schedule -iv draft contract prabha energy private … · a prabha energy private limited (pepl),...

Tender - PEPL/CBM/INTR/LC/GCDGU/06-R/2019

SCHEDULE -IV

DRAFT CONTRACT

PRABHA ENERGY PRIVATE LIMITED

and

…[Contractor]…

Contract Number ………………

BLOCK NK-CBM-2001/1

CONTRACT

FOR

PROVISION OF HIRING GAS COMPRESSION AND GAS DEHYDRATION SERVICES


THIS FORM OF AGREEMENT FOR SURFACE WELL FACILITY is made this ** day of

********, **** at Ahmedabad

BETWEEN

(1) PRABHA ENERGY PRIVATE LIMITED, a company incorporated in India, under the Company Act 1956 having its registered and corporate office at 12A Abhishree Corporate Park, Opp. Swagat Bungalow BRTS Stop, Ambli Bopal Road, Ambli, Ahmedabad 380058, India (hereinafter referred to as the "Company", which expression, unless the context requires otherwise, shall include its successors,administrators, executors and permitted assignees); on one part and

(2) [name], [company number] a company incorporated under the laws of

[state/country] and having its registered office at [address] (hereinafter referred

to as the "Contractor", which expression, unless the context requires otherwise,

shall include its successors, administrators, executors and permitted assignees)

on other part

RECITALS

Whereas:

A Prabha Energy Private Limited (PEPL), referred to as Company, on behalf of

consortium partner’s comprising of PEPL, Oil & Natural Gas Corporatation Limited

(ONGCL) & Indian Oil Corporation Limited (IOCL) proposes to start CBM

development operations inclusive of drilling of 68 vertical wells in North Karanpura

CBM Block NK-CBM-2001/1, Jharkhand starting in the year of 2017-18. It is likely

that the number of wells may be increased or decreased from 68 wells envisaged

as per the FDP.

The North Karanpura Coalfield is the western most and second largest (1230 km2)

coal basin of the Hazaribagh, Palamu and Chatra districts of Jharkhand, India. It is

situated about 60 km northwest of Ranchi and 20km SW of Hazaribagh.


North Karanpura CBM Block (NK-CBM-2001/1) is a part of the North Karanpura

Coal field covering an area of 340 sq. Kms. Subsequent to relinquishment of 68.5

sq.km area after initial assessment, 271.5 sq.km are left for CBM exploration and

development. Presently, approx. 49 sq. kms area has been carved out for initial

development with a provision for further development in future.

B The Company, together with its Co-venturers, have certain rights to carry out

development operations in CBM Block NK-CBM-2001/1, North Karanpura,

Jharkhand, India pursuant to a Contract for Exploration & Production of Coal Bed

Methane dated 26th July 2002 between Govt. Of India, Oil & Natural Gas

Corporation Ltd., and Indian Oil Corporation Ltd.

C The Company is the operator in accordance with the terms of an Operating

Agreement dated 7th October 2014 (the “Operating Agreement”) among the Co-

venturers and as such has the authority to enter into contracts on behalf of the Co-

venturers;

D The Company requires the Contractor to provide Contractor’s Equipment and the

Contractor’s Personnel and certain services and the Contractor is engaged in the

business of providing such services and has agreed to perform the Services for

the Company on the terms and conditions set out in this Contract. Further, It is

essential to the Company that the Services to be provided under this Contract are

rendered in timely manner as envisaged in the Contract. In entering into this

Contract, Contractor acknowledges that time is the essence and agrees to the

provisions in the Contract addressing that.

E And whereas the Company has accepted the Bid of Contractor and has placed

Fax order / Letter of Intent / notification of award vide its letter No. ……Dated

….on the Contractor.

F This contract is awarded under International Competitive Bidding Process.

NOW THEREFORE IT IS HEREBY AGREED as follows:

1. The Contractor agrees to perform the Services in accordance with the terms and

conditions of this Contract and, in consideration of its due performance of the

Services, the Company agrees to pay the Contractor according to the rates, terms

and conditions herein contained.

2. The Contract shall comprise the following documents:


This Agreement;

Schedule II: Scope of Work;

Schedule III: Compensation Schedule,

Schedule IV: Conditions of Contract;

(all hereinafter the “Contract”)

3. The terms and conditions of this Contract shall take effect from [insert date] (the

“Effective Date”) and shall continue in force:

(a) where it is specified in the Contract that the duration of this Contract is a fixed period of time, until expiry of such period (or any extension thereof); or

(b) in all other cases, until completion of the Services in accordance with the Contract.

4. The required date for completion of the Services is [insert date].

5. NOT USED.

6. The duration contract shall be the period starting form the date of mobilization of

Services to carry out work as per scope of work indicated in the schedule and

annexure to this Agreement. The planned commencement of the work within two

weeks from the date of LOI/Contract. Complete job is required to be completed

within stipulated time mentioned in the contract from the date of LOI/Site

Clearance.

7. NOT IN USE

8. The Contractor shall be required to provide the Company with an irrevocable and

unconditional performance security or other equ iva lent secu rit ies as liste d

in the tender, of an amount equal to 10% of the annualized Contract Value

valid up to 6 months post expiry of the contract in the form attached to

Schedule I (Conditions of Contract) from a bank or financial institution acceptable

to the Company (acting reasonably) (the “Performance Security).

The Performance Security shall be provided by the Contractor promptly

following execution of the Contract. The Performance Security shall be provided

by the Contractor within 15 days from the date of letter of award. If requested by

the Company, the Contractor agrees to extend the validity period of the

Performance Security or to issue a further Performance Security in the event that


the duration of this Contract is for any reason extended beyond such validity

date.Failure to comply with the preceding provisions of this Clause 8 shall be

deemed to be a Default which is capable of remedy and the Company shall be

entitled to terminate the Contract, or part thereof, in accordance with its rights

under contract. Further in the event Contractor fails to honour any of his

commitments under this Contract or in respect of any amount due from

Contractor to the Company. The Company shall have unconditional option

under the Security to invoke this said security with the bank and claim the

amount from the Bank.

9. Notwithstanding any other provisions of the Contract, no payments due to the

Contractor by the Company under the Contract shall be payable by the Company

to the Contractor until the Performance Security has been delivered to the

Company.

For the purposes of Clause 32 (Payment) of Schedule IV (Conditions of Contract), the

Company shall make payment of a correct invoice within 30 days of receipt to the

Contractor’s nominated bank account in [Indian Rupees by electronic clearing and for

this purpose the Contractor shall submit details pertaining to (1) Bank Name (2) Bank

Account No. (3) Branch Address with Pin Code (4) MICR No. (5) IFSC Code etc. to

facilitate Company making the payment. The Contractor shall also insure the

submission of Invoice containing all details along with other documents, as per

requirement of Clause 21 (Payment) of Schedule I (Conditions of Contract); the various

addresses for the purpose shall be as under:


Invoice shall be raised in favour of -

Prabha Energy Private Limited

4th Floor, Rishabh Complex,,

Ashok Nagar,

RANCHI – JHARKHAND, INDIA

Tel. No: +91-

Fax. No: +91- Original Invoice shall be send/dispatched to at following address for

payment purpose

Prabha Energy Private Limited

12A , Abhishree Corporate Park,

Ambli Bopal Road, Ambli,

AHMEDABAD – 380 058, INDIA

Tel. No: +91-2717-298510

Fax. No: +91-2717-298520

E Mail: [email protected]

Attention :- Mr. Saurabh Shah

Clause 39.5 (Notices) of Schedule I V

11 For the purposes of

Contract), the address for notices shall be:

If to the Company:

[Insert Address]

Mail ID: [ ]

(Conditions of

Attention: [ ]

mailto:[email protected]


If to the Contractor:

[Insert Address]

Mail ID: [ ]

Attention: [ ]

12. For the purposes of this Contract, the Company’s Representative for contractual

matters shall be [name/designation] and the Company’s Representative for

operational/technical matters shall be [name/designation].

For the purposes of this Contract, the Contractor’s Representative for contractual

matters shall be [name/designation] and the Contractor’s Representative for

operational/technical matter shall be [name/designation].

13. The following additional terms and conditions shall apply to this Contract:

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day,

month and year herein above written:

Signed by………………………………………

…………………………….[Print Name]

for and on behalf of PRABHA ENERGY PRIVATE LIMITED

Witness…………………………………………………….

Tender - PEPL/CBM/INTR/LC/GC-GD/11/2018

………………………………………..[Witness Name]

Signed by…………………………………………………….

…………………………………………[Print Name]

for and on behalf of [Name of Contractor]

Witness…………………………………………………….

…………………………………………[Witness Name]


1.0 DEFINITIONS:

1.1 In the contract, the following terms shall be interpreted as indicated:

a) "Contract" shall mean agreement entered into between Company

and Contractor, as recorded in the contract Form signed by the parties, including all attachments and appendices thereto and all documents incorporated by reference therein;

b) "Contract Price" shall mean the price payable to Contractor under the contract for the full and proper performance of its contractual obligations;

c) "Work" shall mean each and every activity required for the

successful performance of the services described in Section II, the Terms of Reference.

d) "Company" or "PEPL" shall mean Prabha Energy Pvt. Limited;

e) “EMPC” shall mean the Engineering & Project Management

Consultancy firm engaged by PEPL for the Contract

f) "Contractor" or “EPC Contractor” shall mean the Contractor performing the work under this Contract.

g) "Contractor's Personnel" shall mean the personnel to be

provided by the Contractor to provide services as per the contract.

h) "Company's Personnel" shall mean the personnel to be

provided by PEPL or PEPL's contractor (other than the Contractor executing the Contract). The Company representatives of PEPL are also included in the Company's personnel.

i) “Worksite / Site” shall mean the location provided by Company

for the construction of the unit at PEPL’s facility in CBM Block- Noth Karanpura, Jharkhand

j) “Willful Misconduct” shall mean intentional disregard of good and

prudent standards of performance 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."


2.0 EFFECTIVE DATE, MOBILISATION TIME, DATE OF COMMENCEMENT OF THE CONTRACT AND DURATION OF CONTRACT:

2.1 EFFECTIVE DATE:

The contract shall become effective as of the date Company notifies Contractor in writing (through Letter of Award) that it has been

awarded the contract. This date of issue of Letter of Award (LOA) will be the Effective Date of Contract.

2.2 KICK OFF MEETING (KOM):

The Kick-off Meeting (KOM) shall be held at Ranchi/Ahmedabad within a maximum period of 15 days from the date of issue of Letter of Award (LOA). Contractor shall mobilize their personnel for attending KOM at R a n c h i within 15 days from the date of Letter of Award (LOA).

2.3 DATE OF COMMENCEMENT OF CONTRACT:

The commencement date of the Contract will be reckoned from the date of issue of LOA.

2.4 DURATION OF CONTRACT:

The duration of the Contract shall be for a period of Sixty months to be reckoned from the commencement date of the Contract including time for testing & commissioning of the plants.

2.5 CONDITION PRECEDENT TO THE CONTRACT

Acquisitions of the land for GGS facility in CBM Block North Karanpura is underway and expected to complete the acquisition in time. Multiple factor involved and affect the land acquisition and delays are expected and shall be minimized.

However in case delay occurred in handing over of land in totality, date of commencement will be taken from the date of handing over of land to contactor.

In case part of land provided and contactor can start the work than extra time will be provided in proportion of quantum of work to be effect to be taken on non-available work.


3.0 GENERAL OBLIGATIONS OF CONTRACTOR:

Contractor shall, in accordance with and subject to the terms and conditions of this Contract:

3.1 Perform the work described in the Terms of Reference (Section I) in most economic and cost effective manner.

3.2 Except as otherwise provided in the Terms of Reference and the special Conditions of the contract provide all labour as required to perform the work.

3.3 Perform all other obligations, work and services which are

required by the terms of this contract or which reasonably can be implied from such terms as being necessary for the successful and timely completion of the work.

3.4 Contractor shall be deemed to have satisfied himself before

submitting his bid as to the correctness and sufficiency of its bid for the services required and of the rates and prices quoted, which rates and prices shall, except insofar as otherwise provided, cover all its obligations under the contract.

3.5 Contractor shall give or provide all necessary supervision during

the performance of the services and as long thereafter within the warranty period as Company may consider necessary for the proper fulfilling of Contractor's obligations under the contract.

3.6 Contractor shall strictly follow all the statutory norms and

guidelines issued by the various Government agencies in regards to safety & environmental issues.

4.0 GENERAL OBLIGATIONS OF THE COMPANY:

Company shall, in accordance with and subject to the terms and conditions of this contract:

4.1 Pay Contractor in accordance with terms and conditions of the

contract.

4.2 Allow Contractor and his personnel access, subject to normal security and safety procedures, to all areas as required for orderly performance of the work.

4.3 Perform all other obligations required of Company by the

terms of the contract.

5.0 PERSONNEL TO BE DEPLOYED BY CONTRACTOR


5.1 Contractor warrants that they will provide competent, qualified and sufficiently experienced personnel to perform the work correctly and efficiently and shall ensure that such personnel observe applicable Company and statutory safety requirement. Upon Company's written request, Contractor, entirely at their own expense, shall remove immediately, from assignment to

the work, any personnel of the Contractor determined by the Company to be unsuitable and shall promptly replace such personnel with personnel acceptable to the Company without affecting Company's work.

5.2 The Contractor shall be solely responsible throughout the

period of the contract for providing all requirements of their personnel, and of their sub-contractors, if any, including but not limited to insurance, housing, medical services, messing, their transportation to & fro from field site(both air and land transportation), in route expenses, vacation, salaries and all amenities, termination payment and taxes, if any, payable at no charge to the Company & Company shall have no responsibility or liability in this regard

5.3 Contractor's key personnel shall be fluent in English language

(both writing and speaking).

6.0 WARRANTY AND REMEDY OF DEFECTS

6.1 Contractor must warrant that they shall perform the work in a first class, workman-like, and professional manner and in accordance with their highest degree of quality, efficiency, and with the state of the art technology and in conformity with all specifications, standards and drawings set forth or referred to in the Technical- Scope of Work (Section-II) and with instructions and guidance which the Company may, from time to time, furnish to the Contractor.

6.2 Should the Company discover at any time during the tenure of

the Contract or within the Performance Liability Period of the Contract that the work carried out by the contractor does not conform to and perform as per terms and conditions of the Contract, Contractor shall after receipt of notice from Company, promptly perform all corrective work required to make the services conform to the Warranty. Such corrective work shall be performed entirely at Contractor's own expenses. If such corrective work is not performed within a reasonable time, the Company, at its option, may have such remedial work carried out by others and charge the cost thereof to Contractor, subject to a maximum of the contract value


payable for the defective work which needs corrective action which the Contractor must pay promptly. In case Contractor fails to perform remedial work, the performance security shall be forfeited.

6.3 All Goods or Materials shall be supplied strictly in accordance with the specifications, drawings, data sheets, other attachments and conditions stated in the Contracts.

6.4 The list of vendors/site works contractors deployed by the

Contractor in consultation with PEPL/EPMC should include only such contractors who have proven performance track record.

6.5 The Contractor guarantees that the Goods or Materials

supplied under the Contract are new, unused, of the most recent or current models and incorporate all recent improvements in design and materials unless provided otherwise in the Contract. The Contractor further warrants that the goods supplied under this Contract shall have no defect arising from design, materials or workmanship.

6.6 No deviation from such specifications or alterations or of

these conditions shall be made without agreement with the Company in writing, which must be obtained before any work against the order is commenced. All materials supplied by the Contractor pursuant to the Contract (irrespective of whether engineering, design data or other information has been furnished, reviewed or approved by Company) are guaranteed to be of the best quality of their respective kinds, (unless otherwise specifically authorized in writing by Company) and shall be free from faulty design, workmanship and materials, and to be of sufficient size and capacity and of proper materials so as to fulfill in all respects operating conditions, if any, specified in the Contract.

6.7 This Guarantee shall remain valid for a period of 12 (twelve)

months from the date of putting into operation after 3 monthsof trial run & commissioning. If any trouble or defect, originating with the design, material, workmanship or operating characteristics of any materials, arises at any time prior to expiry of guarantee period, the Contractoris notified thereof, Contractor shall, at his own expense and as promptly as possible, make such alterations, repairs and replacements as may necessary to permit the material to functions in accordance with the specifications and to fulfill the foregoing guarantees.


6.8 In case the commissioning is delayed due to the reason solely attributable to Company, whereas the plant has been completed and made ready for Commissioning by the

Contractor, such warranty/guarantee shall be valid for a period of 1 8 (Eighteen) months reckoned from the date of d ispatch o f plant from Contractor facility or 12 (twelve) months from the date of issue of Certificate of Completion and acceptance, whichever is earlier.

6.9 The Company may, at its option, remove such defective

materials, at Contractor’s expense in which event Contractor shall, without cost to Company and as promptly as possible, furnish and install proper materials. Repaired or replacement materials shall be similarly guaranteed by the Contractor for a period of no less than 12 (twelve) months from the date of replacement/ repair.

6.10 In the event that the materials supplied do not meet the

specifications and/ or not in accordance with the drawings data sheets or the terms of Contract and rectification is required in site, Company shall notify the Contractor giving full details of differences. The Contractor shall attend the site within 3 (three) days of receipt of such notice to meet and agree with representatives of Company, the action required to correct the deficiency. Should the Contractor fail to attend meeting at site within the time specified above, Company shall immediately rectify the work/ materials and Contractor shall reimburse Company all cost and expenses incurred in connection with such trouble or defect. In case the Contractor fails to perform remedial work, the Performance Security shall be invoked.

6.11 The Contractor shall be responsible for PLANT

performance guarantees in terms of product quality and rated capacity including turn down capacity of each Unit and/ or facility and/ or systems so far as related to or depend upon or arise out of any Residual Process Design, HAZOP Study performed and/ or done and/ or designs, drawings and/ or specifications furnished or approved by the EPMC and to detailed Engineering or other work performed, done or approved by the EPMC.

6.12 The guarantees shall also cover mechanical performance

guarantees for related equipment efficiencies and their

performance as laid down in the Process Package. The

guarantee shall also cover performance of the measurement and control systems as a whole. Failure to meet the


performance guarantees, including underperformance of any equipment, shall be made good by the Contractor by

alteration, replacement or repair (including hook-up, testing and commissioning) as necessary at no extra cost to the PEPL & within time frame mutually agreed upon.

6.13 During the guarantee period if the Contractor is requested by

Company to visit site for checking and carrying out remedial Work of facilities and equipment, all expenses towards personnel, travelling to and from the site living and accommodation etc. for remedial Works shall be borne by the Contractor unless defects are caused by the Company, or its Agents or other contractors.

7.0 CONFIDENTIALITY, USE OF ONTRACT

DOCUMENTS AND INFORMATION:

7.1 Contractor shall not, without Company's prior written consent, disclose the contract, or any provision thereof, or any specification, plan, drawing pattern, sample or information furnished by or on behalf of Company in connection therewith, to any person other than a person employed by Contractor in the performance of the contract. Disclosure to any such employed person shall be made in confidence and shall extend only so far, as may be necessary for purposes of such performance with prior permission from Company. However, nothing hereinabove contained shall deprive the Contractor of the right to use or disclose any information : (a) which is possessed by the Contractor, as evidenced by the Contractor's written records, before receipt thereof from the Company which however the Contractor shall immediately inform to Company ; or (b) which is required to be disclosed by the Contractor pursuant to an order of a court of competent jurisdiction or

other governmental agency having the power to order such disclosure, provided the Contractor uses its best efforts to provide timely notice to Company of such order to permit Company an opportunity to contest such order subject to prior permission from Company.

7.2 Contractor shall not, without Company's prior written consent,

make use of any document or information except for purposes of performing the contract.

7.3 Any document supplied to the Contractor in relation to the


contract other than the Contract itself remain the property ofCompany and shall be returned (in all copies) to Company on completion of Contractor's performance under the Contract if so required by Company. All information obtained by Contractor in the conduct of operations and the information/maps provided to the Contractor shall be considered confidential and shall not be divulged by Contractor or its employees to anyone other than the Company's personnel. This obligation of Contractor shall be in force even after the termination of the contract. However, the above obligation shall not extend to information which: (i) is, at the time of disclosure, known to the public which Contractor shall immediately inform Company ; (ii) is lawfully becomes at a later date known to the public through no fault of Contractor subject to Contractor's undertaking that no information has been divulged by them to the public ; (iii) is lawfully possessed by Contractor before receipt thereof from Company which should be immediately informed to Company; (iv) is developed by Contractor independently of the information disclosed by Company which should be shared with the Company; (v) Contractor is required to produce before competent authorities or by court order subject to prior permission from Company.

8.0 TAXES:

8.1 CONTRACTOR, unless specified otherwise in the CONTRACT,

shall bear all tax liabilities, duties, Govt. levies etc. including GST

and customs duty, Corporate and personnel taxes levied or

imposed on the CONTRACTOR on account of payments received

by it from the COMPANY for the work done under this

CONTRACT. It shall be the responsibility of the CONTRACTOR to

submit to the concerned Indian authorities, the returns and all

other concerned documents required for this purpose and to

comply in all respects with the requirements of the laws in this

regard, in time.

CONTRACTOR shall provide all the necessary compliances/

invoice / documents for enabling PEPL to avail Input tax credit

benefits in respect of the payments of GST which are payable

against the CONTRACT. The CONTRACTOR should provide tax

invoice issued under GST legislations for the goods and Services

(indicating GST). Payment towards the components of GST shall


be released by PEPL only against appropriate documents ie: Tax

Invoice/Bill of entry for availing input tax credit (as applicable).

The tax invoices as per above provisions should contain all the

particulars as required under the invoicing rules under the GST

legislations, including, but not limited to the following:

(i) Name, Address and the GST Registration Number (under the relevant Tax Rules) of the Service Provider (Contractor)

(ii) Name and Address and GST Registration Number of the Service Receiver (Address of PEPL)

(iii) Description, Classification and Value of taxable service / goods and the amount of applicable tax (CGST, SGST, IGST, UTGST and cess)

(iv) In case of imported goods, contractor/supplier is required to provide original Bill of entry or copy of Bill of Entry duly attested by Custom authority.

(v) The Contractor should mention the Place of supply in the invoice raised under GST Law.

(vi) PEPL would not accept any invoice without its GSTIN mentioned on the invoice

Note : Bidder who is under composition levy of the GST legislation

would raise Bill of supply instead of Tax invoice which will have

GSTIN of supplier as well as PEPL.

8.2 The Contractor shall furnish to the Company, if and when called upon to do so, relevant statement of accounts or any other information pertaining to work done under the contract for submitting the same to the Tax authorities, on specific request from them in accordance with provisions under the law. Other than the information provided by the Contractor, the Contractor shall not be responsible for any inaccurate information provided by the Company to the Tax authorities and the Company shall indemnify the Contractor for all claims, expenses, costs or losses of any nature arising from such inaccuracy. Contractor shall be responsible for preparing and filing the return of income etc. within the prescribed time limit to the appropriate authority.

8.3 Prior to start of operations under the contract, the Contractor

shall furnish the Company with the necessary documents, as asked for by the Company and/ or any other information pertaining to the contract, which may be required to be


submitted to the Income Tax authorities at the time of obtaining "No Objection Certificate" for releasing payments to the Contractor.

8.4 Income tax will be deducted at source from the invoice at the specified rate of income tax as per the provisions of Indian Income Tax Act as may be in force from time to time and Company will issue TDS Certificate to the Contractor as per the provisions of Income Tax Act.

8.5 Corporate and personal taxes on Contractor shall be the liability of the Contractor and the Company shall not assume any responsibility on this account.

8.6 All local taxes, levies and duties, GST/IGST/SGST tax, Entry

Tax, etc. on purchases and sales made by Contractor shall be borne by the Contractor.

8.7 The Contractor agrees to and does hereby accept full and

exclusive liability at his own cost for the payment of any and all taxes, duties licence fee and other such levies etc. as are payable to government, local or statutory authority as are now in force and as are payable by Contractor, his agents, sub- contractor’s and their employees etc. for performance of work under this Contract. The Contractor shall be deemed to have been fully informed with respect to all such liabilities and considered the same in his bid, and the Contract shall not be varied in any way on this account.

8.8 For imported supplies of goods, Contractor at their cost shall

arrange the clearance of all equipment, spare parts, consumable, etc. from customs and port authorities in India. The responsibility for clearance will rest with the Contractor. Any demurrage in this process will be at Contractor's cost.

8.9 GST: The price excludes GST /IGST /and the taxes as

applicable shall be to the Company account. The tax amount on the taxable part of the services provided by the Contractor shall be paid by the Company as per provisions of the GST.

9.0 CONCESSIONAL RATE OF CUSTOM DUTY / EXCISE DUTY / GST:


9.1 CUSTOMS DUTY (BCD + IGST): - (applicable for Charter hire services using CONTRACTOR’s capital equipment like rigs/equipments/tools/vessels etc and for petroleum operations, where concessional Customs duty is applicable as per the policy of Govt. of India in vogue).

As per Sl. No. 404 of Customs Notification No. 50/2017-

Cus dated 30.06.2017, the goods required for petroleum

operation for eligible areas, as mentioned in list 33 of said

notification, would attract 5% Customs Duty (BCD Nil & IGST

@ 5%) subject to submission of EC.

As per GST Rate Notification No. 3/2017 dated 28.06.2017 (issued under

GST), domestic procurement (including through ICB) of specified good

required for petroleum operation for deligible area, are deligible to

concessional rate of 5% IGST or 2.5% CGST and 2.5% SGST/UTGST, as

the case may be, subject to submission of PAC.

Minimum invoice amount is required for EC/PAC is Rs. 1,00,000/-. If the

amount of invoice is less then Rs. 1,00,000/- than bidder has to bear the

additional cost of GST.

All imports (rigs/equipments/vessel/tool/spares, consumables and

accessories) and import clearance under the contract including

payment of Customs Duty shall be the responsibility of the

Contractor.

For import of equipments/vessels/tool/spares, consumables and

accessories for execution of contract for petroleum operations,

COMPANY will provide Recommendatory Letter (RL) to the

contractor so that they can obtain Essentiality Certificate (EC)

from DGH for availing concessional rate of Customs duty for

import of equipments/vessels/tool/spares, consumables and

accessories. Accordingly, only concessional rate of the Customs

duty for equipments/vessels/tool/spares, consumables and

accessories required for operation and maintenance of equipment

and equipments is to be considered while quoting. As regards, re-

export of equipments/vessels/tool/spares, consumables and

accessories (owned or on lease basis) brought by the contractor

(whether Indian or foreign) for petroleum operation, as the

equipments/vessels/tool/spares, consumables and accessories

would be imported by the contractor with payment of


concessional rate of CUSTOMS DUTY; after expiry of the

contract with PEPL, the contractor would have to either re-export

the equipments/vessels/tool/spares, consumables and

accessories or deploy the equipments/vessels/tool/spares,

consumables and accessories for petroleum operations in areas

where concessional rate of Customs Duty is applicable after

getting a fresh EC from DGH. 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

equipments/vessels/tool/spares, consumables and accessories

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 equipments/vessels/tool/spares, consumables and

accessories on payment of concessional rate of Customs Duty.

All imports under the contract shall be done with COMPANY’s

prior approval only. The Contractor shall be responsible to carry

out all the formalities. In case of any mis-declarations 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 COMPANY’s

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 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 PEPL from all the

liabilities of Customs in this regard.

The equipments/tools imported by the Contractor for petroleum

operations against the EC provided by DGH against RL issued

by PEPL 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 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 rules. Contractor

should also compensate COMPANY for the duty element in such

cases.

Similarly in case of deployment of equipment by a contractor

on ownership basis under concessional rate of Customs Duty

under Sl. No. 404 of notification no. 50/2017-Cus for PEPL

contracts, if after the expiry of contract such equipment are

deployed for other licensee/contractor, then the contractor

has to comply with

condition of the said notification and indemnify PEPL against

any claim arising out of non-compliance of the said notification.

9.2 Bidder should provide the list of items to be imported by

them under the Contract in the format specified in Schedule

of Rates along with their bid for issuance of

Recommendatory Letter to DGH. Contractor shall make

written request to Company immediately after shipment of the

goods indicated by them in Schedule of Rates, along with

the Invoices and all shipping documents (with clear 15

working days notice) requesting Company for issuance of the

Recommendatory Letter. PEPL shall issue the

Recommendatory provided all the documents submitted by

the Contractor are found inorder as per contract. It shall be

however, Contractor's responsibility to obtain EC from DGH

and clear the goods through customs. PEPL shall not be

liable in whatsoever manner for the rejection of their claims

for zero customs duty by any of the authorities including

DGH arising solely as a result of any default on the part of

the Contractor.

All imports and import clearances under the contract shall

be done by the contractor and PEPL shall not provide any

assistance in this regard.

Contractor shall, however, arrange clearance of such items from Customs and port authorities in India and shall pay all requisite demurrages, if any, clearance fees/charges, port fees, clearing and forwarding agent fees/ charges, inland transport charges etc. Company shall provide assistance by


issuance of necessary letter of authority or other relevant documents and necessary help.

Contractor must ensure that the spares and consumables

imported by them for providing the services under Contract

are properly used in executing their job under the Contract

in the PEL/ML areas of Company for which EC has been

obtained. Contractor shall furnish to Company a certificate as

and when the spares and consumables are used/consumed

certifying that the spares and the consumables imported by

them have been consumed in those ML and PEL areas under

the contract for which ECs were obtained by them. In order

to avoid any

misuse of the spares and consumables imported by the

Contractor for providing the services under the Contract,

Contractor shall furnish an Undertaking similar to that being

furnished by Company to Customs of suitable amount

before issue of the Recommendatory Letter.

Note:

The recommendatory letter will be given only for those items which are either f o r consumtion during execution of work or for those equipment/tools which are undertaken to be re-exported by the Contractor. The recommendatory letter will not be issued when the Contractor imports the equipment/tools on acquisition basis and does not undertake to re-export the same after the completion of the contract.

9.3 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.

Tax shall be deducted at source by PEPL 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.

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) a Certificate u/s. 195(3)

of the Income Tax Act, 1961, or (B) a Certificate u/s. 197 of the

Income Tax Act, 1961, and furnish the said Certificate u/s.

195(3) or the Certificate u/s.197, as the case may be, to PEPL

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 PEPL at the time of signing the Contract and an option so

exercised shall be final and cannot be changed during the

currency of this Contract. In case an option is so exercised,

PEPL shall deduct tax at source in

accordance with the directions contained in the Certificate u/s.

195(3) or the Certificate 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.

In case the non resident Contractor does not exercise the option

in clause 8.5.3 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 PEPL from the Indian Income Tax Department, and

tax shall be deducted at source by PEPL as directed in the

said Order u/s. 195(2).

The COMPANY, at its discretion, may obtain a Certificate in

Form 15CB from a practicing Chartered Accountant in lieu of

obtaining an Order u/s 195(2) from Income Tax Department, and,

in such case, TDS shall be regulated as per the said Certificate in

Form 15CB

In case the non resident Contractor does not exercise the option

in clause 8.5.3 above, it shall furnish a Tax Residency Certificate

and Form No. 10F (Appendix – 11 of Annexure-I).

If it is not possible for the non-resident to obtain & submit

Tax Residency Certificate and Form No. 10F to PEPL within a


reasonable time, he should furnish an undertaking to the effect

that he is a tax resident of (the specified country)

and that he shall obtain and provide the TRC and Form No. 10F

to PEPL before 30 days of submission of first Invoice by them

or within 3 months from the date of entering into the contract

whichever is earlier. Contractor should note that any delay in

submission of TRC, Form No. 10F and/or PE information within

the specified time may lead to the Income Tax Department

directing PEPL to deduct tax at a higher rate than at which it may

otherwise have directed. Such increased tax liability shall be

recovered from the contractor.

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. Therefore, 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

Certificates u/s 195(3) or 197 or Order u/s. 195(2) or as per

Certificate obtained in Form 15CB, 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.

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.

For the lapses, if any, on the part of the CONTRACTOR and

consequential penal action taken by the Income Tax

department, the COMPANY shall not take any responsibility

whether financial or otherwise.

“N otes in respect of Tax Residency Certificate’ ,

(i) 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.

(ii) During the currency of the Contract / Purchase Order, for

the income accrued in different financial years, the

Contractor/Supplier should submit TRC(s) and Form No.

10F valid for the entire duration of the contract. In case the

validity of a TRC and Form No. 10F expires during the

currency of the contract, fresh valid TRC(s) and Form

No. 10F should be submitted by the supplier/contractor for

the remaining part of the currency of the contract.

9.4 PERSONNEL TAXES:-

The CONTRACTOR shall bear all personnel taxes levied or

imposed on its personnel, SUB-CONTRACTOR’s personnel,

vendors, consultants etc. on account of payment received

under this CONTRACT.

10.0 INSURANCE:

10.1 The Contractor shall arrange insurance to cover all risks in respect of their personnel, materials and equipment belonging

to the Contractor or its subcontractor (if applicable) during the currency of the contract including the third party items/ consumables. For materials/equipment belong to the Contractor or its sub- contractor, Contractor may self-insure the same.

10.2 Contractor shall at all time during the currency of the

contract provide, pay for and maintain the following insurance amongst others:

a) Workmen compensation insurance as required by the laws of the country of origin of the employee.

b) Employer's Liability Insurance as required by law in the country of origin of employee.

c) General Public Liability Insurance or Comprehensive General Liability Insurance covering liabilities including contractual liability for bodily injury, including death of persons, and liabilities for damage of property. This insurance must cover all operations of Contractor required to fulfill the


provisions under this contract. d) Contractor's equipment used for execution of the work

hereunder shall have an insurance cover with a suitable limit (as per international standards) or Contractor may self- insure its tools/ equipment.

e) Automobile Public Liability Insurance covering owned, non- owned and hired automobiles used in the performance of the work hereunder, with bodily injury limits and property damage limits as governed by Indian Insurance regulations.

f) Public Liability Insurance as required under Public Liability Insurance Act 1991, if applicable.

10.3 Any deductible set forth in any of the above insurance

shall be borne by Contractor.

10.4 Contractor shall furnish to Company prior to

commencement date, certificates of all its insurance policies covering the risks mentioned above.

10.5 If any of the above policies expire or are cancelled during

the term of this contract and Contractor fails for any reason to renew such policies, then the Company will renew/replace same and charge the cost thereof to Contractor. Should there be a lapse in any insurance required to be carried out by the Contractor for any reason whatsoever, loss/damage claims resulting therefrom shall be to the sole account of Contractor.

10.6 Contractor shall require all of his sub-Contractor to provide such of the foregoing insurance coverage as Contractor is obliged to provide under this Contract and inform the Company about the coverage prior to the commencement of agreements with its sub- Contractors.

10.7 All insurance taken out by Contractor or his sub-Contractor

shall be endorsed to provide that the underwriters waive their rights of recourse on the Company and to the extent of the liabilities assumed by Contractor under this Contract.

10.8 All goods/equipment to be supplied under this contract shall be under Contractor’s custody until such goods/equipment are installed and commissioned on turnkey basis. The Contractor shall at his own expense, secure and maintain insurance covering the full value of all such goods/


equipment for the period up to commissioning of the Plant.

ii) Such insurance shall cover any loss or damage of supplied goods/equipment during transit from Contractor’s source of dispatch to project sites, storage at various sites, erection, installation and commissioning of such goods/equipment till such time the entire OCS is commissioned. The beneficiary of all such insurance policies shall be PEPL. Unless insurance document in this regard are furnished to the Company no payment will be made for such supplies.

11.0 CHANGES:

11.1 During the performance of the work, Company may make minor change to take care of any supplementary Work within the general scope of this Contract including, but not limited to, changes in methodology, and minor additions to or deletions from the work to be performed. Contractor shall perform the work as changed. Changes of this nature will be affected by written order (Change Order) by the Company.

11.2 If any change result in an increase in compensation due to

Contractor or in a credit due to Company, Contractor shall submit to Company an estimate of the amount of such compensation or credit in a form prescribed by Company. Such estimates shall be based on the rates shown in the Schedule of Rates (Section IV). Upon review of Contractor's estimate, Contractor shall establish and set forth in the

Change Order the amount of the compensation or credit for the change or a basis for determining a reasonable compensation or credit for the change. If Contractor disagrees with compensation or credit set forth in the Change Order, Contractor shall nevertheless perform the work as changed, and the parties will resolve the dispute in accordance with Clause 14 hereunder. Contractor's performance of the work as changed will not prejudice Contractor's request for additional compensation for work performed under the Change Order.

12.0 FORCE MAJEURE:

12.1 In the event of either party being rendered unable by `Force Majeure' to perform any obligation required to be


performed by them under the contract, the relative obligation of the party affected by such `Force Majeure' will stand suspended for the period during which such cause lasts. The word `Force Majeure' as employed herein shall mean acts of God, war, revolt, agitation, strikes, riot, fire, flood, sabotage, civil commotion, road barricade (but not due to interference of employment problem of the Contractor), acts of government of the two parties, which makes performance impossible or impracticable and any other cause, whether of kind herein enumerated or otherwise which are not within the control of the party to the contract and which renders performance of the contract by the said party impossible.

12.2 Upon occurrence of such cause and upon its termination,

the party alleging that it has been rendered unable as aforesaid thereby, shall notify the other party in writing within Seventy Two (72) hours of the alleged beginning and ending thereof, giving full particulars and satisfactory evidence in support of its claim.

12.3 Should ‘force majeure’ condition as stated above occurs

and should the same be notified within seventy two (72) hours both parties shall have no obligation. Parties will have the right to terminate the contract if such f̀orce majeure' condition continues beyond fifteen (15) days with prior written notice. Should either party decide not to terminate the contract even under such condition, no payment would apply unless otherwise agreed to. Time for performance of the relative obligation suspended by the 'Force Majeure' shall then stand extended by the period for which such cause lasts.

The above clause (i.e. Clause No. 12.0) with all its sub-clauses shall be referred to as Force Majeure Clause of this tender document.

13.0 TERMINATION:

13.1 TERMINATION ON EXPIRY OF THE TERMS (DURATION):

The contract shall be deemed to have been automatically terminated on the expiry of duration of the Contract or the extension period, if exercised by Company under the provision of the Contract.

13.2 TERMINATION ON ACCOUNT OF FORCE MAJEURE:

Either party shall have the right to terminate this Contract


on account of Force Majeure as set forth in Article 12.0 above.

13.3 TERMINATION ON ACCOUNT OF INSOLVENCY:

In the event that the Contractor at any time during the term of this Contract, becomes insolvent or makes a voluntary assignment of its assets for the benefit of creditors or is adjudged bankrupt, then the Company shall, by a notice in writing have the right to terminate this Contract and all the Contractor's rights and privileges hereunder, shall stand terminated forthwith.

13.4 TERMINATION FOR UNSATISFACTORY PERFORMANCE:

If the Company considers that, the performance of the Contractor is unsatisfactory, or not up to the expected standard, the Company shall notify the Contractor in writing and specify in details the cause of the dissatisfaction. The Company shall have the option to terminate this Contract by giving 15 days notice in writing to the Contractor, if Contractor fails to comply with the requisitions contained in the said written notice issued by the Company.

13.5 TERMINATION DUE TO CHANGE OF OW NERSHIP

& ASSIGNMENT:

In case the Contractor's rights and /or obligations under this Contract and/or the Contractor's rights, title and interest to the equipment/ material, are transferred or assigned without the Company's consent, the Company may at its absolute discretion, terminate this Contract.

13.6 If at any time during the term of this Contract, breakdown of Contractor's equipment results in Contractors being unable to perform their obligations hereunder for a period of 15 successive days, Company at its option, may terminate this Contract in its entirely without any further right or obligation on the part of the Company, except for the payment of money then due. No notice shall be served by the Company under the condition stated above.

13.7 Notwithstanding any provisions herein to the contrary, the

Contract may be terminated at any time by the company on giving 3 0 (thirty) days written notice to the Contractor due to any other reason not covered under the above clause from 13.1 to 13.6 and in the event of such termination the


Company shall not be liable to pay any cost or damage to the Contractor except for payment of services as per the Contract up to the date of termination including the De-mob cost, if any.

13.8 TERMINATION FOR DEFAULT :

The Company may, without prejudice to any other remedy for breach of Contract, by written notice of default sent to the Contractor, terminate the Contract in whole or in part:

a) If the Contractor fails to deliver any or all of the

Goods within the period(s) specified in the Contract; or

b) If the Contractor fails to perform any of their

obligations(s) under the Contract, and

c) If the Contractor, in either of the above

circumstances does not rectify his failure within a period of 1 5 (Fifteen) days (or such longer period as the Company may authorise in writing) after receipt of the default notice from the Company.

13.9 CONSEQUENCES OF TERMINATION:

In all cases of termination herein set forth, the relative obligations of the parties to the Contract shall be limited to the period up to the date of termination. Notwithstanding the termination of this Contract, the parties shall continue to be bound by the provisions of this Contract that reasonably require some action or forbearance after such termination.

13.10 Upon termination of this Contract, Contractor shall return to Company all of Company's items, which are at the time in Contractor's possession.

13.11 In the event of termination of contract, Company will issue

Notice of termination of the contract with date or event after which the contract will be terminated. The contract shall then stand terminated and the Contractor shall demobilize their personnel & materials.

13.12 Not used.

14.0 SETTLEMENT OF DISPUTES AND ARBITRATION:


14.1 Except as otherwise provided elsewhere in the contract, if any dispute, difference, question or disagreement arises between the parties hereto or their respective representatives or assignees, in connection with construction, meaning, operation, effect, interpretation of the contract or breach thereof which parties are unable to settle mutually, the same shall be referred to Arbitration as provided hereunder :

1. A party wishing to commence arbitration proceeding shall invoke Arbitration Clause by giving 30 days notice to the other party. The notice invoking arbitration shall specify all the points of dispute with details of the amount claimed to be referred to arbitration at the time of invocation of arbitration and not thereafter. If the claim is in foreign currency, the claimant shall indicate its value in Indian Rupee for the purpose of constitution of the arbitral tribunal.

2. The arbitration will be held by sole Arbitrator. PEPL will provide the list of three arbitrator to the contractor and Contractor must agree with one of them.

3. The parties agree that they shall appoint only those

persons as arbitrators who accept the conditions of

the arbitration clause. No person shall be appointed as Arbitrator who does not accept the conditions of the arbitration clause.

4. Parties agree that there will be no objection if the Arbitrator appointed holds equity shares of PEPL and/or is a retired officer of PEPL/any PSU. However,


neither party shall appoint its serving employees as arbitrator.

5. If the Arbitrator so appointed dies, resigns, becomes incapacitated or withdraws for any reason from the proceedings, it shall be lawful for the concerned party/arbitrators to appoint another person in his place in the same manner as aforesaid. Such person shall proceed with the reference from the stage where his predecessor had left if both parties consent for the same ; otherwise, he shall proceed de novo.

6. Parties agree that neither shall be entitled for any pre- reference or pendente-lite interest on its claims. Parties agree that any claim for such interest made by any party shall be void.

7. The arbitral tribunal shall make and publish the award

within 12 months time.

The above time limit can be extended by Arbitrator, for reasons to be recorded in writing, with the consent of the other parties.

8. If after commencement of the arbitration

proceedings, the parties agree to settle the dispute

mutually or refer the dispute to conciliation, the arbitrators shall put the proceedings in abeyance until such period as requested by the parties.

9. Each party shall be equally responsible tomake arrangements for thearbitrator. and the expenses incurred shall be shared equally by the parties.

10. The Arbitration shall be held at the place from where the contract has been awarded i.e. Ahmedabad. However, parties to the contract can agree for a different place for the convenience of all concerned.


11. The Arbitrator(s) shall give reasoned and speaking award and it shall be final and binding on the parties.

12. Subject to aforesaid, provisions of the Arbitration and Conciliation Act, 1996 and any statutory modifications or re- enactment thereof shall apply to the arbitration proceedings under this clause.

15.1 NOTICES:

15.1 Any notice given by one party to other, pursuant to this Contract shall be sent in writing or by telex or email and confirmed in writing to the applicable address specified below:

Company

a) For contractual matters b) For technical matters

Head (P & C) General Manager (T) Prabha Energy Pvt. Limited Prabha Energy Pvt. Limited Ahmedabad 380058

c) Contractor

Ahmedabad 380058 For Accounts & Finance Head ( F & A) Prabha Energy Pvt. Limited Ahmedabad 380058

Email ID :

15.2 A notice shall be effective when delivered or on the notice's

effective date, whichever is later.

16.0 SUBCONTRACTING/ASSIGNMENT:

16.1 Contractor shall not subcontract, transfer or assign the contract, in full or any part under this contract, to any third party (ies). Except for the main services under this contract, Contractor

may subcontract the petty support services subject to Company's prior approval. However, Contractor shall be fully responsible for complete execution and performance of the services under the Contract.

17.0 MISCELLANEOUS PROVISIONS:

17.1 Contractor shall give notices and pay all fees at their own cost required to be given or paid by any National or State Statute, Ordinance, or other Law or any regulation, or bye-law


of any local or other duly constituted authority as may be in force from time to time in India, in relation to the performance of the services and by the rules & regulations of all public bodies and companies whose property or rights are affected or may be affected in any way by the services.

17.2 Contractor shall conform in all respects with the provisions of any Statute, Ordinance of Law as aforesaid and the regulations or bye- law of any local or other duly constituted authority which may be applicable to the services and with such rules and regulation public bodies and Companies as aforesaid and shall keep Company indemnified against all penalties and liability of every kind for breach of any such Statute, Ordinance or Law, regulation or bye- law.

17.3 During the tenure of the Contract, Contractor shall keep the

site where the services are being performed reasonably free from all unnecessary obstruction and shall store or dispose of any equipment and surplus materials and clear away and remove from the site any wreckage, rubbish or temporary works no longer required. On the completion of the services, Contractor shall clear away and remove from the site any surplus materials, rubbish or temporary works of every kind and leave the whole of the site clean and in workmanlike condition to the satisfaction of the Company.

17.4 Key personnel cannot be changed during the tenure of the

Contract except due to sickness/death/resignation of the personnel in which case the replaced person should have equal experience and qualification, which will be again subject to approval, by the Company.

17.5 All fossils, coins, articles of value or antiquity and structures

and other remains or things of geological or archaeological interest discovered on the site where the services are

performed, be deem to be the absolute property of the Company. The Contractor shall take reasonable precautions to prevent the personnel or any other persons from removing or damaging any such article or thing and shall immediately upon the discovery thereof and, before removal, acquaint the Company of such discovery any carry out, at the expense of the Company, the Company’s orders as to the disposal of the same.

Tender - PEPL/CBM/INTR/LC/GCDGU/06-R/2019 Page 46

18.0 LIQUIDATED DAMAGES

18.1 LIQUIDATED DAMAGES FOR DEFAULT IN TIMELY COMPLETION:

18.1.1 The Failure & Termination/Liquidated

Damages/Recovery/Compensation shall be per clause 4.2 of the SOW. The Company may without prejudice to any other method of recovery, deduct the amount of such liquidated damages from any amount due to the Contractor.

18.1.2 The Company also reserves the right to cancel the

Contract without any compensation whatsoever in case of failure to Complete the work within the stipulated period. In the event of non-completion of the jobs as per the provisions of this contract, the company reserves the right to claim back the amount already paid to the contractor. Any part/phase completion, barring the final phase, will be regarded as non- completion of the contract and loss of time & cost to the company.

18.1.3 The parties agree that the sum specified above is not a penalty but a genuine pre-estimate of the loss/damage which will be suffered by PEPL on account of delay/breach on the part of the Contractor and the said amount will be payable without proof of actual loss or damage caused by such delay/breach and without any demur and shall not be open for any dispute whatsoever.

19.0 PERFORMANCE SECURITY:

The Contractor has to furnish to Company a s e c u r i t y No. dated issued by for _ (being 10 % of a n n u a lised Contract Price) valid till towards performance security. The performance security shall be payable to Company as compensation for any loss resulting from Contractor's failure to fulfil their obligations under the Contract. In the event of extension of the Contract period, the validity of the security shall be suitably extended by the Contractor. The security will be discharged by Company not later than 30 days following its expiry.


19.1 INVOKATION OF PERFORMANCE SECURITY: In the event of the Contractor failing to honour any of the commitments entered into under the Contract and/or in respect of any amount due from the Contractor to the Company, the Company shall have an unconditional option under the guarantee to invoke their performance security and clear the amount from Bank.

20.0 ASSOCIATION OF COMPANY'S PERSONNEL:

20.1 The Company may depute one or more than one representative (s) / Engineer (s) to act on its behalf for overall co-ordination and operational management at location. Company’s representative shall liaise with the Contractor and monitor progress to ensure timely completion of the jobs. Company’s representative shall also havethe authority to oversee the execution of jobs by the Contractor and to ensure compliance of provisions of the Contract.

20.2 The Company’s representatives shall have free access to all

the equipment of the Contractor during operations as well as idle time for the purpose of observing / inspecting the operations performed by the Contractor in order to judge whether, in the Company’s opinion, the Contractor is complying with the provisions of the Contract.

21.0 LABOUR:

21.1 The recruitment of the labour shall be met from the areas of operation and wages will be according to the rates prevalent at the time which can be obtained from the District Authoritiesof the area. The facilities to be given to the labourers should conform to the provisions of labour laws as per contract Labour (Regulation and Abolition) Act, 1970.

22.0 LIABILITY:

22.1 Except as otherwise expressly provided, neither Company nor its servants, agents, nominees, contractors, or sub- contractors shall have any liability or responsibility whatsoever to whomsoever for loss of or damage to the equipment and/or loss of or damage to the property of the Contractor and/or their contractors or sub- contractors, irrespective of how such loss or damage is caused and even


if caused by the negligence of Company and/or its servants, agent, nominees, assignees, contractors and sub-contractors. The Contractor shall protect, defend, indemnify and hold harmless Company from and against such loss or damage and any suit, claim or expense resulting there from.

22.2 Neither Company nor its servants, agents, nominees,

assignees, contractors, sub-contractors shall have any liability or responsibility whatsoever for injury to, illness, or death of any employee of the Contractor and/or of its contractors or sub- contractor irrespective of how such injury, illness or death is caused and even if caused by the negligence of Company and/or its servants, agents nominees, assignees, contractors and sub- contractors. Contractor shall protect, defend, indemnify and hold harmless Company from and against such liabilities and any suit, claim or expense resulting there from.

22.3 The Contractor hereby agrees to waive its right to recourse

and further agrees to cause their underwriters to waive their right of subrogation against Company and/or its underwrites, servants, agents, nominees, assignees, contractors and sub-contractors for loss or damage to the equipment of the Contractor and/or its sub- contractors when such loss or damage or liabilities arises out of or in connection with the performance of the contract limited to the Contractor’s liabilities agreed to under the Contract.

22.4 The Contractor hereby further agrees to waive its right of

recourse and agrees to cause its underwriters to waive their right of subrogation against Company and/or its underwriters, servants, agents, nominees, assignees, contractors and sub- contractors for injury to, illness or death of any employee of the Contractor and of its contractors, sub-contractors and/or

their employees when such injury, illness or death arises out of or in connection with the performance of the contract limited to the Contractor’s liabilities agreed to under the Contract.

The Contractor shall indemnify and keep PEPL harmless of all

claims for damages to property other than of PEPL and property

arising under or by reason of this Contract if such claims result

from the default and / or negligence or other acts or omission of

the Contractor, agents, representatives or Sub-Contractor.


22.5 Neither Contractor nor its servants, agents, nominees, assignees, contractors, sub-contractors shall have any liability or responsibility whatsoever to whomsoever for injury or illness, or death of any employee of the Company and/or of its contractors or sub-contractors irrespective of how such injury, illness or death is caused and even if caused by the negligence of Contractor and/or its servants, agents, nominees, assignees, contractors and sub- contractors. Company shall protect, defend indemnify and hold harmless Contractor from and against such liabilities and any suit, claim or expense resulting therefrom.

22.7 The Company hereby further agrees to waive its right of

recourse and agrees to cause it underwriters to waive their right of subrogation against Contractor and/or its underwriters, servants, agents, nominees, assignees, contractors and sub-contractors for injury to, illness or death of any employee of the Company and of its contractors, sub- contractors and/or their employees when such injury, illness or death arises out of or in connection with the performance of the Contract.

23.0 LIMITATION OF LIABILITY:

Notwithstanding any other provisions herein to the contrary, except only in cases of willful misconduct and / or criminal acts, (a) Neither the Contractor nor the Company (PEPL) shall be liable to the other, whether in Contract, tort, or otherwise, for any consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs. (b) Notwithstanding any other provisions incorporated elsewhere in the contract, the aggregate liability of the Contractor in respect of this contract, whether under Contract, in tort or otherwise, shall not exceed 50% of the Annualized Contract Price,

provided however that this limitation shall not apply to the cost of repairing or replacing defective equipment by the Contractor, or to any obligation of the Contractor to indemnify the Company with respect to Intellectual Property Rights.

24.0 INDEMNITY AGREEMENT:

24.1 Except as provided hereof Contractor agrees to protect, defend, indemnify and hold Company harmless from and against all claims, suits, demands and causes of action, liabilities, expenses, cost, liens and judgments of every kind


and character, without limit, which may arise in favour of Contractor's employees, agents, contractors and sub- contractors or their employees on account of bodily injury or death, or damage to personnel/properly as a result of the operations contemplated hereby, regardless of whether or not said claims, demands or causes of action arise out of the negligence or otherwise, in whole or in part or other faults.

24.2 Except as provided hereof Company agrees to protect,

defend, indemnify and hold Contractor harmless from and against all claims, suits, demands and causes of action, liabilities, expenses, cost, liens and judgments of every kind and character, without limit, which may arise in favour of Company's employees, agents, contractors and sub- contractors or their employees on account of bodily injury or death, or damage to personnel/properly as a result of the operations contemplated hereby, regardless of whether or not said claims, demands or causes of action arise out of the negligence or otherwise, in whole or in part or other faults.

25.0 INDEMNITY APPLICATION:

The indemnities given herein above, whether given by Company or Contractor shall be without regard to fault or to the negligence of either party even though said loss, damage, liability, claim, demand, expense, cost or cause of action may be caused, occasioned by or contributed to by the negligence, either sole or concurrent of either party.

26.1 WITHHOLDING:

Company may withhold or nullify the whole or any part of the amount due to Contractor, after informing the Contractor of the reasons in writing, on account of subsequently discovered evidence in order to protect Company from loss on

account of :-

a) For non-completion of jobs assigned as per Section-II. b) Contractor's indebtedness arising out of execution

of this Contract.

c) Defective work not remedied by Contractor. d) Claims by sub-contractor of Contractor or others filed

or on the basis of reasonable evidence indicating probable filing of such claims against Contractor.

e) Failure of Contractor to pay or provide for the


payment of salaries/ wages, contributions, unemployment compensation, taxes or enforced savings with-held from wages etc.

f) Failure of Contractor to pay the cost of removal of unnecessary debris, materials, tools, or machinery.

g) Damage to another contractor of Company. h) All claims against Contractor for damages and

injuries, and/or for non-payment of bills etc. i) Any failure by Contractor to fully reimburse Company

under any of the indemnification provisions of this

Contract. If,during the progress of the work Contractor shall allow any indebtedness to accrue for which Company, under any circumstances in the opinion of Company may be primarily or contingently liable or ultimately responsible and Contractor shall, within five days after demand is made by Company, fail to pay and discharge such indebtedness, then Company may during the period for which such indebtedness shall remain unpaid, withhold from the amounts due to Contractor, a sum equal to the amount of such unpaid indebtedness.

Withholding will also be effected on account of the following:-

i. Order issued by a Court of Law

in India. ii. Income-tax deductible at source according to law prevalent from

time to time in the country. iii. Any obligation of Contractor which by any law prevalent from time to

time to be discharged by Company in the event of Contractor's failure to adhere to such laws.

iv. Any payment due from Contractor in respect of unauthorized imports.

When all the above grounds for withholding payments shall be removed, payment shall thereafter be made for amounts so with-hold.

Notwithstanding the foregoing, the right of Company to withhold shall be limited to damages, claims and failure on the part of Contractor, which is directly/indirectly related to some negligent act or omission on the part of Contractor.

27.0 APPLICABLE LAW:


27.1 The Contract shall be deemed to be a Contract made under, governed by and construed in accordance with the laws of India for the time being in force and shall be subject to the exclusive jurisdiction of Courts situated in Ahmedabad.

27.2 The Contractor shall ensure full compliance of various Indian Laws and Statutory Regulations, to the extent applicable, as stated below, but not limited to, in force from time to time and obtain necessary permits/licenses etc. from appropriate authorities for conducting operations under the Contract:

a) The Mines Act 1952- as applicable to safety

and employment conditions b) The Minimum Wages Act, 1948 c) The PEPL Mines Regulations, 1984 d) The Workmen's Compensation Act, 1923 e) The Payment of Wages Act, 1963 f) The Payment of Bonus Act., 1965 g) The Contract Labour (Regulation & Abolition) Act,

1970 and the rule framed thereunder

h) The Employees Pension Scheme, 1995 i) The Interstate Migrant Workmen Act., 1979

(Regulation of employment and conditions of service)

j) The Employees Provident Fund and Miscellaneous Provisions Act, 1952

k) The GST/IGST/SGST ACT l) Service Tax Act m) Customs & Excise Act & Rules n) All other relevant Acts

27.3 The Contractor shall not make Company liable to

reimburse the Contractor to the statutory increase in the wage rates of the contract labour appointed by the Contractor. Such statutory or any other increase in the wage rates of the contract

labour shall be borne by the Contractor.

27.4 The Contractor shall not engage labour below 18

(eighteen) years of age under any circumstances.

28.0 RECORDS, REPORTS AND SPECTION:

The Contractor shall, at all times, permit the Company and its


authorised employees and representatives to inspect all the Work performed and to witness and check all the measurements and tests made in connection with the said work. The Contractor shall keep an authentic, accurate history and logs for inspection by the Company designated representatives and its authorised employees and representatives. The Contractor shall provide the Company designated representatives with a daily written report, on form prescribed by the Company showing details of operations during the preceding 24 hours and any other related information requested by the Company whenever so requested.

29.0 SUBSEQUENTLY ENACTED LAWS:

Subsequent to the date of issue of letter of award if there is a change in or enactment of any law or change in application or enforcement or interpretation of existing law by any governmental authority or public body, which results in addition/reduction in cost to Contractor on account of the operation contemplated under the Contract, the Company/ Contractor shall reimburse the Contractor/pay Company for such additional / reduced costs actually incurred/ saved by Contractor, subject to the submission of documentary evidence by Contractor/ Company.

30.0 ROYALITY AND PATENTS:

Each party shall hold harmless and indemnify the other from and against all claim and proceedings for or on account of any patent rights, design, trade mark or other protected rights arising from any use of materials, equipment, processes, inventions and methods which have not been imposed on the attending party by the terms of the contract or the specifications or drawings forming part thereof.

31.0 WAIVER:

Any delay in exercising and any omission to exercise any right, power or remedy exercisable by the Company under this contract shall not impair such right, power or remedy nor shall any waiver by

the Company of any breach by the Contractor of any provision of this contract prevent the subsequent enforcement of that provision by the Company or be deemed a waiver by the Company of any subsequent breach by the Contractor.

32.0 PAYMENT & INVOICING PROCEDURE:


32.1 The Company shall pay to the Contractor, during the term of the Contract, the amount due from time to time calculated according to the rates of price schedule and in accordance with other provisions hereof. No other payments shall be due from the Company unless specifically provided for in this Contract. All payments will be made in accordance with the terms hereinafter described.

32.2 All payments due by the Company to the Contractor shall

be made at the Contractor’s designated Bank. All Bank charges will be on Contractor’s account.

32.3 Payment of any invoices shall not prejudice the right

of the Company to question the validity of any charges therein, provided the Company within one year after the date of payment shall make and deliver to the Contractor written notice of objection to any item or items the validity of which the Company questions.

32.4 The Contractor will submit three sets of all invoices duly

certified by Engineer-In-Charge along with duly filled up activity completion sheet to PEPL, R a n c h i for processing of payment. One set of all invoices with measurement sheet to be submitted to Engineer-In- Charge for his record.

32.5 Invoices shall be raised by the Contractor as per the

Payment Schedule prescribed in this document.

32.6 The Company shall within 1 0 (Ten) days of receipt of the

invoice notify the Contractor of any item under dispute, specifying the reasons thereof, in which event, payment of the disputed amount may be withheld until settlement of the dispute, but payment shall be made of any undisputed portion within 30 (Thirty) days from the date of receipt of the invoices at PEPL,Ranchi. This will not prejudice the Company’s right to question the validity of the payment at a later date. No interest shall be payable by the Company on any delayed / disputed amount.

32.7 The acceptance by the Contractor of part payment on any billing not paid on or before the due date shall not deemed to be a waiver of the Contractor’s rights in respect of any other billing, the payment of which may then or thereafter be due.

32.8 The Contractor shall maintain complete and correct records

of all information on which the Contractor’s invoices are based up to 2 (two) years from the date of last invoice.


Such records shall be required for making appropriate adjustments or payments by either party in case of subsequent audit query /objection.

32.9 Any audit conducted by the Company of the Contractor’s

records, as provided herein, shall be limited to the Company’s verification (i) of the accuracy of all charges made by the Contractor to the Company and (ii) that the Contractor is otherwise in compliance with the terms and conditions of this Agreement.

33.0 SAFETY

33.1 The Contractor shall take all measures necessary to protect the personnel, work and facilities and shall observe safety rules and regulations as per PEPL Mines Regulation & other statutory provisions. No smoking or open flame shall be permitted while operating inside Industrial area or any stations of the Company.

33.2 The Contractor shall report, as soon as possible, any

evidence, which may indicate or is likely to lead to an abnormal or dangerous situation and then immediately take the first emergency control steps conforming to good operation practice and safety regulations.

34.0 PROTECTION OF PROPERTY AND EXISTING

FACILITIES:

34.1 The Contractor shall perform each work in such a manner as will prevent damage to the Company’s property and conform to and are consistent with, operational practices of hydrocarbon industries. Any permanent damage /loss to the Company’s pipeline, assets and plants due to actions undertaken by the

Contractor in order to provide the services envisaged under this Contract shall have to be remedied by the Contractor, entirely at their own cost. This cost shall include and not be limited to actual replacement of such damaged pipeline, assets or plants, or payment of actual replacement cost in relation thereto as may be incurred by the Company.

34.2 The Contractor shall take sufficient care in moving his

plants, equipments and materials from one place to another


so that they do not cause any damage to any person or to the property of Company or any third party including overhead and underground cables and in the event of any damage resulting to the property of Company or of a third party during the movement of the aforesaid plant, equipment or materials, the cost of such damages including eventual loss of production, operation or services in any plant or establishment as estimated by Company or ascertained or demanded by the third party shall be borne by the Contractor.

35.0 PERFORMANCE OF WORK:

The Contractor shall submit daily reports to EIC detailing progress of different operations as per the scope of the work. The Company, at its option may change the periodicity of such reports. In addition, they shall submit the complete job report (with all pertinent details to serve permanent record) within 15 (Fifteen) days from the date of completion of each individual job. The manner and the speed of execution and maintenance of the operations are to be conducted in a manner to the satisfaction of the Company’s representative. Should the rate of progress of the operations or any part of them is at any time too slow in the opinion of the Company’s representative, (to ensure completion of the operations within schedule) the Company’s representative may so notify the Contractor in writing. The Contractor shall reply to the written notice giving details of the measures, which he proposes to take to expedite the operations. If no satisfactory reply to the Company’s notice is received in seven days, the Company shall be free to take necessary actions as deem to be fit.

36.0 PERMITS & CERTIFICATES:

The Contractor shall procure, at his expense, all necessary permits, certificates and licenses required by virtue of all applicable laws, regulations, ordinances and other rules in effect at the place where any of the works is to be performed, and Contractor further agrees to

hold Company harmless from liability or penalty which might be imposed by reason of any asserted or established violation of such laws, regulations, ordinances or other rules. Company will provide necessary permits for Contractor’s personnel to undertake any work in India in connection with Contract.

37.0 POLLUTION AND CONTAMINATION:


Contractor shall be responsible for loss or damage from pollution or contamination arising out of or resulting from any of the Contractor’s services/operation unless such pollution or contamination is for reasons beyond the control of the Contractor.

38.0 BUSINESS ETHIC

38.1 The Contractor shall at all times perform this Contract in a lawful

manner consistent with the highest ethical standards and

principles, including strict adherence to Company’s Code of Business

Ethics. The Contractor shall not at any time enter into any

arrangement with personnel, officers or agents of the Company or its

Affiliates or the other Co-venturers without the Company’s prior written

approval.

38.2 In conducting its business, Contractor shall not, at any time,

either directly or indirectly, in the name of, on behalf of, or for the

benefit of the Company, its Affiliates or other Co-venturers, offer, pay,

promise to pay, or authorize the payment of any money and/or gift,

or offer, give, promise to give, or authorize the giving of anything of

pecuniary value or otherwise to (a) any official, employee, agent, or

representative of any government, or any government department,

agency, or instrumentality thereof; (b) any political party or official

thereof, or to any candidate, nominated or otherwise, for political

office; or (c) any official, employee or agent of the Company, its

Affiliates or other Co-venturers; in each case for the purpose of

influencing any act or decision of such official, employee, agent,

party, or candidate or inducing such official, employee, agent, party,

or candidate to do or omit to do any act in violation of the lawful duty

of such official, employee, agent, party, or candidate, or securing

any improper advantage for or otherwise promoting the business

interests of the Contractor in any way. Contractor shall require each

of its directors, officers, employees, agents, consultants,

subcontractors and suppliers to comply with the provisions of this

clause.

38.3 In the event Company believes that the Contractor is engaged in

corrupt practices or is acting in contravention of the aforesaid

provisions defined in this clause, during the existence of this

Contract, Company shall have the right to take appropriate action,


which may include the immediate termination of this Contract.

39.0 GENERAL LEGAL PROVISION

39.1 Amendment

This Contract shall not be amended except by an instrument in writing expressed

to be an amendment or variation hereto and executed by the Parties.

39.2 Waiver

No delay or failure on the part of either Party to enforce from time to time all or any part

of the terms and conditions of this Contract shall be interpreted as a waiver of

such terms and conditions.

39.3 Retention of Rights

Except in respect of the indemnities granted pursuant to Clause 19 (Indemnities), unless

otherwise specifically stated, both the Company and the Contractor shall retain all rights

and remedies, both under the Contract and at law, which either may have against

the other.

The Contractor shall not be relieved from any liability or obligation under the Contract by

any review, approval, authorisation, acknowledgement, issue of completion certificate or

the like, by the Company.

39.4 Language

The language of the Contract shall be English and all meetings and other

communications shall be in English.

39.5 Notices

39.5.1 All notices under this Contract shall be in writing and shall be

served to the respective address and/or fax number set out in the

Agreement. Either Party may from time to time change its address

and/or fax number for service herein by giving written notice to the

other Party.

39.5.2 Any notice may be served by hand delivery to a Party at its

address for service hereunder or by facsimile transmission or by

mail.

39.5.3 Any notice given by hand delivery shall be deemed to be given at the

time of delivery.


39.5.4 Any notice given by facsimile transmission shall be deemed to be

given at the time transmission has been confirmed by the sender’s

fax machine, subject to the following provision. Where said time of

transmission falls outside the normal business hours of the

recipient, delivery shall be deemed to be given at 10:00hrs

(recipient's local time) on the recipient's next following business day.

39.5.5 Any notice served by mail shall be given by registered mail and

shall be deemed to be given on the date recorded on the delivery

recording sheets by the mail carrier as delivered to and signed for

on behalf of the recipient.

39.6 Invalidity

If any provision of this Contract shall be held to be invalid or unenforceable by a

judgment or decision of any court of competent jurisdiction or any authority, the same

shall be deemed severable and the remainder of this Contract (including the remainder

of the affected provision) shall remain valid and enforceable to the fullest extent

permitted by law. In any such case, the Parties will negotiate in good faith with a view to

agreeing one or more provisions which may be substituted for such invalid or

unenforceable provision in order to give effect, so far as practicable, to the spirit of this

Contract.

39.7 Entire Agreement

This Contract contains the entire agreement between the Parties and supersedes any previous understandings, commitments, agreements or representations whatsoever, oral or written, pertaining to the subject matter hereof, provided that nothing in this Clause 31.7 (Entire Contract) shall have effect to exclude or restrict the liability of either Party for fraud or fraudulent misrepresentation.

39.8 Rights of Third Parties

Except to the extent of any indemnity or release of liability expressly granted in favour of

the Company Group or the Contractor Group, the Parties to this Contract do not intend

that any term of this Contract should be enforceable by any third party, whether pursuant

to the Contract (Rights of Third Parties) Act 1999 or otherwise. However, for the

avoidance of doubt, the Parties may vary or terminate this Contract in accordance with

its terms without the prior agreement of any other member of the Company Group or the

Contractor Group.

39.9 Status of Company

The Company enters into this Contract for itself and as agent for and on behalf of the

other Co-venturers. Notwithstanding the foregoing:

(a)the Contractor agrees to look only to the Company for the due performance of this


Contract and nothing contained in this Contract will impose any liability upon, or entitle the Contractor to commence any proceedings against any Co-venturer other than the Company; and

(b)the Company is entitled to enforce this Contract on behalf of all the Co-venturers as

well as for itself. For that purpose the Company may commence proceedings in its own name to enforce all obligations and liabilities of the Contractor and to make any claim which any Co-venturer may have against the Contractor; and

(c)all losses, damages, costs (including legal costs) and expenses recoverable by the

Company pursuant to this Contract or otherwise shall include the losses, damages,

costs (including legal costs) and expenses of the Company’s Co-venturers and its

and their respective Affiliates, except that such losses, damages, costs (including

legal costs) and expenses shall be subject to the same limitations or exclusions of

liability as are applicable to Company or the Contractor under the Contract.


APPENDIX 1

SUBCONTRACTOR LIST

Subcontractors

The parts of the Services described below shall be subcontracted and such work shall be carried out only by the parties named to carry out such work. All other parts of the Services shall be carried out by Contractor itself and no subcontracting or association will be permitted, except with the express, written approval of Company.

Description of part of the Services Name of Sub-contractor


APPENDIX 2

INDIAN CONTENT

The Contractor states below the envisaged Indian content of the Services (including the Indian content of its proposed sub-contractors):-

1. The overall Indian content (including sub-contractors) of the Services is [ ]%.

2. The individual Indian content of the Services (excluding sub-contractors) is [ ]%.

3. The Indian content of the proposed sub-contractors is as follows:-

Name of Proposed scope Indian content

sub-contractor

of services

per cent (%)*


APPENDIX 3

PERFORMANCE SECURITY

Ref. No ……………………………Security No. ……………………. Dated (form of PBG)

PERFORMANCE SECURITY

1. In consideration of Prabha Energy Private Limited, incorporated under the Companies Act, 1956, having its Registered Office at 12A Abhishree Corporate Park, Opp. Swagat Bungalow BRTS Stop, Ambli Bopal Road, Ambli, Ahmedabad 380058, India (hereinafter referred to as `PEPL', which expression shall, unless repugnant to the context or meaning thereof, include all its successors, administrators, executors and assignees) having entered into a Contract No. dated (hereinafter called 'the Contract' which expression shall include all the amendments thereto) with M/s having its registered/head office at (hereinafter referred to as the 'Contractor') which expression shall, unless repugnant to the context or meaning thereof include all its successors, administrators, executors and assignees) and PEPL having agreed that the Contractor shall furnish to PEPL a performance security for INR/USD .............. for the faithful performance of the entire Contract.

2. We (name of the bank) registered under the laws of having head/registered office at (hereinafter referred to as "the Bank", which expression shall, unless repugnant to the context or meaning thereof, include all its successors, administrators, executors and permitted assignees) do hereby security and undertake to pay immediately on first demand in writing any /all moneys to the extent of Indian INR/USD (in figures) (INR/USD (in words) _) without any demur, reservation, contest or protest and/or without any reference to the Contractor. Any such demand made by PEPL on the Bank by serving a written notice shall be conclusive and binding, without any proof, on the bank as regards the amount due and payable, notwithstanding any dispute(s) pending before any Court, Tribunal, Arbitrator or any other authority and/or any other matter or thing whatsoever, as liability under these presents being absolute and unequivocal. We agree that the security herein contained shall be irrevocable and shall continue to be enforceable until it is discharged by PEPL in writing. This security shall not be determined, discharged or affected by the liquidation, winding up, dissolution or insolvency of the Contractor and shall remain valid, binding and operative against the bank.

3. The Bank also agrees that PEPL at its option shall be entitled to enforce this Security against the Bank as a principal debtor, in the first instance, without proceeding against the Contractor and notwithstanding any security or other security that PEPL may have in relation to the Contractor’s liabilities


4. The Bank further agrees that PEPL shall have the fullest liberty without our consent and without affecting in any manner our obligations hereunder to vary any of the terms and conditions of the said Contract or to extend time of performance by the said Contractor(s) from time to time or to postpone for any time or from time to time exercise of any of the powers vested in PEPL against the said Contractor(s) and to forbear or enforce any of the terms and conditions relating to the said agreement and we shall not be relieved from our liability by reason of any such variation, or extension being granted to the said Contractor(s) or for any forbearance, act or omission on the part of PEPL or any indulgence by PEPL to the said Contractor(s) or any such matter or thing whatsoever which under the law relating to sureties would, but for this provision, have effect of so relieving us.

5. The Bank further agrees that the Security herein contained shall remain in full force during the period that is taken for the performance of the Contract and all dues of PEPL under or by virtue of this Contract have been fully paid and its claim satisfied or discharged or till PEPL discharges this security in writing, whichever is earlier.

6. This Security shall not be discharged by any change in our constitution, in the constitution of PEPL or that of the Contractor.

7. The Bank confirms that this security has been issued with observance of appropriate laws of the country of issue.

8. The Bank also agrees that this security shall be governed and construed in accordance with Indian Laws and subject to the exclusive jurisdiction of Indian Courts of the place from where the Contract has been placed.

9. Notwithstanding anything contained herein above, our liability under this Security is limited to INR/USD (in figures) (INR/USD (in words) ) and our security shall remain in force until _.(indicate the date of expiry of security)

Any claim under this Security must be received by us before the expiry of this

Security. If no such claim has been received by us by the said date, the rights of

PEPL under this Security will cease. However, if such a claim has been received by

us within the said date, all the rights of PEPL under this Security shall be valid and

shall not cease until we have satisfied that claim.

In witness whereof, the Bank through its authorised officer has set its hand and stamp

on this ........ day of ........2018 at .....................

-------------------------- -------------------------


(Signature)

Full Name: ………………………..

Designation: ………………………

Official Address (in legible letters) with bank stamp

WITNESS NO. 1: ………………………

Full Name: ………………………


Official Address (in legible letters) with

bank stamp

WITNESS NO. 2: ………………………

Full Name: ………………………


Official Address (in legible letters) with

bank stamp

Notes: Security duly executed as per the above format is to be enclosed with the

offer, indicating the complete postal address, email id, correct and operational

telephone no & fax no. Of issuing bank.


INSTRUCTIONS FOR FURNISHING PERFORMANCE SECURITY

1. The Security by Indian Bidders will be given on INR 100/- non-judicial stamp paper

/franking receipt. The non-judicial stamp paper /franking receipt should be either in name

of the issuing bank or the contractor.

2. Foreign parties are requested to execute security as par law in their country.

3. Foreign bidders will give security either in the currency of the offer or USD i.e.

INR/USD have been mentioned only for illustration. Therefore, in case where security is

being given in currency other than 'Rupees' or USD, indicate the relevant currency of

the offer.

4. The expiry date of the Security shall be as per Techno-commercial tender

evaluation.

5. The bidders will give Security from any of the following categories of Banks:

(a) Any Scheduled Bank incorporated in India, Security issued by foreign branches

/ foreign offices of such Scheduled Banks be counter securityd by the Indian Branch of

any Scheduled Bank incorporated in India.

OR

(b) Any Branch of an International Bank situated in India and registered with Reserve Bank

of India as scheduled foreign bank.

OR

(c) Any foreign Bank which is not a Scheduled Bank in India provided the Security issued

by such Bank is counter securityd by any Branch situated in India of any

Scheduled Bank incorporated in India.


APPENDIX 4

SUBSTANCE ABUSE CONDITIONS

The Company is committed to the provision of safe work places for its employees and

other persons working on or visiting premises on which work is being carried out for the

Company. This policy is put into operation to help to achieve the foregoing

commitment. The Contractor shall promote and comply with this policy concerning

substance abuse.

This policy is applicable to all persons including, without limitation, the Contractor, its

Affiliates, agents and subcontractors who carry out services on Company premises

(hereinafter jointly referred to as the “Contractor”). The term “Company premises” shall

mean all property owned, operated, leased by or under the control of the Company,

whether onshore or offshore and shall include, without limitation, any drilling unit, barge

or vessel on contract to the Company. The term “employee” shall for the purpose of this

Appendix include all persons including agency staff engaged by the Contractor.

The use, possession, concealment, transportation, promotion or sale of prohibited

substances (as hereinafter defined) on Company premises is strictly forbidden. Any

contravention by a Contractor’s employee shall result in that employee being excluded

forthwith and prohibited from Company premises. Additionally, any Contractor’s

employee who is suspected of being under the influence of any prohibited substance

shall be prohibited from Company premises.

For the purposes of this Appendix, “prohibited substances” are defined as:

(i) any substance which an individual may not sell, possess, use or distribute

under applicable Indian legislation;

(ii) any other legal but unlawfully used substance, e.g. prescription drugs

obtained or used without permission or such drugs not being used for their

originally intended purpose;

(iii) any solvent (including, without limitation, glue) used or intended to be used

for the purpose of intoxication; or

(iv) any alcoholic beverage.


It is not the intention of this policy to prevent onshore-based personnel partaking of

alcoholic beverage off Company premises in their own time provided that the

individual’s subsequent behaviour on-site is not (in the reasonable opinion of the

Company) hazardous to health and safety and provided that the limits specified below

are not exceeded. Alcohol is prohibited from all offshore installations and vessels and

at the Company’s process terminal.

Drug paraphernalia associated with substance abuse are prohibited from Company

premises.

Contractor must have and administer a formal substance abuse policy. Contractor

shall, if requested by Company, promptly submit a copy of its policy and programme to

the Company’s Representative. Such policy must provide for substance testing of

Contractor’s employees and must meet standards acceptable to the Company. The

Company reserves the right to deny entry to Company premises for the employees of

any Contractor which fails, when requested by Company, to present a written policy

which, in the Company’s opinion, meets such standards or which fails to administer an

acceptable policy.Except as stated below, substance testing results will not be disclosed

to the Company. However, as a condition of their employees being entitled to enter

Company premises, Contractors must certify that each employee has passed a

substance test that meets the standards of this policy. Contractors must maintain

records of substance testing which are subject to audit by Company.

The results of substance tests performed for reasonable suspicion or accident/incident

investigations as outlined below must be disclosed to local Company management upon

request.

The Contractor shall bear all costs associated with testing and shall be responsible at its

own cost for replacing forthwith any employee prohibited from Company’s premises.

Refusal by a Contractor’s employee to submit to testing required by this policy or a

confirmed positive result will result in the Contractor’s employee being prohibited from

Company premises.

In the event that it suspects a breach of this Appendix by the Contractor, the Company

may conduct or may authorise other parties to conduct unannounced searches and

inspections on Company premises of Contractors or Contractor’s employees, including

their effects, lockers, baggage, desks, tool boxes, clothing and vehicles. The purpose

of such searches and inspections is to ensure compliance with this policy.


Any prohibited substances or items prohibited by this policy, or any materials that are

illegal to possess, will be retained by the Company and may be destroyed or turned

over to the appropriate law enforcement authorities.

Refusal by a Contractor’s employee to submit to a search or inspection or discovery of

prohibited substances in the possession of such employee will result in the Contractor’s

employee being prohibited from Company premises. Contractors will be responsible at

their own cost and expense for replacing any such person.

The Company reserves the right to audit the Contractor’s records periodically to verify

compliance with this policy.

Audit results will be treated as confidential.

In all cases where the Contractor is permitted to employ a sub-contractor, the

Contractor is responsible for ensuring that the sub-contractor and sub-contractor’s

employees shall comply with this policy, without prejudice to the Company’s rights

herein.

The Contractor must obtain a signed consent demonstrating each employee’s

agreement to release to the Contractor and the Company the results of any substance

testing performed.

The Contractor shall carry out tests that, at minimum, seek to determine whether the

following substances are abused: cannabis, amphetamines, cocaine, benzodiazepines,

opiates, barbiturates, secobarbital, and alcohol.

In the event onsite testing (e.g. at a heliport or onshore terminal) for alcohol

consumption is required using an approved breathalyser unit, the standard shall be a

level of alcohol in breath not greater than 35 micrograms per 100 millilitres of breath.


APPENDIX 5

CERTIFICATE OF COMPLIANCE WITH CODE OF BUSINESS ETHICS

INSTRUCTIONS: Please complete the form below while executing the Contract

1. Name of the Service Provider: (“Service Provider”).

2. I, as an authorized representative of the Service Provider, hereby certify that I have

received a copy of the Company’s Code of Business Ethics regarding compliance with

business ethics and conduct expected as a Service Provider and on behalf of the

Service Provider agree to abide by the terms of this.

3. I hereby certify, as of the date hereof, that neither I, nor any of the Service Provider’s

members, officers, directors, owners, employees, consultants or agents have, directly or

indirectly, offered, paid, promised to pay, or authorized the payment of any money, or

offered, given, promised to give, or authorized the giving of anything of pecuniary value,

or otherwise, to (a) any member, official, agent or employee of any government, or any

department, agency, or instrumentality thereof; (b) any political party or official thereof,

or to any candidate, nominated or otherwise, for political office; or (c) any official,

employee, agent, owners or members of the Company, its Affiliates or other Co-

ventures; in each case for the purpose of influencing any act or decision of such official,

employee, agent, owner, member, party, or candidate or inducing such official,

employee, party, or candidate to do or omit to do any act in violation of the lawful duty of

such official, employee, agent, owner, member, party, or candidate, or securing any

improper advantage for or otherwise promoting the business interests of the Service

Provider in any respect.

4. I hereby certify, as of the date hereof, that neither I, nor any of the Service Provider’s

members, officers, directors, owners, employees, consultants or agents have, directly or

indirectly, offered, paid, promised to pay, or authorized the payment of any money, or

offered, given, promised to give, or authorized the giving of anything of pecuniary value,

or otherwise, to any agent or agency or otherwise to any person, organization or third

party in procuring the Contract or forbearing to do or having done any act in relation to

the obtaining or execution of the Contract or any other contract with the Company for

showing or forbearing to show favour or disfavour to any person in relation to the

Contract or any other contract with the Company.

5. I hereby declare, as of the date hereof, that I, nor any of the Service Provider’s

members, officers, owners or employees, are; (a) public officials or hold government

office, except for (name and position in Service Provider’s organisation) at (name of the


public or government office); (b) do not and will not employ or otherwise compensate or

offer to compensate any public officials, or make or cause another to make any direct or

indirect offers or payments to any public officials, for the purpose of influencing or

inducing any decision for the benefit of the Service Provider; (c) will not employ any

subcontractor, consultant, agent or representative in connection with this Contract or

Purchase Order without a thorough documented examination of his person, reputation

and integrity, and; (d) will not employ any subcontractor, consultant, agent or

representative who does not comply with the terms and conduct of the Company’s Code

of Business Ethics and in the event of any such violation coming to its attention will

inform the Company immediately.

Yes No

(If you checked ‘No’ above, then you must attach a separate sheet of paper explaining your

answer.)

Signature: Date:

Name:

Position:


APPENDIX 6

HEALTH, SAFETY AND ENVIRONMENTAL STANDARDS

1. Leadership and Commitment

D The Contractor shall acknowledge PEPL’s commitment to HSE & CSR and carry out work as per good

oil & gas industry HSE standards and practices.

D The Contractor shall duly comply with all applicable HSE laws & regulations and in particular the

orders from the local Government Authorities / Agencies. The Contractor shall also ensure sub-

contractors comply with all such laws & regulations.

D The Contractor shall fully comply with PEPL HSE policies and guidelines. A copy of the PEPL HSE

Policies is attached with this document.

D Contractor shall ensure that people engaged in the contracted work or any part of it, are aware of

and comply with PEPL HSE standards. If required, Contractor shall also provide translations of HSE

rules and notices in the language best understood by people and sub-contractors.

D Contractor shall provide full access to PEPL representatives for all facilities, equipment, personnel

and records associated with contracted work, to check compliance with Contract obligations.

D The Contractor shall create a healthy work environment and encourage individuals to protect their

own health.

D The Contractor shall put reasonably practicable efforts to prevent potential incidents and accidents

leading to injury, adverse environmental impacts or property damage.

D The Contractor shall make every effort to minimise adverse impact on environment and community.

D The Contractor shall exhibit visible commitment by putting HSE issues on high priority and allocating

necessary resources.

D The Contractor shall also appoint appropriately qualified & experienced HSE professionals.

D Contractor line management and all supervisory staff shall promote awareness by carrying out HSE

inspections and impart required training to all personnel associated with the work.

D Contractor shall also promote accountability for Corporate Social Responsibility.

D The Contractor shall follow standards and measure its HSE performance in line with PEPL standards.

D


2. HSE Policies & Strategic Objectives

The Contractor shall have documented HSE policies in compliance with PEPL policies which shall be

known & understood by all its employees and Sub-contractors.

Following are the PEPL policies that shall be applicable,

2.1. Health, Safety & Environment Policy When engaged in the work, the Contractor shall apply health, safety and environmental

standards and levels of performance, which are fully compatible with PEPL HSE policy.

2.2. ‘No Smoking’ Policy When on PEPL premises, the Contractor shall adhere to the following requirements of the ‘No

Smoking’ policy:

All PEPL operated facilities are non-smoking areas;

All offices, corridors, conference rooms and toilets are non-smoking areas;

All PEPL Vehicles are non-smoking;

Exceptionally, smoking will be allowed in areas specifically provided and designated for smoking;

2.3. Drugs and Alcohol Policy

D The Contractor shall apply the requirements of the PEPL policy to all personnel, in order to eliminate the threats, that drugs and alcohol may pose to health and safety. Consumption and distribution of alcohol and alcoholic beverages is strictly prohibited in PEPL premises. Use, distribution, possession of illegal drugs or any other controlled substance, except for approved medical purpose is strictly prohibited in all PEPL premises.

D The Contractors shall also abide by the requirements of national laws as well as local laws and customs with respect to consumption of alcohol.

2.4. Fire Protection Policy

D The Contractor shall protect all people involved with or potentially affected by its operations from the adverse consequences of fire or explosions, and shall safeguard all assets to a level commensurate with the criticality.

D The fire & safety equipment installed shall be readily available at convenient locations for use, during any fire emergencies.

2.5. Driving Safety Policy

D Contractors shall be aware about the PEPL driving safety policy and standards.

D Contractor shall monitor driving safety performance and audit road transportation aspects for continuous improvement.

D Contractor shall strictly abide by PEPL driving safety policy directives for,

Drivers Competency & Training;

Driving and Duty Hours;


Drugs / Alcohol;

Mobile Phones / Two Way communication device

Vehicles

Seat belts

Speed Limits

Journey Management - Passenger Vehicles

Night Driving -Passenger Vehicles

Securing of Loads

Incidents / Accidents Two-

Wheelers

2.6. Competency Assessment Policy

D The Contractor shall forward the list, in advance, of employees who are involved in safety critical jobs such as Hydra/ Crane Operator, Electrician, Welders, HGV Drivers, Passenger Vehicle Drivers and Riggers.

D Contractor shall not put any of the persons involved in safety critical jobs unless they pass PEPL Competency Assessment Test and are certified for the same.

D Contractor shall ensure new person employed for safety critical job, every time shall be subjected to Competency Assessment Test.

2.7. Waste Management Policy

The Contractor shall adhere to the following principles of waste management,

Minimise gaseous emissions, liquid effluents and discharges of solid waste that are known to

have a negative environmental impacts.

Inventories and measure, as far as practicable, the emissions, effluents and discharges produced

as a basis for control.

Apply land restoration to tackle negative effects of past practices on the environment so far

reasonably practicable.

Properly segregate, store & dispose all waste (hazardous and non hazardous) generated (e.g.

used drums, construction waste, used PPE, used oil etc.) during the work.

2.8. Permit to Work (PTW) System

If required, for specific job or activity, type of permits agreed shall be obtained by the

Contractor. Conditions and precautions mentioned in the permit shall be strictly followed. Any


clarification regarding permit to work procedures must be clarified with the respective Contract

Holder or work in-charge.

3. Organisation, Resources, Competence, Standards & Documentation

3.1. Organisation & Responsibilities

D The Contractor shall have designated person for ensuring compliance with the HSE requirements.

D As part of the Contractor’s HSE Management Plan, HSE performance monitoring system shall be in place.

D The Contractors shall have clear HSE objectives & targets approved by senior management.

D The Contractor shall ensure responsibility for key aspect of HSE management lies with HSE professionals who are part of line management.

3.2. Resources

D The Contractor shall provide sufficient financial resources to ensure HSE requirements under the Contract are met.

D The machines & equipment used shall have minimum quality standards and maintained in safe working conditions.

D Contractor shall ensure all required safe operating procedures and controls & mitigation measures for accident prevention.

D Adequate supervision shall be provided for all safety critical jobs and especially during simultaneous operations.

D Contractor shall provide Curriculum Vitae of all key personnel on the Contract, which shall include key line management, supervisory staff, and HSE advisers for the purpose of competency assurance.

3.3. Training and Competence

D Contractor shall ensure that all personnel possess the formal qualifications & relevant experience needed to carry out the work.

D Formal qualifications (HSE and non-HSE) may include requirements for formal education, experience, membership of recognised institutions, vocational qualifications, driving licence etc.

D Contractor shall assure competency for all safety critical jobs through adequate HSE training for all personnel and sub-contractors.


D The training or competence enhancement shall be a part of the Contractor’s HSE Management Plan. This shall include details of the training course content, duration, participation and timing.

D Contractor shall provide all personnel with a formal HSE Induction Training before their personnel are permitted to start work.

D All contract workers shall undergo a site HSE briefing / induction before commencing any work.

D HSE induction shall be carried out by Contractor HSE representative for every visitor/ professional/ employee to the field and records of which shall be maintained.

D The formal induction training shall also take care of social cultural aspects and local community expectations.

3.4. HSE Standards The Contractor shall comply with and operate within PEPL HSE Management System.

Contractor’s HSE Standards:

D The Contractor may apply own HSE standards for control of the work, provided that the Contractor standards offer a level of protection which matches, exceeds or augments that provided by PEPL standards. The Contractor shall make available a copy of all the standards which are intended to be applied to the work.

D Contractor shall demonstrate that all standards applicable to the work are well defined, understood, updated and documented.

Bridging Document:

D The Contractor shall comply with the Contract specific HSE requirements as bare minimum requirements.

D In addition to this the Contractor may be required to generate & implement standing instructions, standard operating procedure or a mutually agreed document.

D If required, a bridging document shall be made to ensure smooth interface between the PEPL and Contractors’ HSE Management System.

3.5. Documentation

D The Contractor shall maintain and update all records & documents required under the Contract.

D The document shall include qualifications & experience including officially verified copies, of all personnel, training & competency assessments, HSE Management Plan, for contract period.

4. HSE Risk Assessment & Management

D The Contractor shall identify potential HSE hazards associated with the work and carry out impact

analysis to define necessary controls & mitigate measures.


D The HSE risk assessment & management report shall be submitted to PEPL in advance to ensure

preliminary adequacy.

D The HSE risk assessment report shall be reviewed, after mobilisation and finalisation of work &

activities, to ensure appropriate & adequate controls that shall reduce the risk to acceptable level.

D PEPL may choose to be a part of the HSE risk assessment process but the Contractor shall not be

relieved of its obligation to carry out risk assessment and submit report.

D While carrying out the risk assessment, the Contractor shall consider following but not limited to,

Topography of terrain;

Climatic conditions;

Duration of work;

Infrastructure availability;

Emergency resources (fire, ambulance, police, medical) available;

Logistics & transport involved;

Wild life & endangered species;

Heavy equipment and hazardous materials;

Security concerns;

Communities & stakeholders;

Location of office and living accommodation;

Associated operational hazards (mechanical, physical, biological, chemical & psychological);

5. Planning and Procedures

5.1. HSE Management Plan

D Contractor shall have approved HSE Management Plan specific to work scope during pre- mobilisation and execution till close out.

D Contractor’s HSE Management Plan shall clearly demonstrate methodology for identification and assessment of hazards associated with work, the controls and the recovery measures.

D Contractor’s HSE Management Plan shall clearly identify and indicate frequency & target dates for HSE activities like meetings, audits, reviews, inspections, training etc. Records of these activities shall be maintained for necessary reviews/ audits.

D Contractor shall comply with applicable HSE rules & regulations through systematic procedure to ensure one hundred percent compliance.


5.2. HSE Management Plan Contents The Contractor’s HSE Management Plan shall be kept as brief and clear as possible, but as a

minimum cover all the following:

Identification of individuals responsible for ensuring compliance with the HSE requirements of the Contract.

Statement on any training or competence enhancement that Contractor intends to provide to his personnel.

Statement of HSE meetings and communication sessions planned during the contract period

Identification and assessment of the health, safety and environmental hazards involved in the work and definition of controls necessary to mitigate or eliminate these hazards.

Each element of the Contractor’s HSE Management Plan must state,

responsibility for actions & activities

frequency & planned completion of actions

documentation to verify implementation


5.3. Emergency Response Plan

The Emergency Response Plan (ERP) shall form a part of Contractor’s HSE Management Plan, to ensure that emergency procedures are followed in case of injuries, damage to property , environmental pollution or in required cases.

Information and necessary training on emergency preparedness e.g. evacuation to safe assembly (muster) point, avoidance of panic and maintaining orderliness during emergencies, (due to any untoward emergencies in the site e.g. fire, major accidents) shall be imparted to all employees and sub-contractors.

As a part of ERP, the Contractor shall have well trained persons for first aid medical treatment and fire fighting.

The Contractor shall ensure, as an important aspect of ERP, communication network availability across the contract area, through radio communication, satellite communication or cell phones.

In the event an emergency situation arises Contractor shall extend all assistance for speedy and effective management of emergencies.

Where Contractor’s personnel are affected, Contractor shall be responsible for maintaining contact with Contractor personnel and their next of kin, as appropriate on a regular basis. Accordingly, Contractor shall maintain up-to-date personnel records that includes names, ages, nationalities, permanent and temporary addresses, contact telephone numbers, details of next of kin etc.

The contractor shall maintain updated contact directory containing contact numbers of all local regulatory authorities.

5.4. Personal Protective Equipments (PPE)

D The Contractor shall provide appropriate and adequate PPE & safety equipment, of accepted quality, to its personnel and ensure same with sub-contractors.

D No personnel shall enter premises without appropriate PPE where work related activities are carried out and there is danger to life.

D Adequate stock of PPE shall be always be maintained by the Contractor and issued as needed.

D No work shall be carried out if PPE requirements are not complied with.

D The following PPE shall be used as required, but not limited to,

Head - Everyone including visitors must wear a hard hat in the areas of the project / where work is carried out.

Foot Protection - Safety boots / shoes must be worn in all project areas / where work is carried out.

Eye and Face Protection - Protective goggles / face shield shall be used where operations present potential eye (or) face injury.

Hand Protection - Appropriate hand gloves for the type of material being handled shall be used. E.g. Electricians must use certified insulated gloves. PVC / rubber gloves shall be used where chemicals are handled.

Body Protection - Protective clothing or apron as appropriate shall be used wherever needed.


Hearing Protection - Earplugs / muffs must be used at all times in high noise areas.

Respiratory Protection - Appropriate respirators / masks shall be used in areas dust, fumes, mists (or) vapours are present.

Working at height - Safety belt / harness must be worn for any overhead jobs exceeding 1.8m.

5.5. Insurance Requirements

D The Contractor shall have all required insurance for personnel (including medical insurance) & equipment and copies of the same shall be provided to the Contract Holder.

D Contractor shall arrange for additional requirements, if needed.

D No work shall commence without having required insurance papers in place and particular attention shall be paid to the insurance of casual workers under the applicable laws & regulations related to contract work.

5.6. House Keeping

D Good house keeping essential for safe and proper execution of work shall be always maintained. All Contract personnel shall keep tools, equipment, work areas clean and orderly at all times.

D Appropriate waste receptacles shall be used to dispose waste materials generated while carrying out the work.

D Spillage of oil (or) other substances shall be cleaned up immediately.

5.7. Road Transport & Journey Management

The road transport shall comply with all PEPL safety standards in addition to strict compliance with applicable transport & traffic rules.

Seat Belts

All vehicles owned, leased by the Contractor and vehicles regularly used from travel agency shall have proper seat belts (both front & rear seats) and the same shall be used by all occupants at all times.

Safety Equipment

Vehicles shall contain as a minimum, a first aid kit, fire extinguisher and if applicable emergency drinking water and survival kits, spare wheels (with tyre inflated). Checklists shall be set up for each type of vehicle and audited regularly.

Vehicles shall, regardless of type or size, be fitted with automatic audible reverse alarms.

For terrain, vehicles shall be fitted with roll over protection with passenger cabin separated from material or equipment loading space.

Vehicle Inspection

All the vehicles shall be inspected on the arrival at site and if the vehicle is found unfit for the use, same shall be reported to concerned person immediately.

Contractor shall have arrangements to check all vehicles periodically; preferably on monthly basis with a written report prepared.

Contractor shall device a system to ensure fitness and road worthiness of vehicle on daily basis.


The vehicle run shall be monitored to ensure periodic inspection and maintenance as per the manufacturer’s manual and in line with standard practices.

Hours of Driving

The driving hours shall be limited to 12 hours and Contractor shall generate daily log for all vehicles and made available, if required.

Speed Limit

The Contractor shall follow speed limits applicable as per the rules & regulations for all vehicles.

Other speed limits for side roads, tracks, through villages and towns shall be agreed prior to the start of mobilization.

Journey Management

The records pertaining to all vehicles at site shall be maintained.

Contractor shall have system to maintain communication with the vehicles and know locations at all times, as part of the journey management system.

Effective & reliable communication throughout the area of operations shall be available at all times.

Preferably, vehicles shall be fitted with unique identification number, which is easily visible at 50 meters from front and rear.

Night Driving

Contractor shall allow driving after the dark hours only in case of emergency or limited to city areas.

Fuel

Fuel shall not be stored in the vehicle and/or in the office premises.

The fuel shall be filled at authorised fuel stations or Contractor facility that shall have valid license required for fuel storage.


5.8. Hazardous Materials

Contractor shall have Material Safety Data Sheets (MSDS), in English language, at ware houses or storage areas for all hazardous materials present.

Containers shall be marked with appropriate labels identifying contents and providing the hazard warnings. Where applicable warnings shall be written in both English and the local language.

All the hazardous materials/ chemicals shall be stored & handled complying regulatory requirements.

5.9. Occupational Health & Hygiene

The Contractor shall recognise & manage working in extreme climatic conditions like cold, other occupational health aspects of the jobs and activities.

Contractor shall ensure that before commencing employment, its personnel have had a medical examination which shall include reference to medical history, drug abuse and HIV screening (if needed), and is directed towards body functions specifically affected by occupational hazards.

Contractors responsibility to its personnel during employment shall include but not be limited to,

ensuring availability of satisfactory medical care for personnel including routine medical

examinations;

identifying special risk groups (such as exposure to high noise, vibration, radiation, asbestos, chemicals, extreme heat & cold, vapours, dust, heavy goods vehicle drivers, etc.) among its personnel and providing the monitoring and surveillance of affected persons, where necessary;

controlling occupational hazards with the view to their elimination with strict record keeping of known hazards;

maintaining records of sickness absence with special attention to those associated with occupational hazards and bring it to notice in case of abnormality/disease likely to be spread to co-workers;

providing education to personnel in matters relating to occupational health hazards at workplace and ensuring workplaces are kept in a safe & hygienic condition;

adhering to PEPL HSE standards for hygiene, general sanitation and food preparation where Contractor is directly responsible;

5.10. Environmental Management

D The Contractor shall store, treat and dispose the waste generated during the work as per the Environment Protection rules and requirements of state pollution control boards.

D The Contractor shall participate in environmental monitoring applicable to the work under the Contract scope as a part of the PEPL environmental monitoring plan.

6. Compliance and Regulations

D The Contractor shall identify and adhere to all applicable statutory requirements, standards, licenses, permits and recognised codes of practice.


D Contractor shall develop & maintain a legal compliance matrix considering all applicable laws and regulations, to ensure timely compliance to avoid disruptions & delays in Contract work. It includes the forms/documents that needed to be maintained by the contractor.

D Contractor shall be responsible for any social disturbance caused in the nearby Communities by his employees or work during/ after duty hours. Any untoward incident/ nuisance caused by Contractor employees shall be brought to the notice of Contract holder or work in-charge, immediately.

D All Contract persons shall be employed according to applicable labour.

D Contractor shall ensure that there are no Human Rights violations during execution of Contract.

7. Implementation & Monitoring

7.1.Supervision

D The Contractor shall ensure effective supervision to ensure safe and proper execution of the work, particularly for safety critical jobs.

D If work has to be carried out in shifts, adequate HSE supervision shall be arranged.

D The Contractor shall notify to PEPL and maintain current list of its Supervisory personnel.

7.2. Performance Monitoring

D Contractor shall have system for monitoring HSE Performance using indicators like incident statistics, hours worked, vehicle run (in kilometres) which shall be in line with the PEPL guideline for HSE Performance Reporting & Monitoring.

D Contractor shall monitor the HSE performance as per the HSE performance indicators and submit reports in the format set by PEPL.

7.3. HSE Meetings

D Before starting the work, a detailed kick-off (Pre-job) meeting shall be held between PEPL Contract Holder and Contractor representatives, covering all HSE aspects applicable for the Contract.

D During the execution of Contract, HSE meetings including sub-Contractors, shall be arranged at least once a week, to discuss & resolve critical HSE issues, status on HSE recommendations, incidents/ accidents, compliance to agreed actions and overall HSE performance.

D Before commencing work, a ‘Tool Box Meeting’ (around 10 minutes) shall be conducted to explain job and associate safety aspects by the Contractor HSE representative and/ or respective Supervisor.

7.4. Work Related Injuries

D All Contractor personnel who suffer work related injuries in the area shall inform PEPL HSE representative and work in-charge.

D In case of any work related injury that becomes an emergency, requiring immediate medical treatment, injured shall be sent to hospital that is most conveniently located and well equipped.

D In case of injury to the Contractor personnel, the Contractor is responsible to transfer the injured person to appropriate medical clinic / hospital and provide necessary medical treatment.


However, in extreme cases, if the Contractor is not able to provide immediate assistance, PEPL will provide required assistance, however in such cases, all costs borne by PEPL shall be back- charged to the Contractor.

7.5.Reporting

Incidents & Investigation

D The Contractor shall notify about any incident, accident, first aid cases, near miss, damage to property, effect to environment, vehicle incident, community related incident or any loss related incidents, as per PEPL guideline for Incident Reporting & Investigation.

D Contractor shall encourage reporting of near miss incidents.

D All incidents shall be reported immediately and within 24 hours of occurrence using the PEPL incident reporting format.

D In consultation with work in-charge, Contractor shall notify reportable incident to local and national regulatory authorities, as per the regulatory compliance matrix.

D The Contractor shall promptly conduct incident investigation and submit a report with its findings, conclusions, recommendations and actions taken or planned with 7 days from the date of occurrence of the incident.

D The Contractor shall co-operate fully and assist as necessary with any subsequent Incident investigation undertaken by PEPL.

HSE Performance (MIS)

A monthly report shall be submitted to covering all aspects of its HSE performance during the Contract period. The Contractor shall, within first week of each calendar month, submit a Monthly report as per the

PEPL formats during the Contract period and shall include but not limited to following,

accidents including near-miss cases;

Contractor’s and sub-contractor’s man-hours;

HSE inspections & audits;

HSE trainings;

HSE meetings;

corrective actions and recommendations;

waste generation, disposal of hazardous & non-hazardous waste;

consumption of raw materials and energy;

8. Auditing & Review

D Contractor shall not commence work till instruction is received in writing from the PEPL Contact Holder. Before work commences, PEPL may carry out a pre start-up audit or inspection.

D If it is considered that essential controls, as defined in the risk assessment, are not in place, the work may not be allowed to start, for which Contractor shall be solely responsible.


D Specifically, the work will not start unless Contractor demonstrates that,

all essential pre start-up controls are in place;

equipment & machinery are safe & acceptable;

personnel employed possess necessary HSE training and are competent to carry out work safely;

D Based on the nature of work, the Contractor shall have schedule for internal inspections & audits and system for implementation of findings.

D Contractor shall carry out HSE performance reviews periodically, preferably with HSE meetings and at the end of Contract period.

9. HSE Default & Non-compliance

D If the Contractor fails to meet any significant HSE requirement or carries out any part of the work in a manner which indicates that the Contractor is not applying HSE and Corporate Social Responsibility standards PEPL may issue the Contractor with a Default Notice.

D The Default Notice may require Contractor to stop the work at no cost to PEPL, until the HSE Default is rectified.

10. Disciplinary Actions

D PEPL may take disciplinary action in cases of Contractors or sub-Contractors or, their employees’ for negligence regarding HSE regulations, breaches of policies & procedures, and performing work without regard to safety.

D In such cases Contractors may be removed from site and/ or the Contract being terminated. Contractors or sub-Contractors that have been removed from site shall have those payments due withheld in penalty.

D The Contractor shall, if and when required by PEPL, remove any of its personnel or sub-Contractor, if in the PEPL’s opinion, their presence would cause danger to themselves, others and/ or to the work.

HSE Pre-Qualification Questionnaire For Contractor

Guidelines for Completion of Questionnaire

D The potential bidder is to ensure that the answers provided are focussed against the activities

indicated in the pre-tender document.

D The information is supplied in the same format and sequence in which they appear in the

questionnaire.

D Failure to supply information that accurately and fully covers the material requested may result in

an individual Contractor failing to meet minimum HSE expectations and therefore being disqualified.

D Contractor shall provide information that is authentic and documentary evidence.


D Even after getting pre-qualified, if it comes to the notice that non-authentic documents are

provided, the Contractor may be disqualified and if any Contract is in place, it may be terminated

immediately.

D PEPL shall have right to audit Contractors records to verify the authenticity of the documents, during

any phase of the Contract.

QUESTIONNAIRE FOR PRE-QUALIFICATIONS

Pre-Qualification Question

Response

1. Leadership and Commitment

How are senior managers personally involved in HSE

management?

List methods applied to promote positive culture

towards HSE?

2. Policy & Strategic Objectives

Does Contractor have HSE policy document? If yes,

attach copy.

Who has overall and final responsibility for HSE in the

organisation?

Who is the most senior person in the organisation

responsible for implementation of HSE policy? Provide

name, title and experience.

How the HSE policy communicated to the employees?

Does Contractor have HSE objectives of the current

year?

3. Organisation, Resources, Competence, Standards &

Documentation

Is the senior management involved in HSE activities,

objective setting and monitoring?

Are adequate resources assured with respect to

competent manpower, material and financial?


What HSE training is imparted to Managers &

Supervisors, at all levels, responsible for execution of

work?

Is the HSE induction training imparted to ensure new

employee also has knowledge of HSE policies &

practices and work related hazards?

Is it ensured that existing staff has up to date HSE

knowledge?

How the work related hazards identified, assessed and

controlled involving radioactive, asbestos removal,

chemical or other occupational health hazards?

How operational areas are identified where standard

operating procedure is required to deal with potential

hazards?

Has Contractor employed HSE staff having adequate

qualifications and experience?

Is the HSE competence of the Sub-contractors assessed?

How the HSE records & standards of the Sub-contractors

are assessed?

How the applicable industry or regulatory standards are

identified and communicated to all concerned?

Is there a procedure for documentation and document

control?

4. Risk Assessment & Management

Is there a procedure in place for systematic

identification, assessment, control and mitigation of

hazards?

Is the project risk assessment done and what method/

standards are used to establish criteria for acceptable

risk?

How frequently the risk assessment is reviewed?

Are there systems in place to monitor the exposure of

workforce to chemical, physical or work related


potential hazards?

What systems are in place for identification,

classification, minimisation and management of waste?

Is the drugs and alcohol policy is in place?

Is the emergency response plan is in place and

personnel received appropriate training in their

emergency response roles & responsibilities?

5. Planning and Procedures

Do Contractor have Annual HSE plan in place for current

year?

Who is responsible for revising HSE plans & procedures

and how frequently?

Do the Contractor have HSE manual (or Operations

Manual) with relevant HSE sections?

Does approved HSE working procedures and practices

relating to work activities are in place?

How it is ensured that the working practices and

procedures used by employees on-site are consistently

in accordance with HSE policy & objectives?

What system is in place to ensure plant & equipment

are correctly registered, controlled and maintained in a

safe working condition?

How the continual improvement in HSE performance is

demonstrated?

How the temporary & permanent change is managed

with respect to people, plant, process and procedures

that may have adverse consequences?

While preparing various plans, are the requirements of

external and or regulatory authorities taken into

account?

6. Compliance & Regulations

Is there a system for identifying all HSE regulations,


licenses, permits, standards & recognised codes of

practice that are applicable for operational continuity?

Is the HSE Compliance Matrix is in place in line with the

operations & activities?

How frequently the HSE Compliance Matrix is reviewed

and updated?

7. Implementation & Performance Monitoring

What are the HSE performance indicators, leading

(proactive) & lagging (reactive)?

What systems are in place for identification and

implementation of corrective actions?

Has the Contractor received any award for HSE

performance achievement?

Has the Contractor suffered any statutory notifiable

incidents in the last two years?

Has the Contractor suffered any improvement

requirement or prohibition notices by any regulatory

body, state or national, under any HSE legislation in the

last two years?

Are the records of incidents and HSE performance are

maintained for the last five years?

Is the environmental performance recorded &

reviewed?

How often is overall HSE performance reviewed and by

whom?

How are the non-compliances & corrective actions

implemented and monitored for effectiveness?

Is there is a procedure for incident reporting and

investigation?

How are the findings following an investigation are

implemented and communicated to others across the

organisation?


Is there an encouragement for reporting of near miss

incidents also?

How the notifaible incidents notified to concerned

regulatory authorities?

8. Auditing & Review

Does the HSE Management Plans include schedules for

auditing and what range of auditing is covered?

Is the effectiveness of auditing verified and how does

management report & follow up audits?

Is there a system for implementing audit findings?

What HSE performance reviews carried out periodically?

Are the audits carried out as applicable by regulatory/

legal requirements?

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