shall not be allowed to be changed for the Term of the Contract. The payment for US$ component shall be made in Indian Rupees based on the average of SBI TT Selling & TT Buying rate prevailing on previous day of the payment day. The Contractor shall not Claim any charges under any head during the period the Equipment or consumables or tools are damaged, damaged beyond repair, un-operational/un-usable, or declared dangerous for operation and cannot be operated / used for the said Services.

9.9

9.10 (i)

Contractor represents and warrants that it has obtained all necessary information relating to the Work, whether such information was supplied in whole or part by the Company. Contractor represents and warrants that it has made adequate provision in the lump sum Contract Value / prices, unit Rates and daily/ monthly Rates for meeting all the terms, conditions and obligations arising under this Contract. Contractor shall not vary the Contract Price, unit Rates and daily/ monthly Rates or any part thereof or the contract schedule or any date therein for the Term of the Contract or Thirty Six (36) Months from Mobilization Date whichever is later, or shall not recover additional payment on the grounds of anything. All Lump sum fees/prices, unit Rates and daily/ monthly Rates are fixed for the Term of the Contract and any extensions thereof and are not subject to escalation. Payment of respective Lump sum fees/prices, unit Rates and daily/ monthly Rates shall constitute full payment for performance of the respective items of Work or line item and covers all costs of whatever nature incurred by Contractor for accomplishing the respective items of the Work or line item and performing all its obligations under the Contract. The description of the items of Work or line item is general and not exhaustive. Any Work or obligation not included or described shall be deemed to be included in one or more items described therein. AUDIT The Company and its authorized representatives shall have access to, and the right to audit and obtain copies of any of Contractor's and its Sub-Contractors' or agents' documents of whatsoever nature relating to or in connection with the performance of the Work, including books, vouchers, receipts, invoices, correspondence, correspondence with Governmental Authorities, contracts, representations before statutory authorities, tribunals, courts and any other records. The Contractor will preserve and will cause its Sub-Contractors and agents to

(ii)

(iii)

(iv)

(v)

9.11

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preserve all such records for a period of three (3) years from the end of the calendar year in which this Contract terminates and will, upon written request, make them available to Company or its representatives. The Contractor shall provide photocopies of any documents within a reasonable period whenever demanded by the Company. Audits referred in this Clause will be made during Contractor's normal working hours. Any payment made by the Company shall not imply acceptance of liability on the part of the Company. Company shall have the right to notify Contractor of any matters arising in an audit which may necessitate an adjustment; and such adjustment, whether by reimbursement to Company or otherwise, shall then be made promptly and in no event later than thirty days from the date of such claims. Company shall also have the right to obtain assistance and statements from any of Contractors Personnel to the extent it deems necessary, and Contractor and its SubContractors shall make such personnel available at their assigned locations if still under employment with the Contractor or its Sub-Contractors. 10.0 Purchase of Spare Parts: Spare parts shall be purchased by the Company and shall be made available to the Contractor as required for smooth operations & maintenance of facilities /units. However, if required, Company may ask the Contract to purchase spare parts on behalf of Company and the Contractor shall purchase the same and Company shall pay to the Contractor, on the terms and conditions as may be mutually agreed between the Parties under Separate agreement. 11.0 11.1 INSURANCE For its risks and liabilities assumed hereunder, the Contractor shall, at its own expense procure and maintain as a minimum, the insurances as set out in this clause or as may be required under Applicable Laws, and ensure that they remain in full force and effect throughout the Term of the Contract. All such insurances (including insurances provided by Sub-Contractors) shall include the Company, Company Group and the Government of India as additional insured and shall be endorsed to provide that underwriters waive any rights of subrogation against the Company, the Company Group and the Government of India in relation to the Contract. The provisions of this clause shall in no way limit the liability of the Contractor under the Contract or Applicable Laws. All such insurances shall be placed with reputable and substantial insurers acceptable to the Company. Contractors insurances shall be primary to and receive no contribution from Company insurances. If the Contractor neglects, fails or refuses to obtain or maintain insurances required to be effected, or fails to provide certification etc., the Company shall have the right to procure and maintain policies at Contractors expense. 11.3 The Contractor shall be responsible for and shall save, indemnify, defend and hold harmless the Company, the Company Group, the Government of India, their respective officers, directors employees, agents and other persons with whom Company may be associated from and against all Claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of:
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11.2

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a. loss of or damage to property of the Contractor Group whether owned, hired, leased or otherwise provided by the Contractor Group arising from or relating to the performance of the Contract; b. personal injury including death or disease to any person employed or engaged by the Contractor Group arising from or relating to the performance of the Contract, 11.4 Prior to commencement of Services hereunder or within 7 days of signing of Contract, whichever is earlier, Contractor shall deliver to Company, certificate(s): (A) evidencing the issuance of insurance containing the coverage required herein and (B) undertaking that insurance shall not be cancelled or materially change without thirty (30) days prior written notice to the Company. Commencement or performance of Services without delivering the certificates of insurance shall not constitute a waiver of Contractors obligation to provide the required insurance coverage. The insurance shall cover for the following:

11.5

(a) All consequences of occupational accidents or illness, employers liability & workmans compensation insurance, in such amounts as may be required by the Applicable Laws applicable to any employee engaged in performance of the Work; as per Applicable Laws, extended to cover benefits provided under maritime law, if applicable. Contractor has the obligation to comply with Indian social security laws and regulations. (b) Commercial or comprehensive general liability insurance, including coverage for contractual liability to cover liability under this Contract (any liability arising during the course of execution of the contract is covered), in the amount of INR 25,00,000 combined single limit each occurrence with an aggregate limit of INR 5,00,00,000 for bodily injury, assets, machinery, consumables/chemicals and Equipment (the policy covers legal liability arising out of bodily injury to third parties and property damage of third parties), including third party Equipment to be used in the performance of this Contract. The coverage should provide insurance for any incident or series of incidents covering the operations of the Contractor in the performance of the Contract. If Contractors liability insurance is written on a claims made form it must provide for (I) a retroactive date prior to, or coincident with, the commencement of Services under this Contract and (ii) a minimum extended claims reporting period of 90 days. This policy shall include Company and its directors, officers, employees and agents as additional insured. Though the Contractor may have CGL covering their entire organization, what is required here is that they take a specific CGL policy for the contract period for the values as mentioned in the contract. (c) Contractor shall secure and pay for and maintain in effect during the term of this contract Insurance coverage for the Distributed Control System (DCS) and Programmable Logic Control (PLC) for any loss, damage, fault, theft, and misappropriation occurred at Contractors service station or during transit from GSPC Kakinada warehouse to Contractors service station and vice versa due to any reason (d) Comprehensive Automobile Liability Insurance covering owned, non-owned and hired motor vehicles, with a limit of liability as per Applicable Laws including passenger liability.
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(e) Personal Accident and Medical Insurance for each of Contractors Personnel valid for the area(s) in which Work is to be performed and for any travel for any period(s) during which Work is being performed. This insurance should include cover for all hospital and medical costs, and all costs for repatriation. (f) Contractor shall carry or cause to be carried insurance covering all Contractors Equipment against loss or damage at all times including during transportation to/from the offshore platform and at the offshore platform location. However, Contractor reserves the right to self-insure its own assets. (g) Contractor shall, prior to commencement of services hereunder or within 7 days of signing of Contract, whichever is earlier, insure the Works, Contractors Equipment /materials/consumables and keep them insured until the final completion of the Contract against loss or damage by accident, fire or any other cause (including Act of God, Perils and Terrorism) with a reputed insurance company. (h) The Contractor shall be responsible for the removal and when appropriate the marking or lighting of any wreck or debris of the Contractor property or Equipment or any part thereof provided by the Contractor in relation to the Contract, where required by Applicable Law, or Governmental Authority or where such wreck or debris is interfering with the Companys operations or is a hazard to fishing or navigation and shall, save, indemnify, defend and hold harmless the Company in respect of all Claims, liabilities, costs (including legal costs), damages and expenses arising out of or in connection with such wreck or debris. 11.6 General Conditions For Insurance

(a) Where use of Sub-contractors has been approved by the Company, Contractor shall require all such Sub-contractors to obtain, maintain, and keep in force during the time in which they are engaged, adequate insurance coverage and furnish Company acceptable evidence of such insurance upon request. Any deficiencies in such coverage shall be the sole responsibility of Contractor. (b) No form of contractor liability self insurance, including but not limited to insuring with an Affiliate, is acceptable or allowable under the terms of this Contract, unless agreed to by Company prior to commencement of Services hereunder and the Contractor hereby agrees to the same. (c) Contractor assumes full responsibility for the insurance or self insurance over the Contractors Personnel, assets, machinery, consumables/chemicals and Equipment, including third party Equipment to be used in the performance of this Contract. Therefore, except as otherwise provided herein, any damage or injury suffered due to a total or partial loss to such assets, machinery and Equipment will be at Contractors expense. Contractor must insure for full replacement value of any and all Equipment used in performing the Work. (d) All exclusions and indemnities given under this Contract shall apply irrespective of cause and notwithstanding the negligence, breach of duty (whether statutory or otherwise) or other
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failure of any nature of the indemnified party or any other entity or party and shall apply irrespective of any Claim in tort, under contract or otherwise at law. 12.0 12.1 INDEMNITY AND LIABILITIES CONTRACTOR PERSONNEL AND PROPERTY Contractor shall be responsible at all times, including time in storage, in transit, on the Platform or at Companys site location, for damage to or destruction of material, Equipment and any other property of Contractor or any of its Sub-contractors and their respective employees or agents, except to the extent such loss, damage or destruction is caused by or contributed to solely by the negligence of Company, or Companys other contractors, and Contractor shall indemnify and keep indemnified Company Group or Companys other contractors, harmless from any and all Claims arising out of or in connection with the Contract or other obligations hereunder directly or indirectly associated herewith and/or arising from Claims, liabilities, costs, damages and expenses of every kind and nature relating to such loss or damage, including any Claims relating to: i. Personal injury, illness or death of any of Contractors Personnel or Company Groups personnel (except to the extent directly caused by the acts, omissions or Gross negligence or Wilful misconduct of Company Group); ii. Loss or damage to Contractors Personnel or Company Groups property (except to the extent directly caused by the acts, omissions, gross negligence or wilful misconduct of Company Group). 12.2 COMPANY PERSONNEL AND PROPERTY Company shall indemnify and keep indemnified Contractor Group from all Claims arising out of or in connection with the Contract or other obligations hereunder directly or indirectly associated herewith and/or arising directly from: i. Personal injury, illness or death of any of Company Groups personnel (except to the extent directly caused by the acts, omissions, gross negligence or wilful misconduct of Contractor Group); ii. Any loss or damage to Company Groups property (except to the extent directly caused by the acts, omissions, gross negligence or wilful misconduct of Contractor Group). 12.3 THIRD PARTIES A. Subject to clause 12.4, and 12.5, Contractor shall defend, indemnify and hold Company Group harmless from and against any and all Claims in respect of: (i) personal injury, illness or death of a third party; and/or (ii) loss of or damage to any facilities, tools, equipment and/or personal belongings of a third party;
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arising in connection with the Contract to the extent caused by the acts, omissions, negligence and/or breach of the Contract or Applicable Laws by the Contractor Group. B. Subject to clause 12.5, Company shall defend, indemnify and hold Contractor Group harmless from and against any and all Claims in respect of: (i) (ii) personal injury, illness or death of a third party; and/or loss of or damage to any facilities, tools, equipment and/or personal belongings of a third party;

arising in connection with the Contract to the extent caused by the acts, omissions, negligence and/or breach of Contract or Applicable Laws by the Company Group. 12.4 CATASTROPHIC EVENTS Notwithstanding anything else contained herein to the contrary and subject to 12.1 and 12.8, Contractor Group shall not be liable for and shall be indemnified by Company for and in respect of any and all Claims brought by any member of Company Group or any third party on account of a of blowout, fire, cratering, explosion or other uncontrolled condition except if such Claim is the result of the acts, omissions, negligence and/or willful misconduct of Contractor Group. 12.5 POLLUTION AND ENVIRONMENTAL DAMAGE

(a) Contractor undertakes that substances or rubbish in any form originating from Contractors Equipment shall not be dumped or discharged at, or around the Platform/ Site location. However, in the event of such dumping or discharge by Contractor, Contractor shall immediately assume all responsibility for the cost of removal of items, substances or rubbish so dumped or discharged and for any resulting pollution or contamination and shall take necessary and adequate steps to prevent environmental damage and, where some adverse impact on the environment is unavoidable, to minimize such damage to extent possible and consequential effects thereof to the property and people, and shall indemnify the Company Group for any Claims arising on account thereof. (b) If Company has reasons to believe that any Work by the Contractor or any operations conducted by the Contractor are endangering or may endanger persons, or are causing avoidable pollution, or are harming fauna and flora or the environment, Company shall be entitled to, as may be determined by Company pursuant to Applicable Law, require the Contractor to discontinue operation/ Works in whole or in part without any cost to Company until the Contractor has taken such action to rectify its action to avoid the above events. (c) The Contractor shall ensure that: (i) The Work is conducted in an environmentally acceptable and safe manner consistent with Good Oilfield Practice and that such Work is professionally monitored.
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(ii) The relevant environmental impact studies are completed and made available to Contractors Personnel and to its Sub-Contractors to develop adequate and proper awareness of the measures and methods of environmental protection to be used in carrying out the Work; and (iii) Any contract entered into between the Contractor and its Sub-Contractors relating to the Work shall include the provisions regarding environment as stipulated herein and any established measures and methods for the implementation of the Contractors obligations in relation to the environment under the Contract. 12.6 12.7 12.8 DELETED DELETED STRICT LIABILITY Notwithstanding anything contained in the Contract, the Contractor shall indemnify and keep indemnified the Company Group from all Claims arising out of or in the course of, caused by the execution of Work under the Contract or other obligations hereunder directly or indirectly associated herewith due to one or more of the following: i) ii) iii) iv) Breach of Applicable Law by the Contractor. Gross negligence or wilful misconduct by the Contractor. Breach/ infringement by Contractor of any intellectual property right; Failure by Contractor to perform the Work in accordance with the Contract, determinations, instructions and clarifications of Company pending disagreement, dispute, protest, request for arbitration/ court proceedings; Breach of any confidentiality obligations by Contractor.

v) 12.9

INTELLECTUAL PROPERTY LIABILITY If any of the Contract Groups Property used in the Contract is/are covered by a patent in respect of which Contractor is not licensed, the Contractor shall, before using such property, obtain such license(s) and pay such royalty(ies) and license fee(s) as may be necessary. The Contractor shall keep the Company indemnified from / against any and all Claims that Company Group suffers/ may suffer as a result of any infringement or alleged infringement of any patent, registered design, trademark, copy right or other intellectual property right registered or otherwise by reason of Claims whatsoever brought or made against the Company on the basis of any patent or infringement thereof. The Contractor shall, at its own risk and expenses, defend any suit for infringement of patent or like suit brought against the Company (whether with or without the Contractor being a party thereto) and shall pay any damages and costs awarded in such suit and keep the Company indemnified from and against all costs and other consequences thereof.

12.10 DELETED 12.11 DELETED 12.12 DELETED


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12.13 HAZARDOUS WASTE The Contractor shall not be responsible or liable for the storage, manifest, transportation and disposal of any spent or used chemicals or other hazardous waste resulting from or incidental to a job, title to which has passed on to Company or which is/was owned by Company except and otherwise when it is caused due to any acts, omissions, negligence or wilful misconduct or breach of Applicable Laws by Contractor Group. 12.14 CONSEQUENTIAL LOSS Except to the extent provided in the Contract, neither Party shall be liable to the other for any indirect or consequential loss or damage including any loss of production, loss of revenue, loss of use, loss of profit or anticipated profits, loss of business opportunity or loss or damage of any other kind suffered by such Party or its group and each Party shall indemnify, defend and hold the other Party harmless in this regard. 12.15 TOTAL LIABILITY Notwithstanding anything to the contrary in the Contract and subject to Clause 12.8, the Parties agree that, except in case of strict liability, negligence or wilful misconduct of any of the Parties, the cumulative liability of either Party to the other Party under this Contract shall not exceed 100% of the total Contract Value of the Contract. 13.0 LIQUIDATED DAMAGES

13.1 If Contractor for any reason other than Force Majeure, fails to timely mobilise any of the Equipment (fit for purpose), consumables/chemicals and / or Contractors Personnel / manpower at Designated Base / location/ Site as per the time schedule mentioned in the Contract or any other date notified by the Company or fails to timely commence, continue or perform the Work in accordance with the terms of this Contract or if the Contractor repudiates the Contract before completion of the Works in accordance with the Contract or otherwise commits the breach of any of the provisions of the Contract, the Company may without prejudice to any other right or remedy available to the Company, shall have a right to seek payment from the Contractor and the Contractor shall pay to Company, as ascertained and agreed liquidated damages, and not by way of penalty, One percent (1%) total yearly Contract Value for each week or part thereof of such late commencement of the Work or each interruption of Work up to a maximum of Ten percent (10%) of total yearly Contract Value. The payment of liquidated damages pursuant to this section shall not affect the rights of Company as per Contract or Applicable laws including the following rights to: 13.1.1 13.1.2 13.1.3 13.1.4 Terminate the Contractor or a portion or part of the Work thereof at any time during the Term of the Contract and/or, Recover damages resulting from Contractor's breach of any of the provisions hereof and/or, Get the Work done by any other contractor at the risk and cost of the Contractor and/or, Invoke Performance Bank Guarantee or any other security provided by the
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13.1.5

Contractor and/or, Recover actual and/ or amount payable by the Company to its contractors or Subcontractors or third party for stand by charge and / or rentals for the services relating to the Work.

By way of abundant caution, it is clarified that in addition to recovering liquidated damages, Company may exercise any one or more of its rights mentioned above as per the Contract and the Applicable Law. 13.2 The Contractor shall supply the agreed number of personnel / manpower to carry out the Work in accordance with the provisions of the Contract. In the event of supplying less personnel / manpower than agreed personnel / manpower on any given day, the liquidated damages shall apply @ 1.5 times of the agreed man-day rate for the number of man-days short supplied on that day. In case, the absence of Contractor's personnel / manpower extends beyond one week then liquidated damages equivalent to 2.0 times of agreed man-day rates shall apply. The liquidated damages shall be deducted from the monthly invoices raised by the Contractor. The Contractor acknowledges that the payment of liquidated damages under this sub-clause 13.2 shall not relieve the Contractor to perform the Work in accordance with the provisions of the Contract and the Contractor shall however be liable for other breaches / defaults committed by it under the Contract. 13.3 Company may without prejudice to its right to effect recovery by any other method, deduct and withhold the amount of liquidated damages from any money belonging to the Contractor in its hands (which includes Company's right to claim such amount against Contractor's Performance Bank Guarantee) or which may become due to the Contractor. Any such recovery of liquidated damages shall not relieve the Contractor from any of its obligations/ liabilities under the Contract. 13.4 The Parties agree that the liquidated damages indicated hereinabove are genuine pre-estimate of the minimum loss/ damage which Company will suffer on account of delay/ breach on the part of the Contractor and the said amount shall be payable without any requirement of proof of the actual loss or damage caused by such delay/ breach. 13.5 The Parties agree that if the actual loss sustained by the Company is more than the amount of liquidated damages, then Contractor shall be liable to pay and make good the actual loss sustained by the Company. In the event of any difference(s) between the Parties, the decision of Company shall be final and binding. 13.6 Where Company is required to wait for any reason for a Contractors Equipment, consumables/chemicals/materials and Contractors Personnel which are not made available on the Site as per the schedule, Contractor shall be liable to pay to the Company, 10% (ten percent) administrative cost in addition to all losses and expenditures incurred by Company or Company Groups due to non availability of such Equipment / manpower, a sum as derived in Clause 13.1 & 13.2 until such time said Personnel /Equipment is made available to Company. 13.7 By way of abundant caution it is clarified that during this period of delay, Contractor will not be eligible for any payment, whatsoever.
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14.0 14.1

PERFORMANCE BANK GUARANTEE (PBG) Within twenty one (21) days of the issue of WO/LOA, the Contractor shall submit to the Company a Performance Bank Guarantee (Performance Bank Guarantee) in the form of an irrevocable, unconditional, replenishable payable on first demand, by Company, bank guarantee, in the format as given in Attachment-3 to the Tender document from any one of the approved banks, whose name is mentioned in Attachement-8 List of Approved Banks. Failure to comply with this condition will constitute grounds for termination or annulment of the WO/LOA/ Contract. The Performance Bank Guarantee shall be for an amount equal to 10% of the Contract Value for one year and shall be valid and be retained by Company for a period of Ninety (90) Days after the completion/termination of the Contract except where Claims are outstanding thereunder or where previously drawn by the Company, but not later than Thirty (30) days after the final settlement of such Claims or Ninety (90) Days whichever is later. The Performance Bank Guarantee shall be replenished to its original level every time any withdrawal is made on them by the Company. If the Contractor fails to furnish or replenish the Performance Bank Guarantee as stipulated above, the Company reserves the right to cancel the award of LOA/WO or terminate the Contract. Company shall not be liable to pay any bank charges, commissions or interest on the amount of Performance Bank Guarantee by virtue of this Contract and are not intended to be used as a penalty. The Performance Bank Guarantee shall remain at the entire disposal of Company as security for the satisfactory commencement, performance and completion of the Scope of Work under the conditions of the Contract including recovery of amounts (including damages) due to the Company from the Contractor arising out of this Contract under whatever head. Without prejudice to the foregoing or its other rights under the contract or at law, Company shall be entitled to invoke the Performance Bank Guarantee, for any failure or breach or default by Contractor under the Contract, including without limitation: Failure of Contractor to start/commence the Work as per LOA/WO/Contract If Contractor fails to performs as per the terms and conditions of the Contract. If Contractor fails to perform the Work as per prescribed Scope of Work. If Contractor fails to perform the Work in workman like manner. If Equipment tools, machines, parts for providing Services are not fit for the performance of Work. For breach of Contract.

14.2

14.3

14.4

14.5

15.0 15.1

FORCE MAJEURE Force Majeure shall mean any of the following events or circumstances or combination of the following events or circumstances which are beyond the reasonable control of the affected Party, and which could not have been prevented by Good Oilfield Practice or by the
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exercise of reasonable skill and care and which or any consequences of which, has a material and adverse effect upon the performance by the affected Party of its obligations under the Contract: (a) war, hostilities or warlike operations (whether a state of war be declared or not), invasion, act of foreign enemy and civil war, rebellion, revolution, insurrection, mutiny, usurpation of civil or military government, conspiracy, riot, civil commotion and terrorist acts in each case, occurring in India; Confiscation, nationalization, commandeering or requisition by or under the order of any Governmental Authority occurring in India; Embargo, industrial dispute of general political nature, epidemics, quarantine and plague, occurring in India; and Earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves or other natural or physical disaster or similar acts of God, occurring in India.

(b) (c)

(d)

Notwithstanding the foregoing, Force Majeure shall not include: (a) Weather conditions reasonably to be expected for the climate in the geographic area of the Site, including the monsoon season; Any Site condition or event arising there from; The occurrence of any manpower or material shortage; or Any delay, default or failure (direct or indirect) in obtaining materials or in any Subcontractor, supplier or worker performing any Work or any other delay, default or failure (financial or otherwise) of a Sub-contractor or supplier or any agent of any thereof. Mechanical breakdown of any item of Contractors or its Sub-contractors Equipment, plant or machinery. Delays due to ordinary storm, inclement weather, seasonal rains or monsoon. Non-conformance by Sub-contractors. Financial distress of Contractor or any Sub-contractor. Any Change in Applicable Law

(b) (c) (d)

(e)

(f) (g) (h) (i) 15.2

Certain Delays not Excused Notwithstanding that an event of Force Majeure otherwise exists, the provisions of this Clause 14 shall not excuse:

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(1)

Late performance by Contractor or any Sub-contractor caused by Contractor's or any Sub-contractor's failure to hire an adequate number of personnel or labour or by inefficiencies on the part of Contractor or any Sub-contractor; Submission of drawings for approval at such a time which does not leave sufficient time to permit an orderly review thereof prior to manufacture or procurement; or Delays resulting from unfavourable weather or unsuitable ground conditions or from any other similar cause;

(2)

(3)

unless Contractor also establishes to the reasonable satisfaction of the Company that the delay or late performance arises out of an occurrence mentioned in Clause 15.1 other than described in this Clause 15.2 which is beyond the reasonable control of Contractor, Subcontractors and suppliers and that a reasonable alternative which is an acceptable source of Services/Equipment or materials, as the case may be, is demonstrably unavailable. If any Party is prevented, hindered or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof, promptly and in any event within Twenty Four (24) hours after the occurrence of such event, together with reasonable proof of the nature of such delay and its effect upon the time of performance. The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the extent that such Partys performance is prevented, hindered or delayed. No payment will be due to the Contractor for the period between the commencement of Force Majeure and commencement of normal operations by the affected party. 15.3 The affected party shall make every reasonable effort to remove or remedy the cause of such Force Majeure or mitigate its effect as quickly as may be possible. Should any act or acts of Force Majeure cause the suspension or artificial suspension of operations thereunder for all or part of the Work for a continuous period of more than Seven (7) days, the parties shall meet and determine the appropriate measures to be taken. In the event that a condition of Force Majeure exists at the Site for a period of at least Fifteen (15) consecutive days, Company shall have the right to terminate this Contract by giving two (2) days advance notice to Contractor. In case the Contract is not terminated, the delivery schedule shall be extended to the extent of days lost due to Force Majeure. If the Contract shall be terminated under the provisions of the above clause, the Contractor shall with all reasonable diligence remove from the Site all the Contractor's and Subcontractors Equipment.

15.4

16.0 TEMPORARY SUSPENSION 16.1 Company shall have the right to temporarily suspend the Services at any time for Companys own reasons, compensating Contractor for completed Work, for any additional reasonable expenses demonstrated/ supported with documents by Contractor that were incurred directly and exclusively as a result of such suspension. In such event, Contractor
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agrees to waive its right to receive any compensation or idle charges for the period of suspension. Unless otherwise agreed in writing, temporary suspension can be done by Company for maximum period of 60 days during the Term of the Contract. In such event, Contractor agrees to waive its right to receive any compensation or idle charges for the period of suspension. 16.2 Company shall also have the right to suspend the Services in the event of default or failure of Contractor in carrying out Contractors obligations under the Contract till Contractor remedies such default or failure or upon occurrence of a Force Majeure event or an emergency endangering life or property. In such an event no compensation shall be payable by Company in respect of any additional costs incurred by Contractor as a result of and following such suspension. Company reserves the right to terminate the Contract immediately upon non-performance in Services or part thereof of the Contractor in this regard. For avoidance of doubt, the Contractor shall be entitled to payment for all Work completed prior to the date of suspension in accordance with the agreed milestones. For avoidance of doubt, the Contractor shall be entitled to payment for all Work completed prior to the date of suspension for the Work completed by the Contractor and certified by the Company Representative. Company shall at its sole discretion have a right to issue a demobilization notice as it may deem fit. Contractor may be given extension of time provided such reasons/constraints are not attributable to Contractor. TERMINATION OF CONTRACT Unless otherwise provided, the Contract shall terminate upon expiry of the Term of the Contract. The Contractor shall be paid for the Work successfully completed and certified by Company Representative. Save as specified elsewhere in the Contract, Company shall have the right to terminate the Contract in the following circumstances: A. Termination for Non-Mobilization or Non-commencement of Work If the Contractor fails to timely mobilize the materials or Equipment or Contractors Personnel required to perform the Work or having mobilized, fails to timely commence the Work in accordance with the terms of the Contract, it would amount to a material breach under the Contract and in such event, the Company shall have right to terminate the Contract immediately upon expiry of such specified time, unless otherwise provided or agreed by the Company. Consequences of Termination: Upon termination of Contract by Company under this sub-clause A, the Contractor shall not be entitled to any payment whatsoever. The Contractor shall immediately refund any sum which the Company might have paid to the Contractor under this Contract. Unless, otherwise provided in the Contract, the Contractor shall compensate the Company for all losses, expenses etc. which the Company shall sustain on account of such breach by the Contractor.
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17.0 17.1

B.

Termination for events specified below Occurrence of any of events as specified below shall be construed as Event of Default. The Company shall inform the Contractor of the same by issuing a notice of default (hereinafter referred to as Notice of Default). If the Contractor, upon receipt of such notice, fails to remedy such default within Seven (7) days, then the Company shall have the right to terminate this Contract forthwith. Event of default shall occur if the Contractor: a) Commences a voluntary proceeding, or an involuntary proceeding is commenced against the Contractor seeking liquidation, reorganization or other relief with respect to the Contract or its debts under any bankruptcy, insolvency or other similar laws now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Contractor for a substantial part of its property, or if the Contractor shall consent to any such relief or to the appointment of or taking possession by any such official in any such proceeding commenced by or against a Contractor; or b) Makes a general assignment for the benefit of its creditors; or c) Refuses or fails to supply enough properly skilled workmen or proper Equipment, or materials or Services to accomplish the Work in accordance with the original work schedule and the Contract; or d) Fails to make prompt payment to Sub-Contractors or materials, Equipment or labour; or e) Is in breach of Applicable Law; or f) Otherwise breaches the provisions of the Contract or part thereof; or g) Suspends or abandons activities in the Site; or is wound up (not being a members winding up for the purpose of reconstruction or amalgamation only) or if a receiver or manager on behalf of a creditor shall be appointed or if any deed or action substantially equivalent to any of the foregoing deeds or actions either in Indian law or Applicable Law shall occur. Consequences of Termination: Upon termination of Contract by Company under this sub-clause B, the Contractor shall be entitled to payment for the Work successfully completed and certified by the Company Representative till the Termination Date. Further, the Company shall be entitled to take possession of the Work and finish the Work at the risk and cost of the Contractor by whatever method Company deems just and expedient. Unless otherwise provided in the Contract, the Contractor shall compensate the Company for all losses, expenses etc. which the Company shall sustain on account of such breach by the Contractor.

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In such events as above: a) The whole or part of the Performance Bank Guarantee furnished by the Contractor is liable to be forfeited without prejudice to the right of the Company to recover from the Contractor, the excess cost referred to in the sub-clause aforesaid. The amount that may have become due to the Contractor on account of Work already executed by it shall not be payable to it until after the expiry of six (6) calendar months reckoned from the Termination Date of Contract or from the taking over of the Work or part thereof by the Company as the case may be.

b)

C.

Termination in the event of Force Majeure In the event that a condition of Force Majeure exists at the Site for a period of fifteen (15) consecutive days, Company shall have the right to terminate this Contract by giving two (2) days advance notice to Contractor. Consequences of Termination: Upon termination of Contract by Company under this sub-clause C, the Contractor shall be entitled to payment for the Work successfully completed and certified by the Company Representative till the Termination Date. No Party shall be obligated to pay the other Party for losses, expenses, damages etc. sustained on account of event of Force Majeure.

D.

Termination for Convenience Company shall have a right to terminate the Contract in whole or in part, at any time with fifteen (15) days prior written notice thereof to the Contractor. Upon any such termination the Contractor irrevocably agrees to waive any and all Claims for damages, compensations, including loss of anticipated profits, on account thereof, and as the sole right and remedy of the Contractor, Company shall pay the Contractor in accordance with Price Schedule mentioned in the Contract. Consequences of Termination: Upon termination of Contract by Company under this sub-clause D, the Contractor shall be entitled to payment for the Work successfully completed and certified by the Company Representative till the Termination Date.

E.

Termination for non-performance or non-satisfactory performance of the Work If the Contractor does not perform the Work or any part thereof in accordance with the Contract or if its performance is non-satisfactory, then Company shall issue a notice (Remedy Notice) to the Contractor to remedy such non-performance or nonsatisfactory performance. Upon receipt of such Remedy Notice, the Contractor shall remedy such default within Seven (7) days. The Company may ask the Contractor to reperform any of such Services, at sole risk and cost of Contractor. In the event, the

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Contractor fails to remedy such default within the specified period; the Company shall have a right to terminate the Contract forthwith by notifying the Contractor in writing. Consequences of Termination: Upon termination of Contract by Company under this sub-clause E, the Contractor shall be entitled to payment for the Work successfully completed and certified by the Company Representative till the Termination Date. Further, the Company shall be entitled to take possession of the Work and finish the Work at the risk and cost of the Contractor by whatever method Company deems just and expedient. Unless otherwise provided in the Contract, the Contractor shall the Company for all losses, expenses etc. which the Company shall sustain on account of such breach by the Contractor. 17.2 Upon receipt of Notice of Termination, the Contractor shall, unless a notice directs otherwise: a) b) Immediately discontinue the Work on the date and to the extent specified in the notice; and Place no further orders or agreements for materials, Equipment, Services or facilities except as may be necessary for the completion of such portion of the Work which is directed to be continued; and Promptly make every reasonable effort to procure cancellation upon terms satisfactory to Company for all orders and sub-contracts to the extent they relate to the performance of the discontinued portion of Work; and Do only such work as may be necessary to preserve and protect Work already in progress and protect materials, facilities and Equipment on the work Site or in transit thereto. The exercise of any of the rights granted to Company hereunder shall not prejudice or affect any other rights of action or remedy, which have accrued or shall accrue thereafter to Company. Upon termination of Contract, the obligation of the Contractor shall continue as to portions of the Work already performed and as to obligations assumed by the Contractor prior to the Termination Date. Payment upon Termination If the unpaid balance of the Contract Price exceeds the cost incurred by the Company on finishing the Work as provided in the Contract, such excess shall be paid to Contractor upon completion of the Work. If the unpaid balance of the Contract Price is lower than the cost incurred by the Company on finishing the Work as provided in the Contract, the Contractor shall promptly pay the difference to the Company upon receipt from the Company of the certificate certifying the amount of such difference. Obligations arising under this Clause shall survive the termination of the Contract. 18.0 SURVIVAL OF TERMINATION

c)

d)

17.3

17.4

17.5

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Notwithstanding anything to the contrary written in this Contract the rights, liabilities and obligations of Company and Contractor under Clauses 7, 8, 11, 12, 13, 14, 16, 18, 19, 20, 21, 32 and 35 and those obligations of Parties which by their very nature survive termination shall survive termination or completion of this Contract. 19.0 GOVERNING LAW All questions, disputes or differences arising under, out of or in connection with this Contract and the relationship of the Parties hereunder shall be governed by and interpreted in accordance with the laws of India (both procedural and substantive) and parties hereby agree to submit to the jurisdiction of the Courts in [Gandhinagar, India]. 20.0 DISPUTE RESOLUTION 20.1 The Parties undertake that all disputes, differences or questions at any time between them arising out of, in connection with or relating to this Contract, including without prejudice to the generality of the foregoing, any question regarding its application, interpretation, breach, existence, validity or termination, or the relationship of the Parties hereunder (Disputes) shall on first attempt be resolved between the parties in good faith by consultation within 30 days of notice of any such Dispute by any of the Parties. Venue of such meeting for dispute resolution shall be GSPCs Office at Gandhinagar, Gujarat, India. In case the Disputes remain unresolved after the expiry of such 30 days period, any Party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The Arbitral Tribunal shall consist of three arbitrators. The Party raising the Dispute shall give a Notice to that effect to the other Party and shall nominate the first Arbitrator in such Notice. The other Party shall respond to such Notice within 30 days of receipt thereof and nominate the Second Arbitrator. The two arbitrators so nominated shall appoint the Third Arbitrator within 30 days of appointment of the Second Arbitrator. The Third Arbitrator so appointed shall be the Presiding Arbitrator. The arbitrators to be appointed shall be retired Judges of any of the High Courts or Supreme Court of India. Unless otherwise agreed in writing, the arbitration shall be held at Ahmedabad, India. English language shall be used in the arbitral proceedings. Unless otherwise agreed in writing, each party shall equally bear the cost of arbitration. 20.2 Notwithstanding any disagreement, dispute, protest, arbitration or court proceedings relating directly or indirectly to the Work, at all times, Contractor shall proceed with the Work in accordance with the Contract. If the Contractor fails to proceed with the Work, he shall be considered to be in default and shall be held liable for direct, indirect and consequential costs and expenses arising from such default. During the period Contractor is proceeding with the Work, it shall be paid the undisputed portion of the payments which are due to the Contractor under the Contract. The right to arbitrate disputes and Claims under this Contract shall survive the termination or invalidity of this Contract or any term hereof.
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20.3

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20.4 20.5

Any award rendered by the arbitrator shall be final and binding upon the parties. Subject to this Clause 19, the Parties agree to submit to the exclusive jurisdiction of the Courts at Gandhinagar, Gujarat, India. NOTICES AND ADDRESSES Unless otherwise stated in the Contract, all notices to be given under the Contract shall be in writing, and shall be sent by personal delivery, airmail post, special courier, or facsimile transmission to the address of the relevant party set out below: If to the Company (a) For Contract related communication

21.0 21.1

(b)

For Work Order related communication Engineer-In-Charge/Companys site representative/other authorised representative, as specified in Work Order

If to the Contractor [insert details] 21.2 Any notice sent by facsimile transmission shall be confirmed within two (2) days after dispatch, by notice sent by airmail post or special courier, except as otherwise specified in the Contract. Any notice sent by airmail post or special courier shall be deemed (in the absence of evidence of earlier receipt) to have been delivered seven (7) days after dispatch. In proving the fact of dispatch, 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 special courier. Any notice delivered personally or sent by facsimile transmission shall be deemed to have been delivered on date of its dispatch. Either Party may change the address for notice under Clause 20.1 by giving Ten (10) days notice to the other party in writing. Notices shall be deemed to include any approvals, consents, instructions, orders and certificates to be given under the Contract. ASSIGNMENT

21.3

21.4

21.5

21.6

22.0

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22.1

Contractor shall not assign, transfer this Contract or its rights or obligations hereunder, in whole or in part, to any third party without the prior written consent of Company, which consent shall not be unreasonably withheld. Any assignment of this Contract or of any rights hereunder or hypothecation, or creation of any lien or charge thereof in any manner, in whole or in part, by operation of law or otherwise, without the prior written consent of Company shall be void. Company shall be entitled to freely assign its rights, obligations and duties under this Contract to its Affiliate or other Co-venturers or any third party by giving written notice to the Contractor. ENTIRE AGREEMENT / WAIVER This Contract sets forth the entire agreement between the Company and the Contractor, and supersedes all communications, negotiations and agreements (whether written or oral) of Parties with respect thereto made prior to the Effective Date and such communications, negotiations and agreements shall not affect or modify any of the terms or obligations set forth in this Contract, except as the same may be made part of this Contract in accordance with its terms, including the terms of any of the Contract Documents. None of the provisions of this Contract shall be considered waived by either Party unless such Party gives such waiver in writing. No such waiver shall be of any past or future default, breach or modification of any terms, provisions or conditions of this Contract unless expressly set forth in such waiver. Without prejudice to the foregoing, none of the following shall release Contractor from any of the warranties or obligations under this Contract or be deemed a waiver of any right or remedies as to any prior or subsequent default in accordance with the Contract: (i) Failure by Company to insist upon strict performance of any terms or conditions of this Contract; or (ii) Failure or delay to exercise any rights or remedies provided herein or by Applicable Law; or (iii) Failure to properly notify Contractor in the event of breach, except for any breach which according to provisions of Contract has to be notified; or (iv) Acceptance of or payment for any Service or review of any design; or (v) Warranty on the Equipment and consumables/chemicals if sold to Company by the Contractor will continue up to the expiry of the Warranty period even if the Contract is expired or terminated.

22.2

23.0 23.1

23.2

24.0

SEVERABILITY If any portion of this Contract is determined to be illegal, invalid or unenforceable, for any reason, then, insofar as is practical and feasible, the remaining portions of this Contract shall be deemed to be in full force and effect as if such invalid, illegal or unenforceable portions were not contained herein.

25.0

LIENS
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Contractor shall immediately pay and discharge any lien, claim or encumbrance, of any nature, (or shall provide security for payment thereof) attributable to Contractor. Contractor shall indemnify and hold Company harmless from and shall keep Companys Equipment and property free and clear of all liens, claims, assessments, fines and levies incurred, created, caused or committed by Contractor. If Contractor fails to pay and discharge any such lien, claim or encumbrance, then Company may do so and charge Contractor for all costs, with an additional five per cent (5%) of such costs and expenses, be payable by Contractor and may be deducted and set off against any monies owed to Contractor by Company pursuant to the Contract. Company shall have the right, after giving notice of seven (7) days to retain out of any payment to be made to, or to be reimbursed to, Contractor, an amount sufficient to indemnify it completely against any such lien, claim, assessment, fine or levy exercised or made and all associated costs. 26.0 HEADINGS The headings and marginal notes in the Contract are included for ease of reference, and shall neither constitute a part of the Contract nor affect its interpretation 27.0 TIME IS OF ESSENCE Time is the essence of Contract and the Contractor covenants that it shall timely deliver the goods / materials at the point of delivery and / or perform the Services in a timely manner. 28.0 29.0 Deleted BINDING EFFECT This Contract shall be binding upon and shall inure to the benefit of Company and Contractor, and the respective successors, permitted assigns and personal representatives, if any, of each Party. 30.0 NON-EXCLUSIVE CONTRACT This Contract is non exclusive and Company reserves the right to engage other contractors to perform similar or identical work. Contractor shall afford such other contractors adequate opportunity to carry out their agreements and shall accomplish the Work in cooperation with those contractors and with Company. 31.0 31.1 CHANGES / VARIATIONS Company shall have the right to make any changes within Contractors capabilities, including additions to or deletions from the quantities originally ordered or in the specifications originally ordered or in the Specifications or Scope of Services. Such changes may include additions, deletions, substitutions, alterations, changes in quantity or scope of Services, form, kind, position, dimension, level or line, and changes in the specified sequence, method, manner or timing of Work. The Contractor agrees and undertakes to perform in accordance with such changes.
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Company may after written consent of Contractor, which shall not be unreasonably withheld, at any time before the Services are completed, instruct Contractor to alter, amend, omit, add to or otherwise vary any part of the Services by issuing a variation to Contract or Amendment order in writing. The cost of such variation shall be as provided in Schedule of rates. The Contractor agrees to perform in accordance with the amended Work. If SOR does not contain applicable rates, the amount shall be an amount which is in all the circumstances reasonable, technically derived and as agreed upon by both parties. No amendment or other variation of the Contract shall be effective unless it is in writing, is dated, expressly refers to the Contract and is signed by a duly authorized representative of each party hereto. 31.2 Company will issue written orders to Contractor for any changes or extra work, except in the event of an emergency which in the opinion of Company requires immediate attention, Company will be entitled to issue oral orders to the Contractor for any work required by reason of such emergency. Company shall ensure that such oral orders shall be followed up with written communication (Variation Order). All changes in quantities / Specifications or scope of Services pursuant to the Variation Order will be performed at a mutually agreed delivery schedule during the Term of the Contract. The negotiated/quoted Rates shall be valid and firm for Thirty Six (36) months from Mobilization Date or up to the completion of the Contract, whichever is later. The cost of the works required to be performed pursuant to the Variation Order shall be as provided in Price Schedule. If the Price Schedule does not contain applicable Rates, the amount shall be an amount which is in all the circumstances reasonable, technically derived and as agreed upon by both parties. Contractor shall provide such additional Contractors Personnel and Equipment as may be required to complete the Work pursuant to the Variation Order in a timely manner. The time for completion of the Work pursuant to the Variation Order shall not be extended unless approved in writing by Company. CONFIDENTIALITY All information and other materials disclosed, furnished, communicated or supplied by the disclosing Party to the receiving Party, including the receiving Partys directors, officers, employees, Affiliates, or its expressly authorized representatives or agents are strictly confidential and shall not be divulged by receiving party to any third party during the Term of this Contract or thereafter for a period of five (5) years without disclosing Partys prior written consent. For avoidance of doubt, Confidential Information shall be deemed to include all information including but not limited to any technical, commercial and financial information, improvement, inventions, know how, innovations, technology, trade secrets, professional secrets, copyrights and any other intellectual property, discoveries, ideas, concepts, papers, software in various stages of development, techniques, models, data, source code, object code, documentation, manuals, flow charts, research, process, procedures, functions, customer names and other information related to customers, price
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31.3

31.4

31.5

32.0 32.1

32.2

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lists and pricing policies. However, the Parties hereto acknowledge that Confidential Information shall not include any information that: a) b) is now or subsequently becomes publicly known or available without breach of this Contract; was previously in the possession of the receiving Party without any obligation of confidentiality and which was not acquired from, provided, given, sold or otherwise disclosed (directly or indirectly) by the disclosing Party not through this Contract. is to be shared by GSPC with its JV partners, to regulatory authorities, Government, Courts or other authorities required by law or in the course of legal proceedings.

c)

32.3

The Contractor shall obtain written approval from Company prior to making any publicity release or announcement regarding the Contract, the Works or Contractors activities related to its participation in the Work or any other Confidential Information. If so requested by Company, Contractor further agrees to require the Contractors Personnel, its Subcontractors, and their employees to execute appropriate undertakings of confidentiality similar to that imposed on the Contractor under this Clause 31, prior to performing any Work under this Contract. The Contractor shall hold the Confidential Information confidential and shall not divulge or disclose the Confidential Information, or make the Confidential Information available to any person or entity, other than its authorised representatives and ensure that only such authorized representatives who are expressly authorized by it to and whose duties require them to possess the Confidential Information shall have access to the Confidential Information on a need-to-know basis. Save as expressly provided hereunder, nothing contained herein shall be construed, implicitly or otherwise, as being the granting of a license to use the Confidential Information disclosed by the Company. The Contractors and Sub Contractors shall use such measures and/or procedures as it uses in relation to its own confidential information and trade secrets to hold and keep in confidence any and all such Confidential Information and comply with the terms stated herein. In case of any breach of these terms or any act or omission by the Contractor, Contractors Personnel, Sub-Contractors or any of their authorized representatives, the Contractor acknowledges that damages alone may not be an adequate remedy, and that the remedies of injunction and specific performance or any other equitable relief may be appropriate remedies. CONFLICT OF INTEREST Contractor shall exercise reasonable care and diligence to prevent any actions being taken or conditions from arising which could result in a conflict with Companys best interest. Neither Contractor, nor any officer, director, employee, ultimate beneficial Company or shareholder of Contractor or Contractor Group, has made or will make or cause to be made in connection with the performance of this Contract or any other agreement with Company, any payments, loans or gifts or promises or offers of payment of which would violate the laws of India or the country or countries of such person or entity. Non-compliance of this Clause shall be construed as material breach under this Contract and the Company shall have unqualified right to immediately terminate this Contract without any liability for any compensation of any nature whatsoever.
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33.0 33.1

33.2

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34.0

EXPORT CONTROLS Company confirms that the Equipment or Services to be provided under this Contract (Collectively Items) shall only be for use by it in India for the purpose of exploration or production of hydrocarbons. However, if for any reason whatsoever the end use or end user of these Items is required to be changed or if these items are to be taken for use in countries outside India to do any Work associated with this Contract, then Company would request the Contractor to obtain consent from the concerned Governmental Authority in the Contractors Country. The Contractor shall obtain such consent at its sole risk and costs. The Contractor shall not use the Equipment or Services for the purpose other than exploration and production and /or beyond India and the Contractor shall indemnify the Company against all Claims, losses, expenses, demands, etc. in connection with or arising out of breach of the obligations contained in this Clause.

35.0

GOVERNMENT OF GUJARAT NOT LIABLE It is expressly understood and agreed by and between the Contractor and the Company that the Company is entering into this Contract in its capacity as the operator for the Block for and on behalf of itself and its Co-venturers. In particular, it is expressly understood and agreed by and between the Contractor and the Company that the Government of Gujarat is not a party to this Contract and has no liabilities, obligations or rights there under. The Contractor expressly agrees, acknowledges and understands that the Company is not an agent, representative or delegate of the Government of Gujarat. It is further understood and agreed that the Government of Gujarat is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the Contract. Accordingly, Contractor hereby expressly waives, releases and forgoes any and all actions or Claims, including cross claims, impleader claims or counter claims against the Government of Gujarat arising out of this Contract and covenants not to sue the Government of Gujarat as to any manner, claim, cause of action or thing whatsoever, arising out of or under this Contract.

In WITNESS WHEREOF, the Parties hereunder have caused this Contract to be executed in duplicate, originals in their respective Corporate names by their respective officers thereunto duly authorized as of the date and year stated above. Executed for and on behalf of Gujarat State Petroleum Corporation Ltd. Executed for and on behalf of ABC Ltd.

(_______________)

(_______________)

Date: Witness: 1._____________________

Date: . Witness: 1.___________________


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SCHEDULE B: PROJECT INFORMATION 1) Indicative Non-Binding Project Information Gujarat State Petroleum Corporation Ltd (GSPC or Company) is the Operator of Block KG-OSN-2001/3 located at Eastern Onshore of India off the coast of Yanam Kakinada, Andhra Pradesh (Contract Area), acting for and on behalf of a consortium of JODPL, GGR and the Company in terms of the Production Sharing Contract dated February 4, 2003 (PSC) and Joint Operations Agreement dated August 7, 2003 (JOA). The Company has discovered a significant reserve of gas in the western part of the Contract Area and discovery has been named as Deen Dayal West (DDW) with the KG#8 discovery well located 15 KM Onshore in 60 meters of water depth. The reservoir is characterized by high temperature and high pressure. Surface facilities for Deen Dayal West Development has been planned to consist of four components (i) a Wellhead Platform (WHP Project), (ii) a Process cum Living Quarters Platform (iii) Multiphase subsea pipeline to OGT with slug catcher and (iv) an Onshore Gas Terminal (OGT Project). a. Well Head Platform (WHP) Concept of the wellhead platform (WHP) shall be revised to the minimum facility platform. A WHP shall contain 16 well slots for 16 gas production wells. Maximum production from each well shall vary from 25 MMSCFD to 50 MMSCFD. The total design production capacity for the PLQP is 200 MMSCFD gas and 4000 BPD liquid. All production from wells at the local WHP are commingled in a production manifold located near well bay area and transferred to the PLQP for further processing. The WHP consist of the following main facilities with the total production for this WHP pegged at 200 MMSCFD: Wellheads & Wellhead Control Panel Production Manifold Test Manifold and Multiphase Flow meter HIPPS packages MEG injection facilities. Pedestal crane

Following utilities shall be supplied from PLQP via bridge-link to the WHP: Power via electrical cables. Firewater. Instrument air. Potable water. b. Process cum Living Quarters Platform (PLQP)
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The basic process scheme is to collect well fluids from the incoming local wellhead Platform Bridge connected to the PLQP. All well fluids produced from the local wellhead platform shall be routed to the PLQP. Processing facilities planed are: Well Fluid Coolers (located on WHP) Three Phase Seperators (location on WHP) Water Separation Gas Dehydration Unit Condensate treatment Produced Water Treatment and Disposal System. Pig Launcher Power Generation Module (Gas Turbine Generators Free Issue Material to PLQP EPC Contractor at FOB basis) Control Room Building Module Living Quarter (LQ) Module o Utilities required for LQ module can be supplied by units installed on the PLQP. c. Submarine Pipeline 20 Multi Phase Pipeline of approx. 24.5 Km length (21.5 Km submarine section and 3 Km On-shore section) from PLQP to OGT. 10 Effluent Disposal Pipeline of approx. 15 Km length (12 km submarine section and 3 Km On-shore section) from Effluent Treatment Plant in OGT to disposal point in sea. Associated above ground facilities at Isolation Valve Station (IVS) and OGT namely Slug Catcher, Pig Receiver, Close Blow Down Drum, Valves etc including associated Electrical and Instrumentation works for 20 multiphase pipeline. Optical Fiber Cabling of approx. 24.5 Km length (21.5 km submarine section and 3 Km On-shore section) from PLQP to OGT Control Room etc including associated Electrical and Instrumentation works. Laying of approx. 3 km of Power cable from OGT to IVS. Sub Surface Isolation Valve (SSIV), Station Isolation Valve (SIV), IJ with HPU and Umbilical for 20 multi-phase pipeline at (a) above.

d. Onshore Gas Terminal (OGT) Sour gas along with associated condensate from Onshore will be received through pipeline in slug catcher at Onshore Gas Terminal (OGT). The separated gas from the slug catcher will be sent to process units. The process units are designed with Train concept with each train throughput of 100 MMSCFD of Natural gas and corresponding condensate to have operational flexibility. Condensate quantity shall be dependent on the Condensate to gas ratio (CGR). (I) PROCESS UNITS Gas Sweetening Unit (GSU) Gas Dehydration Unit (GDU)
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Dew Point Depression Unit (DPDU) Condensate Stabilization Unit (CSU) Sulphur Recovery Unit (SRU)

Following Offsite & Utility facilities are also envisaged at OGT: (II) (III) UTILITIES Gas Based Captive Power Plant Raw Water Treatment Plant Cooling Water System Demineralised Water Plant Fire Water System Compressed Air system Nitrogen Plant Flare (hydrocarbon / acid gas) OFF-SITE FACILITIES Stabilised condensate storage tanks Road tanker loading facility for stabilized condensate Sulphur Yard Sulphur loading facility

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SCHEDULE C: SCOPE OF WORK Purpose: In order to maximise the availability of all systems installed at OGT, PLQP and WHP, the DCS &PLC Systems, installed there, require being operational with very high reliability both at OGT and Offshore PLQP. GSPC intends to award DCS & PLC system (OEM Yokogawa ) Annual Maintenance Contract for OGT & Offshore PLQP installations with Resident Support Engineers and Spare parts Management Services This document contains detailed system description, scope of work, responsibility matrix, price bid schedule and other terms & conditions. The term of contract will be 3 years from the date of award/notification of contract and further extendable by 1 year on same terms and conditions, based on performance and at the sole discretion of GSPC. 1.0 Scope of Work

1.1 The scope of work under this Maintenance Contract shall be with Resident Engineers Support envisages carrying out Planned, Preventive and Breakdown Maintenance tasks for the systems Supplied by Yokogawa for Onshore Gas Terminal & for Offshore PLQP with comprehensive approach. 1.2 Maintenance Contract shall cover the Onshore Gas Terminal, Offshore Process cum Living Quarters Platform (PLQP), Well Head Platform (WHP) and Land fall Station (LFP) installations. Annual Maintenance Contract services for Onshore facilities consists: DCS, PLC, ESD, LVS & UPS and Offshore PLQP facilities consists: DCS, PLC, ESD, F&G Systems, SCADA RTU systems supplied by OEM - Yokogawa India Pvt. Ltd., increase or decrease during the currency of the contract from entire Yokogawa Systems. The Maintenance Contract shall consist of two parts as mentioned below: 1. Resident Engineers Support for OGT and Offshore PLQP. 2. Spare Parts Management Program for OGT and Offshore PLQP. 01. Resident Engineers Support at Onshore Gas Terminal and Offshore PLQP The Resident Engineers shall be stationed at GSPC sites to support GSPC to maintain Centum VP & Stardum DCS & Prosafe RS PLC, F&G and SCADA RTU Systems. The details of services under this Annual Maintenance Contract shall include the follows: REGULAR MAINTENANCE ASSISTANCE Resident Engineer shall provide regular maintenance support to GSPC maintenance staff to carry out daily routine maintenance as per agreed schedule. CHECKING OF GENERAL HEALTHINESS OF THE SYSTEM General healthiness of the system shall be checked and ascertained and rectified as per a drawn program. The program shall be drawn in consultation with GSPC maintenance staff and after studying the maintenance logs and failure history.
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INVESTIGATIONS OF PROBLEMS If any problems are identified by Engineer during testing or problems highlighted by GSPC staff, Engineer shall investigate such problems and take necessary steps to resolve such problems. REPLACEMENTS OF SPARE PARTS If any consumables for DCS including Batteries etc. or other system are required to be replaced and if the concerned system is released for work, engineer shall replace the same if such parts are made available to him. Regularly review the requirement of spare parts and assist GSPC in selection and procurement of such spares under the Spare Parts Management Program. BACKUPS If required, the images of operator stations and control stations shall be saved on CD/DVD, as applicable. REPORT A detailed report on the jobs carried out and the observations shall be submitted every Month, Also the route cause analysis of any failure / problem occurred shall be submitted to GSPC within reasonable time as decided and agreed mutually.

Responsibilities of Engineer on DCS & PLC in the areas of OGT & Offshore PLQP shall be: 1. Operating System and System Software Installation & Bringing back on to Networked System of DCS. Engineering stations, Servers, AIMS etc with absolute safety and security. 2. Historian point configuration & modification. 3. Report Package configuration & Modification. 4. Network Architecture concept (Control Bus and Open Bus networks). 5. Switch Configurations. 6. Graphics Modifications. 7. Addition and Configuration changes of Open Loops, Closed Loops, and Logics. 8. Necessary modifications as and when required. 9. System Diagnostics. 10. FCS CPU Idle Time and Loading analysis. 11. Field Control Station online and offline maintenance. 12. Alarm Management System working concept. 13. Operator Station Backup, CP backup, Historian backup, Report backup, Graphics/Overlay Backup and Restoration. Frequency of Backup & Report Generation will be decided as per mutual agreement by contractor & GSPC. 14. Station Restore, Processor database restore. 15. Analysis of I/O module failure, Redundancy check, Operator Station failure, Historian/AIMS station failure. 16. Supplied DCS Hardware details. 17. Supplied DCS Power UPS concept. 18. System Security Access Control and Audit Trail concept. 19. GPS, Master Time keeper concept. 20. OPC server concept. 21. Troubleshooting techniques.
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22. Modbus Master/Slave Protocol analysis and troubleshooting. 23. Web Server Functionality. 24. Foundation Fieldbus & Sub-system interface Engineering/Modification and troubleshooting. 25. Anti-Virus utility updation. Yokogawa shall carry out all preventive maintenance to protect DCS against Virus threats. 26. Operating Systems BIOS/BMC updates. 27. All the Foundation Field Bus/HART Devices included in DCS shall be maintained by contractor in terms of configuration. 28. Remote maintenance facility shall be established to support, in case the Resident Engineer is not able to solve a critical exigency with facility to continuously monitor critical System Alarms and an E mail/SMS has to be generated for few Pre-defined critical system alarms. 29. Contractor shall troubleshoot and replace any part of the Centum VP DCS and PROSAFERS PLC & RTU System, which becomes defective during normal course of operation. 30. If any software bugs identified contractor shall resolve the same. 31. Contractor shall share the trouble shooting related information received from YIL Global Services through Remote Services. 02. SPARE PARTS MANAGEMENT PROGRAM All related spares required to maintain the system shall be maintained and managed under this program. The total spares will be categorised into three categories, namely: 1. Onsite Stock (GSPC premises) 2. Bounded Stock (Contractor base) 3. Non Stock Items (Outsourced by contractor as required). The list of all spares of above category with prices shall be quoted by Bidder. Payment will be made only for the consumed spares which will be maintained by contractors Engineer at site, duly certified by Engineer in charge of GSPC, immediately upon consumption or requirement, as the case may be, by way of written communication. Contractor shall maintain Onsite Stock critical spares at OGT site and PLQP site. The spares shall be stored in GSPC site in the allotted Storage Room, clearly segregating as given below: 1. Common Spares for Onshore & Offshore at OGT 2. Spares for OGT 3. Spares for Offshore PLQP Contractor shall supply and maintain Onsite Stock of all the items as detailed in Annexure - A. However, these items would be reviewed further by GSPC and accordingly would be maintained by Contractor. These items shall be the property of contractor, but shall be accessible for use to GSPC during any emergency and as per direction of Engineer-in- charge for which a proper record shall be maintained by GSPC and contractor. Any spare that gets consumed from Onsite Stock shall be replenished by contractor within 12 weeks or time decided by GSPC on merit of the items. In case of bought out items, the replenishment shall be done within 16 weeks or time decided by GSPC on merit of the items. Contractor shall take back all the unused spares after completion of contract.
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Contractor shall maintain all the items as per Annexure B as Bonded Stock at their works. However, these items would be reviewed further by GSPC and accordingly would be maintained by contractor. The materials/spares required at GSPC sites shall be made available by contractor within 48 hours of receiving the written intimation from GSPC. For the parts consumed, GSPC shall make the payment as per the rates available in the contract against submission of invoice along with GSPCs reference dispatch instruction or purchase order number. All spare parts will have price in the contract. However, for spare parts not covered under Onsite Stock or Bounded Stock, contractor shall declare prices for the same under the heading Non Stock Items with full justification of the prices. These prices would be reviewed by GSPC and may be accepted based up on reasonability. Contractor shall take back spares maintained as Onsite Stock on completion of the contract period. In case any of the spares are getting declared obsolete, contractor shall give remedial advice in advance or may have to take back from the stocks at site. The price quoted for spares shall be basic. Taxes & duties shall be extra as applicable at the time of delivery or use as applicable. The prices shall be valid throughout the Contract Period. Annual Maintenance Contract coverage

2.0

2.1 Broadly, the comprehensive scope of work under the Maintenance Contract (Salient features): To prepare and carry out Predictive, Preventive and Planned maintenance tasks and Breakdown Service for all YIL systems including DCS Control System, following OEM recommendation/ GSPC instruction from time to time. To maintain the spares required for maintenance and breakdown repairs. To deploy of 2 Resident Engineers (1 each for OGT & Offshore PLQP) for ensuring satisfactory maintenance on 24 hrs X 7 days basis. Maintenance Philosophy

3.0

3.1 The contractor is to maintain the system on total 24 hrs X 7 days basis and to attend maintenance tasks as provided in the Part-A Technical Scope above as per OEMs recommendations / GSPC instruction including breakdown repairs, supply of experienced and competent Resident Engineers. Further it is also the responsibility of the contractor to repair and/or replace faulty/worn-out parts and/or parts needing replacement as per maintenance task, activity catalogue/OEMs maintenance recommendations.

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3.2 The Preventive, Predictive and Planned Maintenance tasks prepared by contractor and approved by GSPC are to be carried out strictly as per schedule so as to achieve desired system healthiness and performance, and in-turn to reduce the breakdown occurrences leading to improved Control system availability with reliability for which, planning and execution schedule shall be prepared in consultation with Instrument In-charge GSPC by the contractor 3.3 Performance evaluation system for the DCS will capture all Planned, Preventive and Predictive maintenance activities. In the eventuality of contractor not achieving the minimum described limit of performance, they shall be liable for reasonable deductions agreed in the contract and as specified in clause 7 below, from their monthly invoice. 3.4 In general, the natures of indicative maintenance tasks under each type of maintenance as covered in the scope of work are broadly described below: Sl.No. Maintenance type Broad nature of tasks involved i. Visual inspection of DCS & ESD System. (including Marshalling & System cabinets along with hardware, Network system, Software packages, Barrier, Relay, Large Video Screen, UPS system, Operator & Engineering station consoles) ii. Checking operating Condition of the Control system. iii. Confirmation of Installed hardware/software. iv. Troubleshooting & Investigation of problems v. To replace/repair the defective/worn-out parts/hardware vi. Reports (Investigation, Diagnosis, weekly & monthly) i. Rectifying problem, making the system operational in all respects. ii. Proper setting of operating Condition of the Control system wherever required. iii. Verifying & testing trip logic. iv. Testing audio-visual alarms & siren. Planned Maintenance v. Alarm rationalization activities. vi. To replace the spare parts due for replacement as per maintenance task list/OEMs recommendations. vii. For corrective maintenance all steps to be taken to make the equipment/system fully operational even by replacing the faulty components/modules, etc. i. Fault finding and repairing/replacing any of the defective hardware/software system or sub-system with minimum down time. Breakdown/Emergency ii. Breakdown maintenance shall be carried out for the Maintenance restoration of full functionality of the systems. iii. Making Non-functional system functional by means of repair/replacement of components or faulty parts.
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Preventive / Predictive Maintenance

3.5 The various maintenance tasks/activities to be performed as per clause 3.4 above and as provided in the Part-A Technical Scope above indicative in nature. However the contractor is required to prepare, plan and perform maintenance tasks/activities for each specific system of various make and capacities under the scope of this contract. In addition, contractor is liable to carry out any nature of maintenance activity as instructed by GSPC as per the actual condition at work site. 4.0 4.1 Tools & Tackles and Spares The contractor should keep all types of special tools & tackles and hardware which are required during AMC at Onshore and Offshore. The contractor shall be responsible maintaining their tools/tackles/ hardware material brought to OGT/Offshore for maintenance. No payment in any form or compensation, whatsoever, shall be made to the contractor against any damage, loss and breakdown of such tools & tackles. Necessary tools and tackles like spanner set, screwdrivers & testers, pliers, etc., required for the purpose of maintenance, repair, monitoring of system parameters, etc. shall also be arranged by contractor For keeping spare parts, special tools &tackles, Storage space and office space will be provided by GSPC. EXECUTION METHODOLOGY The scope of work under this Annual Maintenance Contract and the responsibilities of the contractor have been broadly elaborated in Clause No 1 to 4 above. The scope, further, includes any other breakdown repairs which may have to be attended promptly to restore the system for its normal functionality and its route cause analysis. All calls for breakdown maintenance shall be attended to by the contractor Resident Engineers as per requirement to achieve desired performance availability (based upon the performance evaluation index as agreed between GSPC and YIL at the time of award of contract). All maintenance activities shall be carried out by the contractor Resident Engineers with the consent/ knowledge of GSPCs Maintenance Manager/Engineer-in-charge/ or any other representative. The contractor shall deploy 1 Resident Engineer at OGT & 1 Resident Engineer at Offshore PLQP to carry out regular maintenance activities. Once the Work is awarded, contractor has to produce resumes of Resident Engineers to GSPC Representative. GSPC reserves the right to accept /reject contractor Engineer at any point of time and in case, an Engineer if rejected, the contractor has to provide replacement Engineer to GSPC without losing any time. Working hours: contractor Engineers shall follow working hours and holidays as
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4.2

4.3

5.0 5.1

5.2

5.3

5.4

5.5

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followed by GSPC as given below: At OGT: The contractor Resident Engineer at Onshore Terminalshall be working in General Shift (10.00 hrs to 18.00 hrs). At Offshore PLQP: The contractor Resident Engineer at Offshore platform shall be working in 14 or 28 days On/Off pattern.

Any changes in the timing in normal case or in case of any emergency will be a binding on the contractor and shall follow timing as instructed by the GSPC Engineer in charge. 5.6 Termination Clause: 5.6.1 Deployment of Resident Engineer not meeting the experience criteria (minimum 02 years experience) will not be acceptable and GSPC may ask the contractor to immediately replace the Engineer with competent Engineer. 5.6.2 Liquidated damage will be imposed by GSPC if contractor fails to mobilize minimum required manpower at site within described period. Liquidated Damage will be imposed @ 0.5% per week or part thereof of the yearly contract value. The penalty for supplying less than agreed Resident Engineers shall apply at 1.5 times the agreed manpower day rate for the no. of days of absence from the monthly invoice bill. In case the absence of contractor employee extends over one week, then a penalty will be levied, 2 times the agreed manpower day rate for the no. of days of absence, on contractor and will be deducted from the monthly invoice bill. 5.6.3 The deployment pattern of contractor personnel required is mentioned as under: 5.6.4 The Resident Support Engineers shall have minimum 02 (Two) years experience in Yokogawa Systems. Table 1 contractor Resident Engineers Deployment Pattern Criteria:
Designation Onshore Gas Terminal Daily General Shift (10.00 hrs to 18.00 hrs) Offshore Platform 14 or 28 days On & Off pattern (One Engineer all the time available at PLQP) 1 Total

Contractor Engineer

Resident

Note: 1. The figures mentioned in above are only indicative and estimated for evaluation purpose; it may change as per actual requirement / instruction of GSPC. 2. Payment will be made based up on presence of persons in a day. No payment will be made for manpower kept standby. 3. Age limit for varied category of Engineer is preferably less than or equal to 50 years.

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5.7 Above mentioned Engineers are for 24 X 7 maintenance of the DCS, ESD, PLC System etc. such that the Onshore/Offshore remains completely functional/working at all times. 5.8 The Resident Engineers (part/whole) may be detained after normal working hours or may be called to attend duty at odd hours to take up important/emergency jobs depending on plant situation. No extra cost will be paid for these situations. REPAIR OF SYSTEM/SUB-SYSTEM 6.1 In the event of malfunctioning or breakdown of any system covered under this AMC, it shall be the responsibility of the contractor to immediately attend to the same, diagnose the fault condition and restore it for its functionality. The contractor shall make all efforts for repair/replace of all such defective System/Sub-system/Components and make the system functional with minimum loss of time. If any System/Sub-system/Components is not repairable and requires replacement, the contractor Engineer shall notify and consult GSPC for replacing the same to from GSPC stock under Spare Part Management Program & same has to be repaired/replaced from contractor head office. The contractor Engineer shall ensure that such repairs/replace is carried out expeditiously and the System/Sub-system/components are brought back to OGT / PLQP for functioning at the earliest under Spare Part Management condition. The time taken for replacing such parts& spares from the time the System/Sub-system/ Components have failed till its restoration shall be considered breakdown/repair time for the purpose of calculating system availability.

6.2

6.3

6.3.1 If any System/Sub-system/Components are beyond repair, due to normal operation faults, contractor is not responsible for the same, GSPC shall decide for the replacement of the same. However to arrive at such a decision, the contractor shall submit the detailed failure report / route cause analysis along with their findings and recommendations to GSPC for consideration. Upon acceptance of such failure report, the failed System/Subsystem/Components shall not be considered for calculating system availability. 6.3.2 Decision of GSPC Maintenance Manager for all types of repair/replacement/ system availability as brought out in above clauses shall be final and binding upon the contractor 7.0 OPERATION & MAINTENANCE PERFORMANCE

7.1 The DCS& ESD PLC Systems of the Onshore/Offshore are very critical for satisfactory and uninterrupted operations. Therefore these are to be operated and maintained with the best engineering practices and skills. The contractor has to maintain these with their accomplished professionalism in such a way that the System/Sub-system/Components availability is maintained as per the best industry practices. Performance evaluation will be done as per below clauses. 7.2 Recovery due to poor performance of Equipment availability

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The contractor shall prepare and plan the maintenance activities for all the System/Sub system/componentscovered under the contract and prepare a daily task list. This list shall be made in accordance with the Operation Manuals of the system and in consultation and with approval of GSPC Maintenance Manager. The equipment will be identified and listed with all its accessories. The decision of GSPC Engineer In-charge in finalizing the task list shall be final and binding on the contractor. The contractor shall perform all the tasks with desired quality and within the time period as specified in the task list. If contractor feels that for any System/Sub-system/Components the reasons for performing maintenance are not attributable to the contractor, they can represent it to GSPC Maintenance Manager in writing stating the reasons of achieving less performance of maintenance. However, the decision of GSPC Maintenance Manager for the attribution of the cause(s) for poor performance of either YIL or to any other party would be final and binding on the contractor. If monthly DCS & PLC System availability of OGT & PLQP is less than 98%, for the reasons attributable to contractor, the percentage difference of 98 minus actual total DCS & PLC System availability will be calculated. A recovery of 0.5 times the percentage difference shall be made from the monthly invoice. The contractor would finalize the list of all critical and all non-critical System after award of job and would obtain approval from GSPC for following the same for entire contract period. However, based up on experience and criticality of the operations, GSPC may add any System from non- critical list to critical list or vice versa or can also add any equipment in the lists if got added in the plant during the contract period due to operational need. Weightage for criticality of every equipment/s in order to calculate Total equipment availability will be proposed by contractor after award of contract and approved by GSPC. Formula for Total System/Equipment Availability (T): System/Equipment availability: Total Equipment/Control System Availability (T) = 0.6 X Critical Equipment Availability (Tc) + 0.4 x Non-Critical Equipment Availability (Tnc)

= {(Total System/Equipment available hours-Total Equipment/System Non-Available Time)} X100 Total Equipment/System available hours. or

as applicable. Critical Equipment Availability (Tc) = Average equipment availability of all the critical equipment/System at OGT falling within the scope of work of this tender.

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Non critical Equipment Availability (Tnc) = Average equipment availability of all the noncritical equipment at OGT falling within the scope of work of this tender. Critical equipment = Critical equipment includes all the equipment whose smooth operation is critical for running the operations wherein enough redundancy and fail-safe options are not provided for the availability for running of those equipment which may affect the production. Non-critical equipment = Non critical equipment includes all the equipment whose operation is not critical for running the operations wherein enough redundancy and fail-safe options are provided for the availability for running of those equipment. If contractor feels that for any breakdown of any equipment the reasons of that breakdown are not attributable, they can represent it to GSPC Maintenance Manager in writing stating the cause of the breakdown and attribution of that breakdown. However, the decision of GSPC Maintenance Manager for the attribution of the cause(s) of breakdown either to contractor or to any other party would be final and binding on the contractor. 8.0 PERIODICITY OF MAINTENANCE Maintenance tasks to be performed and their periodicity in general, for all System/Sub system/components, shall be as per the guidelines/recommendations of the contractor /GSPC. However periodicity may be altered as per the experience, in consultation with Maintenance Manager GSPC. For the satisfactory performance of the System/Subsystem/components, based on their condition, the contractor may have to carry out any other maintenance tasks not listed specifically under the contract/recommendations of OEM, if required, in consultation with Maintenance Manager. 9.0 GSPC'S REPRESENTATIVE FOR INSPECTING THE WORK 9.1 GSPC shall be entitled to designate a representative or representatives who shall at all the time have complete access for the purpose of observing or inspecting the system maintenance work performed by the contractor Engineers in order to judge whether the contractor is complying with the provisions of the Contract. Such representative or representatives shall be empowered to act for GSPC in all matters relating to contractors performance herein undertaken by the contractor.

9.2 The CONTRACTOR, further, shall have to agree at all times to co-operate with and extend assistance to employees of GSPC or to the employees of any other CONTRACTOR engaged by GSPC for the performance of any other function. 9.3 CONTRACTOR shall notify GSPC in writing of the name(s) and authority of its CONTRACTOR Head Office representative to contact if necessary. Such representative shall be fully capable of and fully empowered to act for the CONTRACTOR in all matters relating to the CONTRACTOR's performance of the system maintenance tasks herein undertaken.
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10.0

MATERIAL INSPECTION The material inspection shall be carried out jointly by authorised representatives of GSPC and CONTRACTOR. GSPC shall have right to inspect the CONTRACTOR provided parts as per Spare Part Management Program , tools and materials in order to determine their suitability for the work to be performed. GSPC shall have the right to reject any or all parts, tools & materials deemed unsuitable for the work to be performed. CONTRACTOR shall provide test certificates along with the shipping/despatch documents for the materials/parts procured for the job.

11.0

OTHER OBLIGATIONS BY CONTRACTOR

11.1 Resident Engineers of the CONTRACTOR shall remain within the area where the work is being carried out by them. They will not loiter and shall not enter unauthorized areas. 11.2 The CONTRACTOR shall not use the name of GSPC in any manner either for credit arrangement until and unless it is expressly agreed with GSPC. The GSPC shall not in any way be responsible for the debts, liabilities and obligations of the CONTRACTOR and or its engineers.

11.3 The CONTRACTOR shall be solely responsible and would be liable for strict action for theft if any for their item or GSPC's item at work locations, committed by its engineers or any damage to person and property caused by its Engineers. 12.0 FACILITIES TO BE PROVIDED BY GSPC For the performance of AMC services of Integrated Control System (DCS, PLC & ESD System)at OGT/Offshore PLQP under the Contract and also for undertaking the repair/replacement, following facilities will be provided by GSPC. GSPC shall provide transportation (Staff bus) to and fro from OGT site to Kakinada vice versa for CONTRACTOR Resident Engineers. In offshore, Food & accommodation will be provided by GSPC. Transportation of personnel from Kakinada/GSPC shore base/helibase to platform and vice versa will also be provided by GSPC. Canteen facilities for CONTRACTOR engineers to have food and/or snacks while undertaking the work. The food/ snacks can be availed round the clock on charge basis at Onshore Terminal. Occupational Health Centre, wherein First Aid facility shall be available at all times and also Ambulance will be stationed round the clock to cater to emergency scenarios. Office accommodation will be provided for CONTRACTOR Resident Engineers. Gate pass/permits to facilitate easy movement of CONTRACTORs personnel and special tools/tackles, if required and available with GSPC, shall be issued by GSPC as and when required to be used within premises. In such cases, the tools/tackles shall be brought back to GSPC premises by the CONTRACTOR upon completion of job Desk Telephone/ fax/Email facilities for solving breakdowns shall be provided by GSPC
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round the clock without any charges to CONTRACTOR. 13.0 OWNERSHIP & CONTRACTOR CUSTODY OF MATERIALS DELIVERED TO THE

13.1 The ownership and all other rights to all spares and materials if any, delivered to the CONTRACTOR Engineers for the performance of the work shall always rest with GSPC and the CONTRACTOR shall keep safe custody of all such items as custodian and as the trustee on behalf of GSPC. The CONTRACTOR shall be responsible for the safe custody of all materials/Spare Parts received by them and shall be required to replace or repair at their own cost for any loss or damage which may occur to the material under their custody due to any reason whatsoever. 13.2 The CONTRACTOR Engineer shall specifically check the defects in the materials at the time of receipt of the items from CONTRACTOR head office under Spare Part Management Program. The CONTRACTOR shall on demand at any time hand over custody of the said items to GSPC and shall provide all facilities and assistance to GSPC or any person authorised by it to physically remove the said items from the CONTRACTOR's custody, if GSPC for any reason considers it necessary to do so. 14.0 SAFETY AND SPECIAL CONDITIONS

14.1 The CONTRACTOR shall comply with safety & security rules and regulations and other rules, laid down by GSPC for its off-shore & Onshore operations or at Work Site. It shall be the duty / responsibility of CONTRACTOR Engineer to ensure the compliance of fire, safety, security and other operational rules and regulations by his Engineers. The CONTRACTOR must ensure that all the personnel involved in the work at Offshore & Onshore should have compulsorily undergone the following training before their mobilization to the Onshore/Offshore: 14.2 Survival at Sea (Basic Offshore Safety Induction & Emergency Training)at Offshore only First aid (Onshore & Offshore) Safety and fire fighting (Onshore & Offshore) Helicopter Under- water Escape Training (HUET) at Offshore Work only.

All personnel must carry the certificate of having undergone training on First Aid and Safety & Fire Fighting. CONTRACTOR Resident Engineers without above trainings will not be allowed to work at OGT and Offshore PLQP under the subject contract. CONTRACTOR Resident Engineers shall keep valid certificates at Onshore/Offshore. Further, CONTRACTOR must ensure that engineers being deputed under the Contract have been verified for their antecedents by the Police authorities.

14.3

14.4 CONTRACTOR shall supply safety kits and liveries including coveralls, helmets, safety boots, safety glasses, rain coats etc. to all their engineers to be deputed to Onshore/Offshore PLQP. Only cotton clothing is allowed at site. CONTRACTOR engineers should carry their
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own overalls and the same should be bearing their company's logo and should be of different colours (other than orange colour followed by GSPC). 14.5 CONTRACTOR should ensure that, the Engineers being deputed by them shall be medically fit to work at OGT and Offshore PLQP sites. 14.7 Carrying/striking of matches, lighters inside the Onshore/Offshore PLQP, smoking, within the plant are strictly prohibited. Alcohol induced person will not be allowed to enter the working sitesOnshore/Offshore. 15.0 INSURANCE

15.1 Contractors (CONTRACTOR) Insurance: CONTRACTOR shall secure and pay for and maintain in effect during the term of this contract the following Insurance coverage for its employees Public Liability Act Policy/Third party liability Workman compensation Act policy Group personnel accident policy Group Mediclaim policy CONTRACTOR shall secure and pay for and maintain in effect during the term of this contract Insurance coverage for the CONTRACTORs equipment, tools and tackles, spares, etc. for any loss, damage, fault, theft, misappropriation occurred on the Plant or during transit from and to Plant to any place whatsoever. 15.2 Provision of Policies

CONTRACTOR shall cause its insurers or insurance brokers to provide GSPC and such other persons at such times as the GSPC may reasonably request, with copies of the policies obtained by CONTRACTOR pursuant to this Clause 17 accompanied by evidence satisfactory to the GSPC of payment of the premium or required instalment payment of premium for such policies. 16.0 Documentation & Records

CONTRACTOR shall maintain system maintenance related report, SMP & SOP records and reports documenting the operation and maintenance of the Facility and submit to GSPC. These logs will be prepared by CONTRACTOR in consultation with GSPC after award of the contract.
17.0 Responsibility Matrix Remarks, agreeable or not (Y/N)

Sl. No. PERMITS

Description

GSPC

CONTRACTOR

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1.1

1.2

Issue of necessary work permits for carrying out the job Obtaining necessary approvals for permits as and when required Issue of Gate pass / permits to facilitate easy movement of CONTRACTOR personnel, his tools / tackles as & when required to be used

SPARES AND CONSUMABLES Ownership of spares, supplied against 2 Maintenance Contract but not used at sites Consumption of Spares stored at inventory of 2.1 Onsite stock & Bonded stock shall be under GSPC scope INSPECTION & MONITORING Inspection and monitoring of MAINTENANCE 3 CONTRACT work performed by the CONTRACTOR TOOLS & TACKLES Special tools and tackles 4 as recommended by OEM shall be maintained General Tools & Tackles 4.1 shall be carried by TRANSPORTATION & ACCOMADATION Transportation of CONTRACTOR Resident 5 Engineer to and fro from Kakinada for OGT Accommodation of CONTRACTOR Resident 5.1 Engineers for OGT shall be provided by CONTRACTOR Transportation of CONTRACTOR Resident Engineer for Offshore to 5.2 and fro from GSPC Kakinada shore base or helibase

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5.3

Offshore accommodation & food arrangements

CANTEEN & FIRST AID FACILITY Canteen facility to the CONTRACTOR Resident 6 Engineer, on payment basis First AID to 6.1 CONTRACTOR engineer TRAINING First Aid & Fire Fighting training to 7 CONTRACTOR Engineer for OGT First Aid, Fire Fighting training, Survival at Sea & 7.1 HUET training to CONTRACTOR Engineer for Offshore OTHER CONTRACTUAL COMPLIANCES Disposal of hazardous and 7 non-hazardous waste at designated places in OGT Cotton uniform along with PPE ( safety glasses, safety shoes, gloves, 8 helmet etc.) to be provided to CONTRACTOR Engineer Insurance coverage for CONTRACTOR Engineers, including the following: 9 1. Group personnel accident policy 2. Group personnel Insurance policy Maintaining following documents 1. Maintenance task list 10 2. Log sheets 3. Maintenance & Diagnosis Reports Verification of above documents at Sl.No.10 to be done by

11

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12

Office facility for CONTRACTOR Engineers

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SCHEDULE D: PRICE SCHEDULE Multiplier (M) (Total persons required for particular category) 1 Monthly rate=D X MX 31 (No. of days)

Category

Day rate per person (D)

Resident Engineer (RE) Monthly charges for On Shore Resident Support Engineer (Exclusive of all applicable taxes) Monthly charges for Offshore Resident Support Engineer (Exclusive of all applicable taxes) Spare Part Management Spares holding charges at GSPC OGT, PLQP sites and at Yokogawa - Bangalore as per above scope of work Note: Lumpsum monthly charge or day rate (for spare parts holding charge)

1. The contractor has to quote the above rates in price bid format inclusive of all as defined above in scope of work including supplies, taxes and duties etc. except Service Tax. The contractor will be paid only for the actual manpower working in the shifts at site which include all supplies and services by the contractor. 2. Service Tax will be paid separately with the invoice at the prevailing rates. Price Bid Evaluation Price Bids will be evaluated on the basis of quoted Total Monthly Charges for all manpower and services as mentioned in Price Bid Format. Payment Terms: The contractor will be paid 95 % of monthly clear invoice value within 30 days of submission of clear invoice. The total balance 5 % would be paid on satisfactory completion of contract of previous one year. The list of required spares with prices to be stored at GSPC & CONTRACTOR sites has to be prepared by CONTRACTOR in consultation with GSPC as indicated in Annexure-A.

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SCOPE OF HARDWARE (TENTATIVE LIST) COVERED UNDER MAINTENANCE CONTRACTSERVICES AT ONSHORE (It is subject to review by GSPC further after award of work)

Onshore SL. DESCRIP NO TION 1 2 3 4 5 FCS AFV30D I/O NODE HIS ENGS PRINTER S PARALLE L REDUND ANT UPS OF 75KVA SSC50D I/O NODE SHIS SERVER OPC SOE AIMS LARGE VIDEO SCREENFCSAFV30S SCS SSC50D

GSU-1 & GDU-1 1 7

GSU-2 & DPD DPD CSUGDU-2 U-1 U-2 1&SRU-1 DCS Model - CENTUM Vp 1 7 1 7 20 1 10 1 4 2 11

U& O 1 7

GATEW AY 5

TOT AL 12 43 20 1 10

1 2 3 4 5 6 7 8

1 7 6 1 1 1

ESD Model - Prosafe RS 1 2 7 16 20

2 12

2 9

8 51 20 6 1 1 1 1

TRAINING SYSTEM 1 2 1 1

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SCOPE OF HARDWARE (TENTATIVE LIST) COVERED UNDER MAINTENANCE CONTRACTSERVICES AT OFFSHORE (It is subject to review by GSPC further after award of work)

OFFSHORE SL.N O DESCRIPTION PLQ P LF P DDW 1 (PCS ) DDW 1 (WH P) ON SHORE GAS TERMINATI ON 1 2 1 1 1 TOTA L

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

STARDOM RTU SAFETY SYSTEM(BASE 2 1 MODULE) REMOTE SCADA WORK STN 1 SCADA SERVER SCADA HMI CUM ENG STN SCADA OPC SERVER A4 COLOR LASER PRINT(HP M551DN) DCS Model Centum Vp DCS - AFV30D 2 HIS 3 ENGS 1 OPC SERVER 1 SIMPLEX RS-485 MODBUS RTU 1 HMS FOR HART 1 SERVER FOR REMOTE OP & MONITORING 1 ON DCS EWS AT INST LAB DOTMATRIX(LQ2090) 1 A3 COLOR LASER JET 4 ESD PLC Model Prosafe RS PROSAFE-RS - SSC50D 2 1 SENGS 1 A3 COLOR LASER PRINTER(HP 5225DN) 1 2 DOT MATRIX PRINTER(LQ 2090) 1 1 ESD & F&G SOE 1 F&G PLC F&G PLC (SSC50D) 3 F&G ENG STN 1 ICS-PCS ENG/OPERATOR STN 1 A3 COLOR LASER PRINTER(HP 5225DN) 2 RS-485 MODBUS RTU

4 1 2 1 1 1 2 3 1 1 1 1 1 1 4

1 1 1 1 1 1 1

4 2 4 3 2 4 2 1 3 1
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1 1

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26 27 28 29 30

SIMPLEX RS-485 MODBUS RTU TRAINING AFV30S TRG OP STN A3 COLOR PRINTER(HP 5225DN) ESD & F&G PLC(SSC50S) 1 1 1 1

1 1 1 1 1

* Including I/O module, Accessories, Interface hardware & Consoles. The list of required spares to be stored at GSPC & CONTRACTOR, prepared in consultation with CONTRACTOR has been indicated in the Annexure A.

Annexure A List of spare parts covered under Spare Parts Management Service (It is subject to review by GSPC further after award of work).
AT CO NT RA CT OR COMMO N 1 Work Station for Operator Station /TFMS/IAMS/Shift In charge Engineering Station/SOE/OPC/AIMS LVS/UPS station Large video station PC/UPS PC Viewing Gallery station/Laptop LED monitor with inbuilt touch screen LED monitor Firewall Networking, Cables and Terminators 48 Port Network Switches for Vnet/IP L2 switch Network Adapter for VI702 Interface Card. Duplex SM SCSC Patch Z210/HP ML110G 7/HP Compaq 8200 Elite CMT/HP 8560p/HP L2206tm/ HP LE2202x/ HP AS5505/ Cisco 1 1 1 1 UNI T PRI CE( ARC ) ONSHO RE BOND ED STOCK PRICE SITE STOC K PRICE

Sl. No

DESCRIPTION

Model/M ake

AT GSPC

OFFSHO RE

2 3 4 5 6 7 8 9 10 11 12

GS748T/ Netgear EB1F / Magma DUPL.S

1 1 1
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Cord 3 Mtrs Length 13 14 Duplex SM SCLC Patch Cord 3 Mtrs Length 19'' Wide Rack Mountable 12 port LIU Aluminium Body 19'' Wide Rack Mountable 24 port LIU Aluminium Body SM SC Optical Connector with pig tail Duplex SM SCSC Couplers ROUTER Ethernet to FO convertor for Remote HMI Ethernet to FO convertor for LFP Break out Kit

M SCSC CORD REPUTE D LIU12R

1 1

15

LIU24P SM SC OPTICA L.CONN DUPL.S M SCSC COUP CISCO/2 911/K9 MOXA/I MC-21M-SC MOXA/E DS-208AS-SC 6CORE BREAK KIT RS485F O CONVRT R RS232/42 2/485 CONV Birla Ericson Optical Ltd KEI 1

16

17 18 19

1 1 1

20

21

22

RS485 convertor (SC type) to FO convertor RS485 convertor to RS232C convertor

23

24

8 Core fibre Optic Cable Grounding cable: Unarmoured 1C X 6 Sqmm (Green) Grounding cable: Armoured 1C X 25 Sqmm (Green) Multistrand Annealed Bare Copper ARMOURED FR Power Cables. Size: 2C X 6.0 Sq.mm (Red / Black) Multistrand Annealed Bare Copper

25

26

KEI

27

KEI

28

KEI

1
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29

30 31

ARMOURED FR Interconnection Cables. Armoured Modbus Communication Cable suitable for RS485/RS422 Communication POWER DEVICES 24VDC Power Supply unit (27 Amp) Earth Leakage Monitor HART RS485/232 Converter for 14 Package PLC HART interface ovr multidrop Surge Arrestor

YIL STD

32

33

34

35

Surge Arrestor(110vac)

HWS 600 24/RY/N emicLam da CMIWN DC/ABB MOXA / Nport 5230 w / Adapter V20C/1 + NPE+FS 280V / BETTER MANN/V 20C/1+N PEFS 150V 175 OPzS224 0P/Exide Hirel YIL STD

UPS 36 37 38 Lead acid Batteries for 30 minutes ACDB for above UPS Battery to UPS Cables 20M & UPS to ACDB Cables 20M LARGE VIDEO SCREEN 70" diagnol size LED type large video screen in 12x3 matrix with related hardware and software accessories MCT Frame & Blocks RGB6+6x8 MCT frame & Blocks RGB2 GPS RTD for Room Temperature Monitoring 1 1 1

39

40

OVL708/ Barco

41 42 43 44

Roxtec Roxtec Sands Tempsens

1 1 1 1
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45 46

47

Anti Static Wrist Band Annunciators/Pushbuttons /Lamps Integrated annunciator with inbuilt pushbuttons 8 Points Hooter Emergency Pushbuttons Illuminated PRINTER CONSUMABLES Printer Paper ( A4 Size) Printer Paper ( A3 Size) Ink Cartridge for color laser printer Ink Cartridge for B/W laser printer CD TEST MEASURING Fieldmate Fieldbus tool Fieldbus tester Digital votlmeter Digital oscilloscope Tool kit consiting of Spanners, screwdrivers,Soldering rod, continuity tester, drill, tape Corrosion transmitter CVP DCS Vnet IP interface card for AFV10D/AFV30D Operator keyboard 19" TFT Monitor / Equivalent Processor Module Power Supply Module Power Supply Module Communication Module for Node ESB bus interface Slave Module I/O Node Unit

YIL STD

1 1

48 49

Microwar n 0600/Min ilec BD100A K / Patlite EAO

1 1

50 51 52 53 54 55 56 57 58

YIL STD YIL STD YIL STD YIL STD YIL STD FSA111 FBT6 / MTL TY520 710105F HE

1 1 1 1 1 1 1 1 1

59

YIL STD

60 61 62 63 64 65 66 67 68 69

Purafil VI 702 AIP8271 L2206tm/ HP CP461-10 PW481 PW48211 EC402-10 SB401 ANB10D 1 1 1 1 1

1 1

1 1 1

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70 71

Battery for AFV10D Analog I/O Card HART(8 Input + 8 Output) Analog Input Card HART(16 Channel) Analog Input Card (16 Channel) Analog Output Card 16 Channel Digital Input Module 32 Channel(24V ) Digital Output Module 32 Channel(24V) Serial communication module Fieldbus communication module Terminal Board for AAI841 Terminal Board for AAI842 Terminal Board for AAI141 Terminal Board for AAI544 Terminal Board for ADV151 Terminal Board for ADV152 Terminal Module for DO Relay Input Board for ADV151 Relay Output Board for ADV551 24 V DC Power supply Power Distribution for System Cabinet FCS Power Distribution Board Fan Failure Detection Unit

72

73 74 75

CU2T/N DEL S9129FA AAI841H03/K4A 00 AAI141H03/K4A 00 AAI141S03/K4A 00 AAI543 ADV151P13/D5A 00 ADV551P13/D5A 00 ALR121S01 ALF111 YAEA4D 12 YAEA4D *B YAEA4D 11 YAEA4D *B YAED5D 11 YAED5D *F YAED5D *G YRI32AD VTB214 YRO32A DV214 TDK Lambda PDBFCS TD110* A PDBFCS TD220 FFTDU

24 1

76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91

1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
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92 93 94 95 96 97 98 99 100 101 102 103 104 105

Trend Recorder ESB Bus cable 20 cm ESB Bus cable 1 mtr ESB Bus cable 3 mtr Prefab Cable for AAI841/AAI141/AAI543 Prefab Cable for AAI841/AAI141/AAI543 Prefab Cable for AAI841/AAI141/AAI543 Prefab Cable for AAI841/AAI141/AAI543 Prefab Cable for ADV151 / ADV551 Prefab Cable for ADV151 / ADV551 Prefab Cable for ADV151 / ADV551 Prefab Cable for ADV151 / ADV551 Prefab Cable for ADV151 / ADV551 Prefab Cable for ALF111 CAT5eCables 36 mtr (Yellow, Blue)

106

107

CAT5eCables 38 mtr (Yellow, Blue)

108

CAT5eCables 50 mtr (Yellow, Blue) BARRIERS & RELAYS FOR DCS Analog Input Barrier

SR100032 YCB301 C020 YCB301 C100 YCB301 C300 KS1M00 8 KS1M00 9 KS1M01 0 KS1M01 1 AKB331 M010 AKB331 M011 AKB331 M012 AKB331 M013 AKB331 M014 AKB336 M007 CAT5e UTP36 (Yel, Blue) CAT5e UTP38 (Yel, Blue) CAT5e UTP50 (Yel, Blue)

1 1 1 1 1 1 1 1 1 1 1 1 1 1

109 110

111

Analog output Barrier

112

RTD T/C Input Barrier

KFD2ST C4EX1/P &F KFD2SC DEX1.L K/P&F KFD2UT 2EX1/P &F

1
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GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

113

Digital Input Barrier

114 115

Power Feed Module RELAY SAFETY SDN PLC Safety Control Station (R3.01)

KFD2SR 2EX1.W. LB/P&F KFD2EB 2R4A.B /P&F OMRON/ G2R2

1 1

116

FCU Back Plane Dual Redundant Safety control processor unit for Vnet/IP Power supply card for SSC50D I/O Bus Interface Card ESB Bus Interface Slave Module Safety Node Unit Safety Node Unit Analog Input Card 16 Channel Digital Input Module 16 Channel Digital Output Module 16 Channel Terminal Board for SAI143 Terminal Board for SDV144/SDV541 Battery for SSC10D FCS Power Distribution Board Fan Failure Detection Unit ESB Bus cable 20 cm ESB Bus cable 1 mtr ESB Bus cable 3 mtr Prefab Cable for SAI143 Prefab Cable for SAI143

SSC50DS2111/S2 141 SCP451 SPW48413 SEC40111 SSB401 SNB10D CU2N SNB10D CU2T SAI143H33 SDV144S33 SDV541S33 SEA4D0 1 SED4D0 1 S9185FA PDBFCS TD220 FFTDU YCB301 C020 YCB301 C100 YCB301 C300 KS1M00 8 KS1M01

117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135

1 1 1 1 1 1 1 1 1 1 1 16 1 1 1 1 1 1 1
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GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

136 137 138 139 140 141 142 143

Prefab Cable for SAI143 Prefab Cable for SAI143 Prefab Cable for SAI143 Prefab Cable for SDV144/SDV541 Prefab Cable for SDV144/SDV541 Prefab Cable for SDV144/SDV541 Prefab Cable for SDV144/SDV541 Prefab Cable for SDV144/SDV541 BARRIERS & RELAYS FOR ESD Analog input barrier(1 in 1 out) Analog input barrier(1 in 2 Out) Analog Output Barrier

0 KS1M01 1 KS1M01 2 KS1M01 3 AKB331 M008 AKB331 M009 AKB331 M010 AKB331 M011 AKB331 M012

1 1 1 1 1 1 1 1

144

145

146

147

Digital Input Barrier

148

Digital output barrier

149

SIL3 Safety Relays For DI signals SIL3 Safety Relays For DO signals

150

151

Contactors for MCCHT drives

152

Relays for Annuncaiation and Lamps Field bus accessories

KFD2ST C4EX1/P &F KFD2ST C4EX1.2 0/P&F KFD2SC DEX1.L K/P&F KFD2SR 2EX1.W.L B/P&F KFD2SL 2EX1.L KY1/P& F KFD0RS H1.4S.P S2/P&F KFD0RS H1.4S.P S2/P&F LC1D12B L/SCHNE IDER ELECTRI C G2R2SN D24VDC /Omron

GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

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153

Field bus power hub for 4 segment FB Junction box 3 Field barriers FB Junction box 2 Field barriers FB Junction box 1 Field barriers Surge Protector Advanced diagnostic module REMOTE TERMINAL UNIT Base Module for FCN power Supply Module,110VAC power Supply Module,230VAC Processor Module

154

155

156 157 158

MBFB4 R.YO/P& F F.FB0.CS X.A12.1. 0.B13T F.FB0.CS X.A08.1. 0.B13T F.FB0.CS X.A04.1. 0.B13T DPLBF 1.34/P&F HD2DM A/P&F

1 1 1

159 160 161 162

163

SB Bus Repeater Module Analog Input Module Hart (16 Ch Input) Analog Input Module (16 Ch Input) Digital Input Module (32 Channel, 24VDC) Digital Output Module (32 Channel, 24VDC) SB BUS Cable Terminal Board for Analog Input Module (16 Ch Input) Terminal Board for Digital Input Module (32 Ch, 24VDC) Terminal Board for Digital Output Module (32 Ch, 24VDC) Prefab Cable for NFAI141

164 165 166 167 168 169

NFBU200 -S01 NFPW44 1-11 NFPW44 2-11 NFCP100 -S01 NFSB100 S01/SBT0 2 NFAI141H01 NFAI141S01 NFDV15 1-P11 NFDV55 1-P11 NFCB301 -C030 YAEA4D -11@B YAED5D -11@F YAED5D -11@G KS1-M04

1 1 1 1

1 1 1 1 1 1

170

171 172

1 1
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GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

173 174 175

Prefab Cable for NFAI141 Prefab Cable for NFDV151 / NFDV551 Prefab Cable for NFDV151 / NFDV551

KS1-M09 AKB331M04 AKB331M09 YDOMP420@A/P ARAMO UNT YDOMP430@A/P ARAMO UNT

1 1 1

176

Diode Blocking unit

177

Diode Blocking unit

GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

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ATTACHMENT 1 BIDDERS RESPONSE ACKNOWLEDGMENT FORM TENDER NO.: GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029 As a delegated authority/representative of the organization named below, I have reviewed the contents of the package and on behalf of my company, acknowledge the receipt of the same and advise that we will: BID___________________ NOT BID___________________

Reason for no Bid (optional):___________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ___________________________________________________________ For, Name of Company : ________________________________ Signature : _________________________________ Title : _________________________________ Date : _________________________________ Transmittal via facsimile: Kind Attn.: Sr. Manager (Commercial), Gujarat State Petroleum Corporation Limited 6th Floor, North wing, GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar 382 010, Gujarat, India Phone No : +91-79-6670 1605 / 1621 Fax No : +91-79-2323 6375 Transmittal via Email: Bidder can send response through emails also on following emails. rupesh@gspc.in; sumits@gspc.in

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ATTACHMENT 2 PROFORMA FOR LETTER OF AUTHORITY Dated: To, GUJARAT STATE PETROLEUM CORPORATION LTD. (A GOVERNMENT OF GUJARAT UNDERTAKING) GSPC BHAVAN, BEHIND UDYOG BHAVAN SECTOR-11, GANDHINAGAR-382010 INDIA Dear Sir, Sub: GSPC TENDER NO.: _____________________ We _______________________________________ do hereby confirm that Mr. ____________________ (Name (s), position held and address) is/are authorised to represent us to tender, negotiate and conclude the agreement on our behalf with you against your Tender Invitation No. ________________________________ for Annual Maintenance Contract for Distributed Control System (DCS) and Programmable Logic Control (PLC) at Process cum Living Quarter Platform (PLQP) and Onshore Gas Terminal situated off the coast of Kakinada, Andhra Pradesh We confirm that we shall be bound by all the whatsoever our said agents shall commit. Yours faithfully, Signature: Name and Designation For and on behalf of NOTE: This letter of authority should be on printed letterhead of the Bidder, and should be signed by a person competent and having the power of attorney (power of attorney shall be annexed) to bind such Bidder.

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ATTACHMENT 3 PROFORMA OF PERFORMANCE BANK GUARANTEE UNCONDITIONAL [on stamp paper of appropriate value] TO: Date: Gujarat State Petroleum Corporation Ltd., a company incorporated under Companys Law 1956 and having its registered office at GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar- 382010 India (hereinafter referred to as Company).

WHEREAS: (1) Gujarat State Petroleum Corporation Ltd., a company incorporated under Companys Law 1956 and having its registered office at GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar- 382010 India (hereinafter referred to as Company, which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) and [insert], a company incorporated under [insert] having its registered office at [insert] (hereinafter referred to as the Contractor which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) have entered into a Contract for Annual Maintenance Contract for Distributed Control System (DCS) and Programmable Logic Control (PLC) at Process cum Living Quarter Platform (PLQP) and Onshore Gas Terminal situated off the coast of Kakinada, Andhra Pradesh (here in after referred to as the Contract), pursuant to which the Contractor has agreed to perform the Work in accordance with the Agreement. (2) It has been stipulated under the General Conditions of Contract that the Contractor is obliged to furnish to the Company an irrevocable, unconditional, first demand bank guarantee issued by specified financial institutions acceptable to the Company, for a sum equal to INR _________/ USD_________ being 10% (ten per cent) of the Contract value, as guarantee for the due performance by the Contractor of the Contract. [insert] having its registered office at [insert] and a branch office at [insert name of city in India] India, hereinafter referred to as the Bank (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors), bank in India and acceptable to the Company, has at the request of the Contractor agreed to issue this performance bank guarantee in favour of the Company.

(3)

NOW THEREFORE THIS BANK GUARANTEE WITNESSETH AS FOLLOWS: (1) The Bank hereby undertakes the pecuniary responsibility of the Contractor to the Company for the due performance of the Contract and for the payment of any money by the Contractor to the Company and hereby issues in favour of the Company this irrevocable and unconditional performance and payment bank guarantee (hereinafter referred to as the Guarantee) on behalf of the Contractor in the amount of Indian Rupees [insert]/USD [insert] (insert an amount equal to ten per cent (10%) of the Contract Value) (hereinafter referred to as the Guarantee Amount.)

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(2)

The Bank for the purpose hereof unconditionally and irrevocably undertakes to pay to the Company without any demur, reservation, cavil, protest or recourse; immediately on receipt of first written demand from the Company, any sum or sums (by way of one or more claims) not exceeding in the aggregate the amount of Indian Rupees [insert]/USD [insert] (insert an amount equal to ten per cent (10%) of the Contract Value) without the Company needing to prove or to show to the Bank grounds or reasons for such demand for the sum specified therein and notwithstanding any dispute or difference between the Company and the Contractor in respect of the performance of the Contract or moneys payable by Contractor to the Company or any matter whatsoever related thereto. Multiple demands may be made in respect of Banks guaranteed obligations. The Bank acknowledges that any such demand by the Company of the amounts payable by the Bank to the Company shall be final, binding and conclusive evidence in respect of the amounts payable by the Contractor to the Company. The Bank hereby waives the necessity for the Company from demanding the aforesaid amount or any part thereof from the Contractor and also waives any right that the Bank may have of first requiring the Company to pursue its legal remedies against the Contractor, before presenting any written demand to the Bank for payment under this Guarantee. The Bank further unconditionally agrees with the Company that the Company shall be at liberty, without the Banks consent and without affecting in any manner the Banks obligation under this Guarantee, from time to time, to: (i) (ii) (iii) vary and/or modify any of the terms and conditions of the Contract, extend and/or postpone the time for performance of the obligations of the Contractor under the Contract, or forbear or enforce any of the rights exercisable by the Company against the Contractor under the terms and conditions of the Contract

(3)

(4)

(5)

and the Bank shall not be relieved from its liability by reason of any such act or omission on the part of the Company or any indulgence by the Company to the Contractor or other thing whatsoever which under the law relating to sureties would, but for this provision, have the effect of relieving the Bank of its obligations under this Guarantee. (6) The Banks obligations under this Guarantee shall not be reduced by reason of any partial performance of the Contract. The Banks obligations shall not be reduced by any failure by Company to timely pay or perform any of its obligations under the Contract. Any payment made hereunder shall be made free and clear of and without deduction for, or on account of, any present or future taxes, levies, imposts, duties, charges, fees, commissions, deductions or withholdings of any nature whatsoever and by whomever imposed; and where any withholding on a payment is required by law, the Bank shall comply with such withholding obligations and shall pay such additional amount in respect of such payment such that Company receives the full amount due hereunder as if no such withholding had occurred.
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(7)

GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

(8)

(9)

This Guarantee shall be a continuing bank guarantee and shall not be discharged by the change in constitution of any member of the Contractor and the Guarantee shall not be affected or discharged by the liquidation, winding up, bankruptcy, reorganisation, dissolution or insolvency of any member of the Contractor or any other circumstances whatsoever. The Bank shall not be discharged or released from this Guarantee by any waiver, modification, agreement made between the Contractor and Company with or without our consent or by any alteration in the obligations undertaken by the Contractor or by any forbearance whether as to payment, time performance or otherwise, or by any change in name or constitution of Company or the Contractor. This Guarantee shall be in addition to and not in substitution or in derogation of any other security held by the Company to secure the performance of the obligations of the Contractor under the Contract. The Bank agrees that the Company at its option shall be entitled to enforce this Guarantee against the surety, as a principal debtor in the first instance without proceeding at the first instance against the Contractor. Without prejudice to any continuing liability to perform obligations under this Guarantee, which have arisen prior thereto, the Bank shall be released from any further obligations arising hereunder after [insert] (insert the date.). The Company may assign this Guarantee to any person and in such case the Company shall inform the Bank in writing. This Guarantee shall not be assigned or transferred by the Bank. This Guarantee shall be governed and construed in accordance with the laws of India and all of the parties to this Guarantee hereby irrevocably submit to the non-exclusive jurisdiction of the High Court of Ahmedabad. The Bank has the power to issue this Guarantee in favour of the Company. The aggregate liability of the Bank under this Guarantee shall not under any circumstance exceed Indian Rupees [insert] (insert an amount equal to ten per cent (10%) of the Contract Price). Notwithstanding anything contained herein, this Guarantee shall be valid up to six months after the completion / termination of the Contract (including any extensions thereof, written notice of which shall be provided to the Bank). A written claim or demand shall be served upon us on or before the said date, after which This Guarantee shall become null and void. No action, event or condition which by any Applicable Law should operate to discharge the Bank from liability hereunder shall have any effect and the Bank hereby waives any right it may have to apply such law, so that in all respects its liability hereunder shall be irrevocable and, except as stated herein, unconditional in all respects. Capitalised terms not otherwise defined herein shall have their respective meanings given such terms set forth in the Contract. This Guarantee shall be governed by and construed in accordance with the laws of India.

(10)

(11)

(12) (13)

(14)

(15)

(16)

(17) (18)

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IN WITNESS WHEREOF the Bank, through its authorised officer, has set its hand and stamp on this [insert] day of [insert] 2012. (Signature) Name : ______________________________________________ Designation : ______________________________________________ Bankers Seal : ______________________________________________ Address : ______________________________________________ (Duly authorised representative) Vide power of attorney No. [insert] Dated [insert] Witness [insert] [insert]

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ATTACHMENT - 4

NO GIFT REPRESENTATION Contractor and its officers and directors executing this document represent and warrant to Company and agree with Company as follows Neither Contractor, nor any officer, director, employee, ultimate beneficial Company of shareholder of Contractor, has made or will make or cause to be made connection with the performance of this Agreement or any other contract or agreement with Company, any payments, loans or gifts or promises or offers of payments, loans or gifts of any money or anything or value directly or indirectly pay to or for the user benefit of any official or employee of: (a) (b) (c) (d) (e) Company Any government or agency or instrumentality of any such government To any political party official or candidate thereof Companys Co-venturers: or To any other person in advance or as a reimbursement if it knows or has reason to suspect that any part of such payment, loan or gift will be directly or indirectly given of paid by such other person, or will reimburse such other person for payments, gifts or loans previously made to any of the foregoing.

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ATTACHMENT 5 PROFORMA FOR DEVIATIONS/ EXCEPTIONS GUJARAT STATE PETROLEUM CORPORATION LTD. TENDER NO.: GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029 Any and all exceptions/deviations/conditions to the terms and conditions of TENDER NO.: GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029 should be indicated here and submitted along with the Unpriced Techno Commercial Bid without any price impact. Price impact, if any, of the exceptions/ deviations shall be duly completed, in this proforma, and attached to the Priced Commercial Bid only. If the bidder does not intend to take any exception / deviation then he shall mark No Exceptions Taken in this proforma. If the proforma is left blank or if this sheet is not attached to the bid, then it will be presumed that bidder has not taken any exception/deviation/condition to the terms and conditions of the TENDER DOCUMENT. COMPANY shall not take cognisance of any exception/deviation/condition (if any) indicated elsewhere except in this proforma. Tender No. GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029 Technical Part (attach to Unpriced Techno Commercial Bid) Section No, Page No. and Clause No. Description of exception/ deviation/ condition Whether Reason(s) for there is a exception/ deviation/ Cost impact? condition ** Yes / No Effect on Commencement Date

** Please do not indicate the price impact, if any, here. Tender No. - GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029 Commercial Part (attach to Priced Commercial Bid) Currency: ______________ Section No., Description of Page No. exception/ and deviation/ condition Clause No. Reason(s) for exception/ deviation/ condition Indicate Cost Effect on impact on bid Commencement price if exception Date is accepted / rejected by GSPC

Note: Please make additional copies if necessary or use the exact format given above.

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ATTACHMENT 6 CHECK LIST This portion of the Tender is intended to serve as a checklist to ensure that all information necessary to evaluate your proposal has been included. Please indicate Yes / No or Acceptable / Not Acceptable, whichever is not applicable. TECHNICAL 1. 2. Has the Bidder quoted for full scope of work as specified in the tender? YES / NO YES / NO YES / NO YES / NO Has the Bidder furnished the list of equipment that will be used in the performance of the work along with their make, technical data, catalogue/ brochure of the manufacturer, etc.? Has the Bidder furnished the minimum personnel proposed to be assigned 3. to this work in the format provided? Has the Bidder furnished its Quality Control Manual 4. and/ or Quality Control Program along with the Un-priced Techno Commercial Bid? COMMERCIAL Confirm whether the Bidder has submitted a Tender Fee as per Clause 5. mentioned in the Invitation to Bidders. Confirm whether the Bidder has submitted a Bid Security as per Clause 6. mentioned in the Instructions to Bidders. Confirm whether the Bidder agrees to furnish a Performance Bank 7. Guarantee as per format provided in attachement-3. Confirm that the prices quoted are firm and are inclusive of all taxes, 8. duties, levies etc., applicable to personnel, equipment and materials to be used for execution of the Contract. Confirm whether the prices quoted are firm and applicable even if the 9. work is awarded only in part. 10. 11. 12. 13. 14. 15. 16. Has the Bidder confirmed the Commencement/mobilisation Date? Confirm acceptance of Insurance liability as per Clause of the draft Contract. Confirm acceptance of Force Majeure provision as per mentioned in the draft Contract. Confirm acceptance of Liquidated Damages provision as per the draft Contract. Confirm acceptance provision for Arbitration as per Clause of the draft Contract. Confirm acceptance Taxes and Duties provision as per of the draft Contract. Confirm whether Unpriced Technical Bid with all attachments and enclosures have been furnished in duplicate (1 Original + 1copy) in a separate sealed cover. Ensure that Price Schedule of the Unpriced Technical Bid is blank.

YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO

YES / NO

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17. 18. 19.

20. 21. 22. 23.

Confirm whether Priced Commercial Bid (1 Original +1 Copy) comprising only the Price Schedule as per the format has been furnished. Has Bidder ensured that there is no over-writing in the offer? Have corrections, if any, been properly attested/ initialled by the Bidder. Has Bidder ensured that the all pages of the Tender Documents including additional sheets, if any, attached by the Bidder signed by the duly authorized officer of the Bidder? Has Bidder ensured that proof of the signing authority to legally bind the Bidder is furnished? Does the Bidder accept Bid validity period? If the Bid is submitted by a consortium, confirm whether the MOU of the consortium / JVC has been furnished. Have all the exceptions/deviations/conditions taken by the Bidder, having cost impact or not, been listed in the format provided as Attachment and attached with the Unpriced Techno Commercial Bid, without including the cost impact, if any? Has Bidder proposed any incentive scheme? Has the Bidder included the cost impact of incentive schemes in the Priced Commercial Bid only? Has the cost impact, if any, of the exceptions taken been attached with the Priced Commercial Bid? Confirm whether the Bidder agrees for applicability of Indian Laws Confirm whether the Bid form is made as the cover page of Price bid submitted Confirm the whether the Bidder has provided Letter of Authority Confirm whether the Bidder has pasted the cut out Slips on the Technical Unpriced, Priced bid and the outer envelope as applicable

YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO

YES / NO

24. 25. 26. 27. 28. 29. 30.

YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO YES / NO

GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

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ATTACHMENT 7 LIST OF APPROVED BANKS

GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

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ANNEXURE-1

CUT-OUT SLIP for Priced offer

DO NOT OPEN - THIS IS A QUOTATION PRICE OFFER Client Tender No. : Gujarat State Petroleum Corporation Ltd. : GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029

Project Name: Annual Maintenance Contract for Distributed Control System (DCS) and Programmable Logic Control (PLC) at Process cum Living Quarter Platform (PLQP) and Onshore Gas Terminal situated off the coast of Kakinada, Andhra Pradesh Bid Due Date: _______ 2013 up to 1700 Hrs (IST) From: To:

Mr. Rupesh Shah Sr. Manager (Commercial) Gujarat State Petroleum Corporation Ltd. 6th Floor, North wing, GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar-382010, India Tel: +91-79-6670 1605 Fax:+91-79-2323 6375

(To be pasted on the envelope containing PRICED OFFER)

==========================================================

GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

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ANNEXURE-2

CUT-OUT SLIPS for Unpriced offer

DO NOT OPEN - THIS IS A QUOTATION TECHNICAL (UNPRICED) OFFER Client Tender No. : Gujarat State Petroleum Corporation Ltd. : GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029

Project Name: Annual Maintenance Contract for Distributed Control System (DCS) and Programmable Logic Control (PLC) at Process cum Living Quarter Platform (PLQP) and Onshore Gas Terminal situated off the coast of Kakinada, Andhra Pradesh Bid Due Date: _______ 2013 up to 1700 Hrs (IST) From: To:

Mr. Rupesh Shah Sr. Manager (Commercial) Gujarat State Petroleum Corporation Ltd. 6th Floor, North wing, GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar-382010, India Tel: +91-79-6670 1605 Fax:+91-79-2323 6375 (To be pasted on the outer envelope containing UNPRICED OFFER) ==========================================================

GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

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ANNEXURE-3

CUT-OUT SLIPS for outer envelope

DO NOT OPEN - THIS IS A QUOTATION Client Tender No. : Gujarat State Petroleum Corporation Ltd. : GSPC/ KG-OSN-2001/3/ DDWFD/AMC for DCS & PLC /2013-14/10029

Project Name: Annual Maintenance Contract for Distributed Control System (DCS) and Programmable Logic Control (PLC) at Process cum Living Quarter Platform (PLQP) and Onshore Gas Terminal situated off the coast of Kakinada, Andhra Pradesh Bid Due Date: _______ 2013 up to 1700 Hrs (IST) From: To:

Mr. Rupesh Shah Sr. Manager (Commercial) Gujarat State Petroleum Corporation Ltd. 6th Floor, North wing, GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar-382010, India Tel: +91-79-6670 1605 Fax:+91-79-2323 6375

(To be pasted on the outer envelope containing PRICED & UNPRICED OFFER)

========================================================

GSPC/ KG-OSN-2001/3/ DDWFD/ AMC for DCS & PLC /2013-14/10029

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ANNEXURE-4 BID FORM Date: To: GUJARAT STATE PETROLEUM CORPORATION LTD. (GSPC) (A GOVERNMENT OF GUJARAT UNDERTAKING) GSPC BHAVAN, BEHIND UDYOG BHAVAN SECTOR-11, GANDHINAGAR-382010 INDIA Gentlemen, Having examined the Conditions of Contract and Specifications including Addenda Nos (Insert Numbers)__________ the receipt of which is hereby duly acknowledged, we the undersigned, offer to complete the Scope of Work (Description of Goods and Services) ___________________________________________ in conformity with the said Drawings, Conditions of Contract and Specifications for the same (total Bid amount in words and figures)_____________________________________________________ or such other sums as may be ascertained in accordance with the Price Schedule attached herewith and made part of this Bid. We undertake if our Bid is accepted, to complete Scope of Work as agreed and specified in the Tender Document. If our Bid is accepted we will obtain the guarantee of a Bank in a sum equal to ten per cent (10%) of the Contract Value for the due performance of the Contract. We agree to abide by this Bid for a period of 120 days from the final Bid due date under Invitation for Bids and it shall remain binding upon us and would be accepted at any time before the expiration of that period. Until a formal Contract is prepared and executed, this Bid, together with your written acceptance thereof in your notification of award (Letter of Intent / Letter of Award / Work Order) shall constitute a binding Contract between us. We understand that you are not bound to accept the lowest or any Bid, you may receive. Dated this ________________Day of_______________ 2013 Signature . In the capacity of duly authorized to sign Bid for an on behalf of Witness Address Signature
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