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ANNEXURE - II

GENERAL CONDITIONS OF CONTRACT (GCC)

CONTRACT (To be signed with the successful bidder)

This CONTRACT is made and entered into on this __________ day of _________ Two thousand and _______ by and between OIL & NATURAL GAS CORPORATION LIMITED, a CORPORATION registered under the Companies Act 1956, having its registered office at Jeevan Bharati, Tower-II, 124, Connaught Circus, New Delhi- 110 001, India and one of its work center at Uran Plant, Uran, Dist. Raigad, Maharashtra – 400 702 (hereinafter referred to as “CORPORATION” which expression shall include its successors, administrators, executors and assignees) on the one part and M/s ………………………………………………………………………………………………., a company registered under the Companies Act ’56 with its Registered office at ……… referred to as the “CONTRACTOR” (which expression shall include its successors, administrators, executors and permitted assignees) on the other part. Whereas CORPORATION is desirous of ……………..……………….…………………….. (Description of work) for carrying out CORPORATION’s operations conforming to specifications as set forth in the Scope of Work at Annexure-III of this agreement. And Whereas the CONTRACTOR represents that it has the necessary experience for carrying out CORPORATION's operations as referred to herein and has submitted a bid for providing the required services against CORPORATION’s Tender No.-…………..… all in accordance with the terms and conditions set forth herein and any other reasonable requirements of the CORPORATION from time to time. And Whereas CORPORATION has accepted the bid of the CONTRACTOR and has placed Fax order / Letter of Intent /Notification of Award vide its letter No.-………………………………………………………….. Dated……………….. on the CONTRACTOR. Now it is hereby agreed to by and between the parties as under: The few main GENERAL CONDITIONS OF CONTRACT listed below over-rides all other similar contract conditions. They are similar or updated version of GENERAL CONDITIONS OF CONTRACT and SPECIAL CONDITIONS OF CONTRACT mentioned in ONGC’s Empanelment Notifications of Award(NOAs) no.- DLH/OES/MM/TPI-EMPANELMENT/X11RC13003/2013 dated 03.06.2014 in accordance with latest Integrated MM manual, which has come in force w.e.f. 01/02/2015. Other Contract conditions not listed below shall be in accordance with GENERAL CONDITIONS OF CONTRACT and SPECIAL CONDITIONS OF CONTRACT mentioned in Impetus Agreement.

1.0 DEFINITIONS:

Unless inconsistent with or otherwise indicated by the context, the following terms stipulated in this CONTRACT shall have the meaning as defined hereunder.

1.1 CONTRACT:

Shall mean a written CONTRACT signed between ONGC and the CONTRACTOR (the successful bidder) including subsequent amendments to the CONTRACT in writing thereto.

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1.2 CORPORATION / ONGC:

Shall mean OIL AND NATURAL GAS CORPORATION LIMITED, India and shall include its legal representatives, successors and permitted assignees.

1.3 SITE:

Shall mean the place in which the operations/services are to be carried out or places approved by the ONGC for the purposes of the CONTRACT together with any other places designated in the CONTRACT as forming part of the site.

1.4 CORPORATION’S SITE REPRESENTATIVE/ENGINEER:

Shall mean the person or the persons appointed by ONGC from time to time to act on its behalf at the site for overall co-ordination, supervision and project management at site.

1.5 CONTRACTOR:

Shall mean any person/ persons/ firm/ company etc. to whom work has been awarded and whose bid has been accepted by ONGC and shall include its authorized representatives, successors and permitted assignees.

1.6 SUB-CONTRACT:

Shall mean order/ contract placed by the CONTRACTOR for any portion of the CONTRACT or work sublet with necessary written consent of ONGC on third party. Such sub-letting shall not relieve the CONTRACTOR from any obligation, duty or responsibility under the CONTRACT.

1.7 SUB-CONTRACTOR:

Shall mean any person or persons or firm or their legal representatives, successors, assignees to whom part of CONTRACT has been sublet by the CONTRACTOR after necessary consent of ONGC.

1.8 CONTRACTOR’S REPRESENTATIVE:

Shall mean such person/or persons duly appointed representative at the site and base as the CONTRACTOR may designate in writing to the ONGC as having authority to act for the CONTRACTOR in matters affecting the work and to provide the requisite services.

1.9 CONTRACT PRICE:

Shall mean the sum accepted or the sum calculated in accordance with the rates accepted by ONGC and amendments thereof, and shall include all fees, registration and other charges paid to statutory authorities without any liability on ONGC for any of these charges. The prices will remain firm during currency of the CONTRACT unless specifically agreed to in writing by ONGC.

1.10 DAY:

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Shall mean a calendar day of twenty-four (24) consecutive hours beginning at 0000 hours with reference to local time at the site.

1.11 EQUIPMENT/MATERIALS/GOODS:

Shall mean and include any equipment, machinery, instruments, stores, goods which CONTRACTOR is required to provide to the ONGC for/under the CONTRACT and amendments thereto.

1.12 WORKS / OPERATIONS:

Shall mean all work to be performed by the CONTRACTOR as specified in the Scope of Work under this CONTRACT.

1.13 GUARANTEE:

Shall mean the period and other conditions governing the warranty/guarantee of the works as provided in the CONTRACT.

1.14 MOBILIZATION:

Shall mean rendering the equipment fully manned and equipped as per CONTRACT and ready to begin work at site designated by ONGC after ONHIRE survey and ONGC’s acceptance thereafter. The date and time of ONGC’s acceptance of ONHIRE survey will be treated as the date and time of mobilization. Further to elaborate, "Mobilization of the Contractor" means performance by the Contractor of all those things necessary to be fully ready to execute work at Site satisfying all work pre-requisites stipulated in the contract. Mobilization of the Contractor shall include but shall not be limited to providing of all transport from points of origin to Site, all equipment and materials of construction, all personnel, satisfaction of government requirements, all logistical support to the construction operations and setting up at site in a condition of full readiness to execute Work.

1.15 DEMOBILIZATION:

Shall mean the removal of all things forming part of the mobilization from the site of ONGC. The date and time of OFFHIRE survey shall be treated as the date and time of demobilization.

1.16 DRAWINGS:

Shall mean and include all Engineering sketches, general arrangements/layout drawings, sectional plans, all elevations, etc. related to the CONTRACT together with modification and revision thereto.

1.17 SPECIFICATIONS:

Shall mean and include detailed description, statements to technical data, performance characteristics, and standards (Indian as well as International) as applicable and as specified in the CONTRACT.

"Contract Specification/Specifications" shall mean those specifications of the works included or referred to in the Bid Package as well as those specifications relating to Industry Standards and Codes, and applicable to the performance of work, work

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performance quality and the specifications affecting the works and performance of works as detailed in the specifications of this contract and any modification thereof or addition/deletion thereto as may from time to time be furnished or approved in writing by the Corporation or any additional specifications required to be produced by the Contractor to meet the design criteria.

1.18 INSPECTORS:

Shall mean any person or outside Agency nominated by ONGC to inspect equipment, materials and services, if any, in the CONTRACT stage-wise as well as final as per the terms of the CONTRACT.

1.19 TESTS:

Shall mean such process or processes to be carried out by the CONTRACTOR as are prescribed in the CONTRACT considered necessary by ONGC or their representative in CONTRACT to ascertain quality, workmanship, performance and efficiency of equipment or services thereof.

1.20 FACILITY:

Shall mean all property of the ONGC owned or hired by ONGC.

1.21 THIRD PARTY:

Shall mean any group, corporation, person or persons who may be engaged in activity associated with the work specified but who shall remain at an arm’s length from the work and who shall not have a direct responsibility or authority under the terms of this CONTRACT.

1.22 APPROVAL:

Shall mean and include the written consent duly signed by ONGC or their representative in respect of all documents, drawings or other particulars in relation to the Contract.

1.23 SINGULAR/ PLURAL WORDS:

Save where the context otherwise requires, words imparting singular number shall include the plural and vice versa and words imparting neutral gender shall include masculine or feminine gender and vice versa.

1.24 GROSS NEGLIGENCE:

Shall mean any act or failure to act (whether sole, joint or concurrent) by a person or entity which was intended to cause, or which was in reckless disregard of or wanton indifference to, avoidable and harmful consequences such person or entity knew, or should have known, would result from such act or failure to act. Notwithstanding the foregoing, Gross negligence shall not include any action taken in good faith for the safeguard of life or property.

1.25 WILLFUL MISCONDUCT:

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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.

1.26 "Bid Package/Bidding Documents” means all documents and all Addendum issued

thereafter.

1.27 "Certificate of Completion and Acceptance” means Certificate issued by Corporation stating that Contractor has satisfactorily performed the entire scope of work as per the contract.

1.28 "Constructional Plant and Equipment" means all Plants, Barges,

Vessels/Floating crafts, equipment, tools, appliances, things, facilities, machinery, apparatus of whatever nature needed, in or about the work or Temporary Works (as hereinafter defined) for execution of Works covered under the Contract but does not includes materials or other things intended to form or forming part of the Works.

1.29 "Scheduled Completion Date" means a date when the completion of entire works is

scheduled to be achieved in accordance with the contract schedule.

1.30 "Temporary Works” means all temporary works of every kind needed in or about the works.

1.31 "Vendor” when used in connection with materials/Plants/equipment/ spare parts

procurement, means, the equipment/ materials manufacturer, supplier (authorized and approved by the equipment(s) manufacturer) of materials/plants/ equipment/spare parts to the Contractor.

1.32 "Kick-off Meeting" means a meeting convened by the Corporation to discuss and

finalize the work execution plan and procedures with the Contractor.

1.33 "Pre-Commissioning Activities" are defined as activities required to be performed after erection/installation, inspection, hydro-testing etc. of an equipment/system to make ready for commissioning. This shall include but not limited to the activities like system checking of vessels flushing/steam blowing, air blowing of pipelines, system leak checking upto the normal operating pressure, purging of system using inert gas, calibration of instruments, checking to the electrical equipment for proper earthing, continuity, insulation resistance, conducting operability test on individuals equipment/systems.

1.34 "Commissioning" shall mean pressing into service of the Plant(s), Equipment(s),

Vessel(s), Pipeline, Machinery (ies) or any other section or sub-section of installation(s) pertaining to the WORK of the Contractor after successful testing and trial runs of the same.

Commissioning can be either for a completed system or a part of system or a combination of systems or sub-systems and can be performed in any sequence as desired by Corporation and in a manner established to be most suited according to availability of prerequisites. Any such readjustments made by the Corporation in performance of Commissioning activity will not be construed to be violating Contract provision and the Contractor shall be deemed to have provided for the same.

1.35 "Mechanical Completion" of process units shall mean that all installations works of

the process units as described in scope of work of the Contract Document have been completed in accordance with approved construction drawings, approved

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specification, applicable code as defined in the Contract Document and following accepted international good engineering practices and all the pre-commissioning activities defined later have been completed by the Contractor and witnessed by Corporation/EIL representative and the pre-commissioning formats have been duly filled and signed by Corporation/EIL Commissioning representative/ vendors as a token of successful completion of the said activity.

1.36 The "Start-up" shall mean the time period required to bring the equipment covered

under the Contract from an inactive condition, when construction is essentially complete, to the state ready for operation. Start-up shall include preliminary, inspection and check out of equipment and supporting sub-systems, initial operation of the complete equipment covered under the Contract to obtain necessary pretrial operation data, perform calibration and corrective action, shut down inspection and adjustment prior to the trial operation period.

1.37 "Initial Operation" shall mean the first integral operation of the complete

equipment covered under the Contract with sub-systems and supporting equipment in service or available for service.

1.38 "Trial Operation"/"Reliability Test"/"Trial Run"/ "Completion Test" shall mean the

extended period of time after the start-up period, during which period the unit shall be operated over the full load range. The length of Trial Operation shall be as determined by the Engineer-In-Charge, unless otherwise specified elsewhere in the Contract.

1.39 "Final Acceptance" shall mean the Corporation’s written acceptance of the Work

performed under the Contract, after successful completion of Performance Test/Guarantee.

1.40 "Punch list" means those minor items/jobs relating to works outstanding at the

time of issuance of "Certificate of Completion and Acceptance" which do not affect the normal operation of the system/network and which have been mutually agreed by the Corporation and the Contractor, to be carried out/ further completed (within a fixed time period) by the Contractor to the satisfaction of the Corporation in accordance with the Contract.

1.41 Except for claims of breach of the Contract or for claims specifically assumed or

authorized therein, the Contractor and the Corporation waive recourse each against the other for all other claims, which may arise with respect to the Works.

1.42 Waiver of Sovereign Immunity:

The Corporation and the Contractor hereby represent and warrant that this Contract

is a commercial act and that neither the Corporation nor the Contractor is entitled to claim immunity from any legal action or proceeding with respect to itself or any of its properties or assets in relation to the enforcement of this Contract on the ground of sovereignty or otherwise under any law. To the extent that the Corporation or the Contractor, or any of its properties or assets has or herein after may acquire any right to immunity from set-off, legal proceedings or action, attachment whether prior to judgment or otherwise, or execution of judgment on the ground of sovereignty or otherwise, the Contractor and the Corporation each for himself and his properties and other assets hereby irrevocably waives such right to immunity in respect of his obligations under this Contract.

1.43 Unit of Measurement:

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All the Drawings and Specifications prepared by the Contractors shall be in Metric

System.

2.0 SCOPE OF WORK / CONTRACT:

Scope of the CONTRACT shall be as defined in the CONTRACT, specifications, drawings and Annexure thereto at ANNEXURE-III.

3.0 NOTICES AND ADDRESSES:

For the purposes of this CONTRACT, the addresses of the parties will be as follows and all correspondence and notices in relations to the present CONTRACT sent to the parties at the addresses mentioned below shall be deemed to be sufficient service of notice on the parties. All such notices as well as reports, invoices and other relevant material shall be addressed to the parties as per the address given below:

3.1 OIL & NATURAL GAS CORPORATION LIMITED

For CONTRACT related communication:

DGM(P)- Facility Engineering Group (FEG),

ONGC, Dronagiri Bhavan, Uran Plant, Uran, Dist. Raigad, Maharashtra – 400 702

FAX No.: 022-27222811. Telephone No.022-27234751

For Operations, Reports and Payments: Designated Engineer-in-Charge (EIC).

3.2 CONTRACTOR’S REGISTERED OFFICE AND ADDRESS: _________________________

_________________________ Tel No.- ________Fax No.-_______

4.0 DUTIES AND POWER /AUTHORITY:

4.1 ONGC’s ENGINEER-IN-CHARGE (EIC): The duties and authorities of the ONGC’s Engineer-in-Charge (EIC) or Site Representative is to act on behalf of ONGC for:

(i) Overall supervision, co-ordination and Project Management at site (ii) Proper utilization of equipment and services.

(iii) Monitoring of performance and progress & Payment thereof. (iv) Commenting/ countersigning on reports made by the CONTRACTOR’s

representative at site in respect of works, receipts and consumption etc. after satisfying himself with the facts of the respective cases.

(v) He shall have the authority, but not obligation at all times and any time to

inspect/test/examine/ verify any equipment, machinery, instruments, tools, materials, personnel, procedures and reports etc. directly or indirectly

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pertaining to the execution of the work. However this shall not construe to imply an acceptance by the inspector. Hence, the overall responsibility of quality of work shall rest solely with the CONTRACTOR.

(vi) Each and every document emerging from site in support of any claim by the

contractor has to have the countersignature/ comments of the ONGC’s representative/engineer without which no claim will be entertained by ONGC.

4.2 CONTRACTOR’S REPRESENTATIVE:

(i) The CONTRACTOR’s representative shall have all the powers requisite for the

performance of the works.

(ii) He shall liaise with ONGC’s representative for the proper co-ordination and timely completion of the works and on any matter pertaining to the works.

(iii) He will extend full co-operation to ONGC’s representative/inspector in the

manner required by them for supervision/inspection/observation of equipment, material, procedures, performance, reports and records pertaining to works.

(iv) To have complete charge of CONTRACTOR’s personnel engaged in the

performance of the work and to ensure compliance of rules and regulations and safety practice.

5.0 CONTRACT DOCUMENT:

5.1 GOVERNING LANGUAGE:

The governing language for the CONTRACT shall be English. All CONTRACT documents and all correspondence and communication to be given and all other documentation to be prepared and supplied under the CONTRACT shall be written in English and the CONTRACT shall be construed and interpreted in accordance with English language.

5.2 ENTIRE AGREEMENT:

The CONTRACT constitutes the entire agreement between the ONGC and the CONTRACTOR with respect to the subject matter of the CONTRACT and supersedes all communication, negotiations and agreement (whether written or oral) of the parties with respect thereto made prior to the date of this agreement.

5.3 MODIFICATION IN CONTRACT:

All modifications leading to changes in the CONTRACT with respect to technical and/or commercial aspects, including terms of delivery shall be considered valid only when accepted in writing by ONGC by issuing amendment to the CONTRACT. ONGC shall not be bound by any printed conditions, provisions in the CONTRACTOR’s BID, forms of acknowledgement of CONTRACT, invoice, packing list and other documents which purport to impose any condition at variance with or supplement to CONTRACT.

5.4 SUB-LETTING AND ASSIGNMENT:

5.4.1 ASSIGNMENT:

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The CONTRACTOR shall not, save with the previous consent in writing of the ONGC, sublet/SUB-CONTRACT, transfer or assign the CONTRACT any part thereof in any manner whatsoever. However, such consent shall not relieve the CONTRACTOR from any obligation, duty or responsibility under the CONTRACT and CONTRACTOR shall be fully responsible for the services hereunder and for the execution and performance of the CONTRACT. In case any part of the work is sub-contracted to a Micro or Small Enterprise as per contract conditions then the contractor shall provide complete details (i.e. name of the subcontractor, value of sub-contacted work, copy of valid MSE registration certificate etc.) of the sub-contractor to ONGC

5.4.2 CONDITIONS OF SUB-CONTRACTING: The following conditions shall apply as regards sub-contracting of any portion of the

Work pertaining to pre-engineering site survey, design, engineering, procurement, fabrication, transportation, installation, commissioning, testing entrusted to the Contractor: (i) The Contractor may sub-contract any portion of Work entrusted to him only

with prior written consent of the Corporation which shall not be unreasonably withheld. The extent to which the Contractor may sub-contract part of the Works shall be as stated in his bid and as accepted/approved by the Corporation prior to the opening of the price bid. All sub-contracting arrangements shall be finalized and sub-contractors to be deployed shall be firmed up by the Contractor within three months from the date of placement of Notification of Award by the Corporation. A signed copy of the detailed Agreement with prices blanked out or some similar document (indicating the scope of work of Sub-contractor) entered into between Contractor and Sub-contractor(s) to perform the work sub-contracted, shall be submitted to the Corporation within one month from the date of signing of the Contract between Corporation and Contractor.

(ii) Any change in the sub-contractor(s) after the arrangement is firmed up as

mentioned in Para (i) above, will be made by Contractor only with the prior written approval of the Corporation which approval shall not be unreasonably withheld and only from amongst those sub-contractor(s) as proposed by the Contractor in his bid and as are found technically acceptable. However, under unavoidable/exceptional circumstances, the contractor may offer substitute sub-contracting arrangement having requisite experience and capabilities to execute the work. The desired changes shall be put up by the contractor well in time.

Corporation’s decision shall be notified to the Contractor within fourteen (14) working days of receipt of request for such change along with all necessary documents in support of the requested change provided, however, that request for change is received at least one (1) month prior to the schedule start of the relevant activity.

(iii) Sub-contracting as mentioned herein shall not relieve the Contractor of his

obligations and responsibilities under this contract. Also in no case sub-contractors shall pass on any claim/liability to the Corporation.

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(iv) Provided however that the sub-contractors listed in Contractor's tender, unless rejected by the Corporation prior to the date of intimation of opening of price bid or revised/ adjusted price bid, if any, shall for all purposes of the Contract be deemed approved by the Corporation, Contractor shall then be free to sub-contractor with any of the already approved sub-contractors subject to Para (ii).

(v) Notwithstanding what has been stated in Para (i) to (iv) above, Contractor shall

be required to perform by himself and not through sub-contract(s), Project management and activity (ies), based on which his bid has been evaluated and found to be acceptable by the Corporation.

5.5 WAIVERS AND AMENDMENTS:

(i) Waivers: - It is fully understood and agreed that none of the terms and

conditions of this CONTRACT shall be deemed waived by either party unless such waiver is executed in writing only by the duly authorized agents or representative of both the parties. The failure of either party to execute any right shall not act as a waiver of such right by such party.

(ii) Amendments: - It is agreed that CONTRACTOR shall carry out work in

accordance with the completion program to be furnished by the CORPORATION, which may be amended from time to time by reasonable modifications as CORPORATION sees fit.

5.6 RECORDS OF CONTRACT DOCUMENTS:

The Contractor shall at all times make and keep sufficient copies of the Drawings,

Specifications and Contract documents for him to fulfill his duties under the Contract.

5.7 DATE OF COMMENCEMENT:

The effective date of this Contract coming into force and the commencement of

Works shall be the date on which the Corporation issues the Notification of Award for the Works under this tender in acceptance of Contractor's final tender as mutually agreed prior to issuance of Notification of Award.

5.8 START OF INSTALLATION:

Prior to take up the installation of any major component of work, the Contractor shall submit to the Corporation his proposed installation sequence and procedure and obtain Corporation’s approval in writing. If no response is provided by the Corporation to the Contractor within 05 working days after receipt by the Corporation, then the proposed installation sequence & procedure shall be deemed to be approved by the Corporation.

6.0 CLAIMS, TAXES & DUTIES, FEES AND ACCOUNTING:

6.1 CLAIMS:

CONTRACTOR agrees to pay all claims, taxes and fees for equipment, labour, materials, services and supplies to be furnished by it hereunder and agrees to allow no lien or charge resulting from such claims to be fixed upon any property of CORPORATION. CORPORATION may, at its option, pay and discharge any liens or overdue charges for Contractor’s equipment, labour, materials, services and supplies

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under this CONTRACT and may thereupon deduct the amount or amounts so paid from any sum due, or thereafter become due, to CONTRACTOR hereunder.

6.2 NOTICE OF CLAIMS:

CONTRACTOR or CORPORATION, as the case may be, shall promptly give the other, notice in writing of any claim made or proceeding commenced for which that party is entitled to indemnification under the CONTRACT. Each party shall confer with the other concerning the defense of any such claims or proceeding, shall permit the other to be represented by counsel in defense thereof, and shall not effect settlement of or compromise any such claim or proceeding without the other’s written consent.

6.3 TAXES:

CONTRACTOR, unless specified otherwise in the CONTRACT, shall bear all tax liabilities, duties, Govt. levies etc. including Service tax, customs duty, Corporate and personnel taxes levied or imposed on the CONTRACTOR on account of payments received by it from the CORPORATION 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 certificates / documents for enabling ONGC to avail Input VAT credit and CENVAT credit benefits in respect of the payments of VAT, Excise Duty, Service Tax etc. which are payable against the CONTRACT. The CONTRACTOR should provide tax invoice issued under rule-4A of Service Tax Rules for the Services (indicating service tax, education cess and Secondary & Higher Education Cess) and tax invoice issued under Central Excise rule-11 for Excise Duty (indicating excise duty education cess and Secondary & Higher Education Cess) and tax invoice under respective State VAT Act for VAT separately for the indigenous goods. Payment towards the components of Excise Duty, VAT, CVD, SAD, Service Tax etc. shall be released by ONGC only against appropriate documents i.e. tax invoice/Bill of entry for availing CENVAT / VAT credit (as applicable).

The tax invoices as per above provisions should invariably contain the following particulars:

(i) Name, Address and the Registration Number (under the relevant Tax Rules) of

the Service Provider (Contractor) (ii) Name and Address of the Service Receiver (Address of ONGC) (iii) Description, Classification and Value of taxable service / goods and the amount

of applicable tax (i.e. Service tax / Excise Duty / VAT – separately indicating education cess and Secondary & Higher Education Cess, wherever applicable)

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 which is required for availing CENVAT Credit.

6.3.1

While submitting the invoice for payment, CONTRACTOR should submit the following details / statement as an attachment to the invoice:

a.

Cost of Service Rs.__________

b. Service Tax/Excise Duty(Central Levy)/VAT(State Rs. __________

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Levy), as applicable c. Total amount including Service Tax/Excise Duty/VAT

( i.e. a+b) Rs.__________

d. Less: CENVAT Credit / VAT Credit, legally becomes available due to Change in Law (alongwith details of disclosure as per Clause No.-19.7 below).

Rs. __________

e. Net payable by ONGC Rs. __________

6.4 CUSTOMS DUTY:

6.4.1 Customs duty for imported materials as per the Contract price schedule shall be

paid and borne by the Contractor. It shall be the responsibility of the Contractor to provide the requisite particulars and documents to the Customs and other Government authorities and get the materials cleared and transported in time. Contractor shall be fully responsible for port and Customs clearance including stevedoring, handling, unloading, loading, storage, inland transportation, if any of materials & equipments to storage godown(s), yard(s), Sites(s) etc. Contractor shall be fully responsible for any delays, penalties, charges and losses, if any, in this regard.

Should the Contractor fail to provide the required descriptive catalogues, literature, drawings, box-wise packing list, invoices and any other relevant documents to the Customs Authority and should the Customs Duty be assessed and levied incorrectly due to such failure, the same shall be solely to the Contractor's account.

In case the Contractor, through oversight, negligence or for any other reason whatsoever, has raised the proforma invoice for the total CIF Price of the imports mentioned at the Contract Price Schedule but some consignments are left out and have to be imported assigning nil value in the relevant documents, the Customs Duty and penalties/charges, if any, levied by the concerned authorities shall be solely to the Contractor's account.

6.4.2 Corporation shall upon request from the Contractor along with necessary details,

provide recommendatory letter(s) as per DGH’s (Directorate General of Hydrocarbons) prescribe performa for obtaining necessary Certificate from Direc-torate General of Hydrocarbons for availing the custom duty concessions/exemptions for import of materials, consumables and spares for the locations fails under ML (Mining Lease) license issued or renewed after 01.04.1999/ NELP fields. However, the responsibility of obtaining necessary Certificate will be that of the Contractor.

Corporation shall also forward clarifications to DGH’s queries, if any, with regard to issuance of Essentiality Certificate after receipt of the same from the Contractor.

6.4.3 Customs duty applicable on constructional Plant and Equipment

a) Customs duty, after taking into account of admissible duty drawback/exemptions

on Constructional Plant and Equipment which are floating craft/floating equipment (vessel, barges etc.) imported temporarily by the Contractor for execution of works is included in lumpsum schedule of prices and shall be paid by the Contractor directly to the custom authorities. Contractor shall provide requisite particulars and documents to the customs and other Government Authorities and get the clearance of Constructional Plant and Equipment in time.

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The Contractor shall take into consideration the concessional custom duty, if available. The Corporation shall issue recommendatory letter to the Contractor for obtaining necessary certificate from Directorate General of Hydrocarbons for availing the concessions / exemptions in custom duty if any. The responsibilities of obtaining such necessary certificate will be that of Contractor. Corporation shall also forward clarifications to DGH’s queries, if any, in regard to issuance of Essentiality Certificate after receipt of the same from the Contractor. The duty drawback/exemptions shall be determined after taking into consideration the concessional custom duty, if applicable. Contractor shall be fully responsible for any delays, penalties, charges and losses, if any, in this regard. Should the Contractor fail to provide relevant documents, literature, invoices etc. to custom authority and should the customs duty be assessed and levied incorrectly due to such failure, the same shall be solely to the Contractor’s account. The Contractor / Subcontractor shall re-export such constructional plant and Equipment expeditiously but not later than 15 days after completion of works and claim duty draw back from custom authorities. The Timely completion of all import formalities pertaining to clearance of customs, re-export formalities and other related activities shall be complied with solely by the Contractor at his own cost. The Corporation shall in no way be responsible for any delays and losses encountered by Contractor in this regard. Corporation shall reimburse to the Contractor the custom duty less the duty drawback/exemptions available to the Contractor on the Constructional Plant and Equipment which are floating craft/floating equipment (vessel, barges etc.), at actuals, against documentary proof and subject to the maximum of the amount indicated in the schedule of prices.

The Contractor's constructional plant & equipment, tools, etc. may proceed directly to offshore site, without entering Indian Port subject to Contractor's taking necessary approval/ authorization of Govt. of India without any liability to the Corporation. In the event of change of legislation, relevant Contract provisions shall be applicable.

b) Customs duty leviable on Constructional Plant and Equipments other than those covered under clause (a), tools and tackles, consumables, components and spares required for completion of works (which partly/wholly get consumed in process of fabrication, installation, pre-commissioning and commissioning) and imported temporarily by Contractor to be re-exported wholly/partly after use, after taking into account of admissible duty drawback/exemptions, is included in lumpsum schedule of prices and shall be paid directly by the Contractor to the Customs authorities. Timely completion of all import formalities pertaining to clearance of customs, payment of customs duty, claiming of duty drawback/exemptions, if any, actual re-export formalities and other related activities shall be complied with solely by the Contractor at his own cost. The Corporation shall in no way be responsible for any delays and losses encountered by Contractor in this regard. Save allowing the arrival of materials and equip-ment and goods, loaded on the marine spread/ barges and Constructional Plant and Equipment at site without touching Indian Port in which case the Customs authority agrees to depute their Officer(s) for examination of goods and Constructional Plant and Equipment at site as and when request is made the custom clearance will have to be carried out by the Contractor as per Indian Customs Law irrespective of whether Customs Duty is applicable or not applicable. However, IGM and Bill of Entry shall be filed with the Custom authority by the Contractor well in advance of arrival of marine spread(s)/ barge(s) including Constructional Plant and Equipment at Site. Corporation shall reimburse to the Contractor the custom duty less the duty

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drawback/exemptions available to the Contractor on Constructional Plant and Equipments other than those covered under clause (a), tools and tackles, consumables, components and spares required for completion of works, at actuals, against documentary proof and subject to the maximum of the amount indicated in the schedule of prices.

NOTE: Contractor to refer to provision of notification no. 27/2002 dated 1.3.2002 of Govt. of India with respect to re-export and claiming of exemptions available thereof.

6.4.4 The Contractor shall furnish documentary evidence in support of payment of Customs duty, Excise Duty & Service tax as identified in Contract Price Schedule (refer relevant Appendices) for the purpose of claiming such amounts from the Corporation. The Corporation shall reimburse the Customs Duty, Excise Duty & Service Tax actually paid by the Contractor subject to a maximum of the amount of duty/tax indicated in the Contract Price Schedule (refer relevant Appendices).

The contractor shall indicate Service Tax Registration No., Service Tax Code and Accounting Code in their invoice.

6.4.5 Excise duty will be reimbursed by Corporation in Indian rupees at actuals. For this

purpose, the amount of Excise Duty paid as per the invoice signed by the officer duly authorized for this purpose will be taken into account. In case of Indian bidders, the Customs Duty will be reimbursed by Corporation in Indian rupees only, at actuals against documentary evidence, subject to the ceiling amount quoted by them in Appendices under Part/ Annexure-____ (Contract Price Schedule). In case of Indian bidders indicating the Customs Duty in foreign currency, the foreign exchange rate at which actual payment is made by the Contractor to the Customs Authorities will be used for regulating the Customs Duty reimbursement. In case of statutory changes in the rate of Customs Duty, the difference in amount of Customs Duty will be paid by Corporation to the Indian Party (or vice versa) in Indian rupees, at actuals against the documentary evidence of Custom’s assessed and paid Bill of Entry.

6.5 CORPORATE TAXES:

6.5.1 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 CORPORATION for discharging any of its responsibilities under such laws in relation to or arising out of the CONTRACT.

6.5.2 Tax shall be deducted at source by ONGC 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.

6.5.3 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 ONGC along with each of its Invoices. In case the nonresident Contractor wishes to exercise this option, it should convey

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the same in writing to ONGC 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, ONGC 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.

6.5.4 In case the nonresident Contractor does not exercise the option in Clause No.-6.5.3

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 ONGC from the Deputy Director of Income Tax (International Taxation), Aaykar Bhawan, Subhash Road, Dehradun – 248001, India, and tax shall be deducted at source by ONGC as directed in the said Order u/s. 195(2).

The Corporation, 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.

6.5.5 In case the nonresident Contractor does not exercise the option in Clause No.- 6.5.3 above, it shall furnish a Tax Residency Certificate and Form No. 10F (Appendix–15 of Instruction to Bidders at ANNEXURE-I).

6.5.6 If it is not possible for the non-resident to obtain & submit Tax Residency Certificate and Form No. 10F to ONGC 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 ONGC 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 ONGC 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.

6.5.7 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, CORPORATION 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.

6.5.8 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 CORPORATION shall not take any responsibility whether financial or otherwise.

“Notes in respect of Tax Residency Certificate’,

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(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.

6.6 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.

6.7 DUTIES, FEES ETC.:

6.7.1 The contractor must provide the Excise Invoice for all supplies. The amount of excise duty will be reimbursed at actual as appeared in the Excise Invoice not exceeding the amount stated in the contract/ agreement. If the contractor fails to supply the excise invoice there shall be no reimbursement of excise duty. The excise invoice must mention the name of consignee as ONGC, Uran Plant, Uran, Dist. Raigad, Maharashtra– 400 702. In case goods are procured by the contractor from a third party and sent to ONGC directly, the invoice besides the name of consignee should also bear the name of the contractor and his address. Each invoice shall also mention the ONGC’S ECC No: AAAC01598AXM005.

6.7.2 The Contract Price is inclusive of all applicable taxes & duties for execution of the

Works on turnkey basis. Any change in the statutory variation in the rates of taxes & duties will be governed by Clause No.-19.0 (change in Law) hereunder. Any increase in rate of excise duty/Sales tax/customs duty/Service Tax during extended period of the Contract will be to the Contractor’s account where such an extension in completion of the Contract is on the request of the Contractor.

Corporation will not reimburse or pay any other duties and any fees, charges, costs, taxes etc. payable for the items required for execution of the Contract. Corporation will not also take any responsibility as to the applicability of the exemptions given to Corporation by the Govt. of India for the works by the Contractor to pay all other duties or obtain the exemptions as may be necessary for him to execute the Works.

6.7.3 The Contractor shall bear all taxes levied or imposed on the Contractor and be

responsible for all taxes levied or imposed on their sub-contractor(s) under the contract, including but not limited under the provisions of Income Tax Act 1961 or any amendment thereof and under the Companies (Profit) Surtax Act of 1964 or any amendment thereof upto the date advised by Corporation or final price bid (i.e. ______________) on account of payments received by him from the Corporation for Work done under the Contract. It shall be the responsibility of the Contractor to submit to the concerned Indian authorities the returns and all other connected documents required for this purpose. The Contractor shall also provide the Corporation such information as it may be required in regard to the Contractor's income and expenditure under the Contract for proper assessment of taxes and duties. The Contractor and his sub- contractor or his

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personnel shall bear all taxes, if any, levied on the Contractor’s sub-contractor's and Vendor's personnel.

Should the Contractor fail to submit return/pay taxes in time as stipulated under the Indian Income Tax Act and consequently any interest or penalty is imposed by the Indian Income Tax Authority, the said interest/penalty shall be paid by the Contractor only.

Supplies of materials from abroad are exempted from levy of VAT / sales tax on works/work contract tax (Central or State). However, the VAT / sales tax on works (Central or State) if levied on supplies made from indigenous vendor for the work shall be borne by the contractor and included in the lump sum price (s). VAT/sales tax on works / work Contract tax (central or state), if any, applicable for offshore works shall also be borne by the contractor and included in the lump sum price (s).

Contractor(in the case of foreign bidders) shall apply to the Indian Taxation Authority for a withholding order to be issued to Corporation stating contractor’s liability for taxation under this contract or stating that contractor has no liability for taxation under this contract. If the contractor fails to produce said withholding order, Corporation shall withhold taxes on all payments due to contractor under this contract as required under Income-tax Act, 1961 and shall make the payments to the contractor subject to such payments being withheld. The Corporation shall furnish to the contractor original certificates (Challans) for tax deduction at source and pay to the tax authorities.

The Corporation shall if so required by applicable laws in force, at the time of

payment, deduct income tax payable by the Contractor at the rates in force, from the amount due to the Contractor and pay to the concerned tax authority directly.

In case service provided by the contractor is covered under Section 66A of Chapter V of the Finance Act, 1994 and liability to pay service tax falls on ONGC, then ONGC shall discharge such liability by deducting the applicable service tax on taxable services provided by the contractor from the contract price or any other payment falling due to the contractor.

The Contractor agrees that he and his sub-contractor(s), shall pay Indian Income

Tax as may be imposed/levied on them by the Indian Income Tax Authorities for the payments received by them for the works under the Contract.

The Contractor, his sub-contractor(s) vendor(s) and the personnel deployed by them

shall comply with the Indian Income Tax Act in force from time to time.

The Contractor shall indemnify Corporation against any and all liabilities of claims for such taxes including interest and penalty which any such taxing authority may assess or levy against the Corporation/Contractor.

6.7.4 In case any tax benefit is derived by the Contractor consequent upon assignment

of Part of the works covered under the Contract by way of sub-contracting or assignment as per Clause No.-5.4 of the Contract from Non-Resident Indian Company to an Indian Company due to the reductions of tax payable, then the contract price shall be reduced by an amount of tax benefit so derived due to change of status of the Company from non-resident to resident.

6.7.5 With-holding, Account and Tax Requirements:

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The Contractor agrees for a withholding from wages and salaries of its agents, servants, or employees all sums required to be withheld by the laws of the Republic of India or any other agency having jurisdiction over the area where the Contractor is conducting operations, and to pay the same promptly when due to the proper authority. The Contractor further agrees to comply with all accounting and reporting requirements of any nation having jurisdiction over the subject matter thereof and to conform to such laws and regulations and to pay the cost of such compliance. If requested by the Corporation, the Contractor will furnish the Corporation evidence of payment of applicable taxes, in the host country, on the Contractor's expatriate employees.

7.0 IMPORT AND IMPORT CLEARANCE:

All imports and clearance under this CONTRACT shall be done by the CONTRACTOR and CORPORATION will not provide any assistance in this regard.

8.0 PERFORMANCE BOND/ PERFORMANCE SECURITY/ SECURITY

DEPOSIT:

8.1 The CONTRACTOR shall furnish to the CORPORATION within 15 days from the date of fax CONTRACT/ Letter of Award(LOA), PERFORMANCE BOND/ PERFORMANCE SECURITY/ SECURITY DEPOSIT in the form of a Bank draft in favour of DGM (F&A), ONGC, Dronagiri Bhavan, Uran Plant, Uran, Dist. Raigad, Maharashtra– 400 702 payable at Mumbai (OR) an irrevocable Bank Guarantee (as per the proforma enclosed at Appendix-5 of Instruction to Bidders at ANNEXURE-I) for the period specified in the bid document/ Notification of Award/ LOA, towards performance under this CONTRACT.

8.2 The total value of the PERFORMANCE BOND/ PERFORMANCE SECURITY/

SECURITY DEPOSIT shall be 10% of the annualized value of the contract/ 10% of the contract value whichever is applicable valid for Contract Period +60 days (claim period) as stipulated in the contract.

8.3 In case of Service Contracts, EIC should forward details of outstanding claims (if any,

which could not be recovered from the regular payments) or a ‘No Demand Certificate’, to the authority who concluded the respective contract, within 15 days after expiry of the contract period.

8.4 In case of Service Contracts, the PERFORMANCE BOND/ PERFORMANCE SECURITY/ SECURITY DEPOSIT shall be refunded only after the expiry of the period of liability (i.e. Contract Period) on receipt of ‘No Demand Certificate’ from the EIC.

(Applicable for tenders upto Rs 1 crore):

In the event CONTRACTOR fails to honour any of the commitments entered into under this agreement, and /or in respect of any amount due from the CONTRACTOR to the CORPORATION, the CORPORATION shall have unconditional option under the guarantee to invoke the above bank guarantee and claim the amount from the bank. The bank shall be obliged to pay the amount to the CORPORATION on demand.

9.0 ADDITIONAL TERMS AND CONDITIONS:

This Contract may be modified by additional terms and conditions accepted in writing by both the parties.

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10.0 DISCIPLINE:

CONTRACTOR shall carry out operations hereunder with due diligence and in a safe and workman like manner according to good international oilfield practice. CONTRACTOR shall maintain strict discipline and good CONTRACT among its employees and its SUB-Contractor’s employees and shall abide by and conform to all rules and regulations promulgated by the CORPORATION governing the operations. Should CORPORATION feel that the conduct of any of CONTRACTOR/SUB-Contractor’s employees is detrimental to Corporation’s interest, the CORPORATION shall have the unqualified right to request for the removal of such employee either for incompetence, unreliability, misbehavior, security reasons etc. while on or off the job. The CONTRACTOR shall comply with any such request to remove such personnel at Contractor’s expense unconditionally. The CONTRACTOR will be allowed a maximum of 2 working days to replace the person by competent qualified person at Contractor’s cost.

11.0 SAFETY AND LABOUR LAWS:-

CONTRACTOR shall comply with the provision of all laws including Labour Laws, rules, regulations and notifications issued there under from time to time. All safety and labour laws enforced by statutory agencies and by ONGC shall be applicable in the performance of this CONTRACT and CONTRACTOR shall abide by these laws.

CONTRACTOR shall take all measures necessary or proper to protect the personnel, work and facilities and shall observe all reasonable safety rules and instructions. No smoking shall be permitted outside the living quarters, and welding jobs will be carried out with full safety precautions. ONGC’s employee also shall comply with safety procedures/policy. 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 shall take all necessary emergency control steps to avoid such abnormal situations.

11.1 VERIFICATION OF CHARACTER AND ANTECEDENTS OF

CONTRACTUAL MANPOWER:

In all contracts involving deployment of Contractor’s manpower within ONGC’s premises like plants, offices, installations, rigs, stock yards etc., the Contractor shall submit the following documents to ONGC prior to start of work:

(i) Undertaking from the Contractor that the character and antecedents of the

person(s) proposed to be deployed by them is/are impeccable.

(ii) Undertaking from the Contractor that they have scrutinized the previous working of the person(s) proposed to be deployed by them and there is nothing adverse as regards his/her character and antecedent.

(iii) Along with the above mentioned undertakings, the Contractor will provide

certified photocopies of Police verification certificates for inspection by the authorized representative of ONGC. The Contractor has to obtain Police verification report (signed by an officer equivalent to DSP rank of higher) from the area where the person(s) to be deployed has/have been residing since the last five years. In case the person concerned has not resided at a place for five years at

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a stretch, Police verification reports should be obtained from that area where the person(s) has/ have stayed earlier.

12.0 SECRECY:

Neither the Company nor the Contractor nor their personnel, agents nor any Sub-contractor shall divulge to any one (other than persons designated by the party disclosing the information) any information designated in writing as confidential and obtained from the disclosing party during the course of the execution of Works so long as and to the extent that the information has not become part of the public domain. This obligation does not apply to information furnished or made known to the recipient of the information without restriction as to its use by third parties or which was in recipient’s possession at the time of disclosure by the disclosing party. Upon completion of the Works or in the event of termination pursuant to the provisions of the Contract, Contractor shall immediately return to the Company all drawings, plans, specifications and other documents supplied to the Contractor by or on behalf of the Company or prepared by the Contractor solely for the purpose of the performance of the Works, including all copies made thereof by the Contractor.

13.0 STATUTORY REQUIREMENTS:

During the tenure of this CONTRACT nothing shall be done by the CONTRACTOR in contravention of any law, act and/or rules/regulations, there under or any amendment thereof governing inter-alia customs stowaways, foreign exchange etc.

14.0 INSURANCE:

14.1 Within 45 days (30 days for submission of certificate of Insurance and 45 days for submission of policies) of placement of NOA or before commencement of execution of Works, whichever is earlier, the Contractor without restricting in any manner any other provisions of the Contract, and in particular, any such provision pertaining to his obligation, liability or responsibility shall take out and keep in force, at his expenses, the various insurance policies specified herein for the benefit of and in the joint names of the Corporation and the Contractor against all risks with the exceptions of those war risks in respect of which insurance cover is not available even with payment of additional premium, of physical losses or damages suffered by the Works and Temporary Works or part of the Work upto the Contract Price thereof or such additional sum as may be specified in the Contract in such a manner that the Corporation and the Contractor are covered.

(i) from the commencement of the Works until the date of issue of Certificate of

Completion AND Acceptance (excluding the value of part of the works which are taken over by the Corporation pursuant to Clause No.-40.3 for the period when such part of Work is in the custody of the Corporation) for loss or damage arising from a cause, occurring prior to the date of issue of Certificate of Completion and Acceptance and for any loss or damage occasioned by the Contractor in the course of any operations carried out by him.

(ii) during the Guarantee period against any loss or damage arising from either

the Contractor complying with the obligations under the Contract or for completion of any outstanding Work.

OR

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for loss or damage in respect of the Works completed by the Contractor prior to the commencement of the Guarantee period.

14.2 The Contractor shall take out and keep in force adequate Insurance to cover all

risks a) In respect of their personnel deputed to work under the contract (b) in respect of their own as well as hired equipment (to the extent of their insurance interest) tools, materials & other transportation and operational facilities used during the entire period of their engagement in connection with the contract to the insurable value of such equipment and other things needed during installation. Corporation shall have no liability whatsoever in this regard. Such insurance policies of the Contractor shall embody the following clauses : “The Insurers hereby waive their rights of subrogation against the Oil & Natural Gas Corporation or any of their employees or their subsidiaries, affiliates or assignees."

14.3 The Contractor shall suitably insure his equipment and other things needed for

installation brought to the Site against the risk of removal of wreck under statute. Such policy/cover should be extended to include removal of wreck/debris in the event Corporation requires Contractor to do so. Any limit of liability specified by such policy shall not relieve the Contractor from any enhanced actual liability in carrying out his obligations.

14.4 POLICIES TO BE TAKEN OUT BY CONTRACTOR:

14.4.1 Contractor shall, at his own expenses, arrange appropriate insurance to cover all

risks assumed by the contractor under this contract in respect of its personnel deputed under this contract as well as Contractor’s equipment, tools and any other belongings of the Contractor or their personnel during the entire period of their engagement in connection with this Contract. ONGC will have no liability on this account. However, contractor shall not be required to take insurance cover for their requirement, tools when there are in the custody of ONGC.

14.4.2 The Contractor and the Corporation shall be covered by insurances to be taken

out and maintained by the Contractor as set forth below:

(i) Cargo Transit Insurance: Covering loss or damage of cargo, materials & equipments etc. forming

part of the Works, occurring whilst in transit from the Contractor's, sub-contractor's, Vendor's /manufacturer's works and/or warehouse until arrival at the Site, for the materials. The Contractor shall comply with all warranties stipulated by his insurers in the marine transit policy including but not limited to the approval of tug(s) and tow(s), towage arrangement, stowage, sea fastening, packaging, marking, lifting, shifting, loading, unloading, skidding, and launching at his own risk and cost.

(ii) Contractor's All Risk Insurance:

Covering physical loss or damage to the Works at the Site, occurring prior to acceptance of the Works or part thereof with an extended maintenance coverage for the Contractor's liability in respect of any loss or damage occurring during the warranty period when the Contractor is on the Site for the purpose of performing its obligations during the warranty period. Endorsements to the policy shall include coverage for "faults in design" requiring replacement and repair of damaged equipment due to the faults in design, faulty workmanship and faulty materials. Specific insurance for bodily

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injury and personal liability insurance (excluding that to third parties) and endorsements for such items as elevator and hoist liability etc. may also be included.

(iii) Third party Liability Insurance:

Covering bodily injury or death suffered by third parties and loss or damage to property occurring in connection with execution of the Works. Before commencing the execution of the Works, the Contractor, but without limiting his obligations, liabilities and responsibilities under the provisions of the Contract, shall insure at his expense against his liability for any material or physical damage, loss or injury which may occur to any property or any person by or arising out of the execution of the Works or in the performance of the Contract. The terms of such insurance shall include provisions whereby in the event of any claim in respect of which the Contractor would be entitled to receive indemnity under the policy being brought or made against Corporation, the insurer will indemnify the Corporation against such claims and any costs, Charges and expenses in respect thereof.

(iv) Workmen's Compensation:

In accordance with the statutory requirements applicable.

(v) Such other insurances as may be specifically agreed upon by the parties to the

extent Insurable risks not covered by the above policies (where the Corporation shall be the beneficiary) providing coverage for all direct loss caused by defective design, materials or workmanship (including defective construction or erection) within the control of the Contractor or his sub-contractor.

14.5 The Corporation and the Contractor's sub-contractors shall be named as co-

insurers under all insurance policies taken out by the Contractor pursuant to the above sub-clauses except for the workmen's Compensation and Employer's Liability Insurances, and all insurer's right of subrogation against such co-insurers for losses or claims arising out of the performance of the Contract shall be waived under such policies.

In the event there is any misrepresentation, non-disclosures, breach of express/implied warranties, unlawful activity, breach/non-fulfillment of any terms and conditions of the policy or any willful misconduct on the part of the Contractor which may result in automatic termination, expiry, or penalty under the policy, the Contractor shall be solely responsible for the same, and bear all such consequences. Further in the event of the Contractor having failed to insure (for whatever reason), or has inadequately insured, he alone shall bear the consequences of not being insured or protected fully by insurance. The Contractor shall also be responsible for the various deductible excess or fractions stated under his insurance policies.

The total amount of Deductibles shall not exceed 1.5% of the sum insured in the case of Contractors All Risk Insurance and Cargo Transit Insurance Policies.

14.6 The Contractor shall prior to commencing any relevant part of the works deliver

to the Corporation, copies of the Insurance Policies as evidence that the required policies are in full force and effect.

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It shall be the responsibility of the Contractor to pay the premium in time and to keep the policies of insurance, as required by the Contract, valid throughout the period of execution of Works. The Contractor shall wherever required produce to the Corporation the policy(ies) of insurance, provided always that in respect of any person employed by the sub-contractor, the Contractor's obligation to insure as aforesaid shall be satisfied of the sub-contractor shall have insured against the liability in respect of such person in such manner that the Corporation is indemnified under the policy but the Contractor shall require such sub-contractor to produce to the Corporation or the Corporation's representative when required, such policy for insurance and the receipt for the payment of the current premium. The policy (ies) shall provide that not less than 21 days written notice shall be given to the Corporation by all insurers prior to any cancellation or material modification of the policy (ies).

The Contractor shall produce a certificate from insurance Company to the effect that all premium under the policy have been paid and indicating validity of the policy.

All insurance policies of the Contractor shall embody the following clause:

"The Insurers hereby waive their right of subrogation against Oil and Natural Gas Corporation, their employees, their subsidiaries, affiliates and assignees".

Such insurance shall be effected with an insurance Company incorporated and registered in India or jointly with company of international repute and an insurance company incorporated and registered in India. The insurance cover shall apply even when the loss or damage might have occurred due to the negligence of the Corporation, its authorized representative or its workmen or any consultancy of inspection or certification agency working for the Corporation. The Contractor shall, in all respects comply with any conditions stipulated in the Insurance policies which are required to take out under the Contract.

Note: Policies of insurance shall be provided in respect of those policies taken out specifically for this project. With regard to those other corporate policies of Insurance in respect of bidder's worldwide cover, Certificates of Insurance from the Insurance Company shall be provided. Also bidder shall provide certified statements from the Insurance Company that premium have been paid and policies are in force.

14.7 Approval by the Corporation of any insurer or terms of insurance proposed by

the Contractor shall not relieve the Contractor of any of its obligation or liability under or arising from this Contract or generally at law.

14.8 The terms of insurance shall include a provision whereby in the event of any claim

being brought or made against the Corporation in respect of which the Contractor would be entitled to receive indemnity under the policy, the insurer will indemnify the Corporation against such claims and any costs, charges and expenses in respect thereof.

14.9 The Contractor shall prepare and follow-up any claims made under the policies

affected as required under the Contract at the Contractor's risk and cost. The Contractor shall not give any release or make any compromise with the insurer without the prior written consent of the Corporation, in respect of the insurance claims in which Corporation's interest is involved.

14.10 Checklist for Insurance Policies:

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(Caution: Checklist is not exhaustive one and hence contractors need to peruse the entire insurance clause for its compliance)

14.10.1 List of Policies to be taken: (a) Contractor’s All Risk Insurance (including Offshore and Onshore Terrorism

cover). (b) Cargo Transit Insurance. (c) Third Party Liability Insurance. (d) Workmen’s Compensation Insurance / Employer’s Liability Insurance. (e) Insurance Policy for Contractor’s Constructional Plant and Equipment and

such policy to include removal of Wreck / debris. (f) Any other policy not mentioned above but required to be taken on the basis of

specific nature of contract, as mentioned in the contract.

Note:In cases where Contractors content that their Corporate Policies with worldwide coverage meets the insurance requirements of the contract in respect of Policies from (b) to (f), Contractor needs to ensure that all the conditions mentioned in the contract in respect of insurance are complied with.

14.10.2 Principal Assured:

The following are to be included as Principal Assureds in the Insurance Policies (except in case of Workmen’s Compensation / Employer’s Liability Insurance):

(a) Oil & Natural Gas Corporation Limited, and Contractor’s name (as appearing

in the bid document / NOA) (b) Parent and/or Subsidiaries and/or Affiliated and/or Associated and/or inter-

related Companies of the above as they are now or may hereafter be constituted and their Directors, Officers and Employees, while acting in their capacities as such.

14.10.3 Additional Insured:

The following are to be included as Additional Insured in the Insurance Policies (except in case of Workmen’s Compensation / Employer’s Liability Insurance):

(a) Any other company, firm, person or party (including Contractors and/or Sub-

contractors and/or manufacturers and/or suppliers) with whom the below mentioned persons have entered into written contract(s) directly in connection with the Project: (i) Oil & Natural Gas Corporation Limited, (ii) Parent and/or Subsidiaries and/or Affiliated and/or Associated and/or

inter-related Companies of the above as they are now or may hereafter be constituted and their Directors, Officers and Employees, while acting in their capacities as such.

(iii) Project Managers (iv) Contractor

14.10.4 Waiver or Subrogation:

Policy should have Waiver of Subrogation against Principal Assureds (as mentioned in point 2 above) and Additional Insured (as mentioned in point 3 above) and Contractor.

14.10.5 Location of the Proposed Project (in Contractors All Risk Policy).

14.10.6 Project Description (Name) (in Contractors All Risk Policy).

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14.10.7 Sum Insured (Physical Damage portion of Contractors All Risk Policy).

Not less than Estimated Final Contract Value as per NOA/Contract distributed in all currencies as mentioned in NOA/Contract.

14.10.8 Period of Insurance (Contractors All Risk Policy)

To be valid upto scheduled completion date of contract, with provision for an extended maintenance coverage for Contractor’s liability in respect of any loss / damage occurring during the warranty period.

14.10.9 Deductibles

The aggregate amount of Deductibles shall not exceed 1.5% of the Sum Insured for any one accident or occurrence in case of Contractors All Risk Insurance and Cargo Transit Insurance Policies.

14.10.10 Loss Payee Clause

The Insurance Policies should mention the following in Loss Payee Clause: “In respect of Insurance claims in which ONGC’s interest is involved, written consent of OGNC will be required.”

14.10.11 Compliance with Sec 25(1) of ‘The General Insurance Business

(Nationalization) Act, 1972’ Section 25(1) of ‘The General Insurance Business (Nationalization) Act, 1972’ is reproduced below:

“No person shall take out or renew any policy of insurance in respect of any property in India or any ship or other vessel or aircraft registered in India with an insurer whose principal place of business is outside India save with the prior permission of the Central Government”

The above requirement of aforesaid Act needs to be complied with by the Contractor wherever the aforesaid provisions of Act apply, and compliance confirmation submitted.

14.10.12 Written Notice

All Insurance Policies should provide that not less than 21 days written notice shall be given to the ONGC by the Insurance Company prior to any cancellation or material modification of the Policy (ies)

14.10.13 All insurance policies should mention the following:

“Notwithstanding anything to the contrary elsewhere in the Policy, it is understood and agreed that Insurance cover shall apply even when the loss or damages might have occurred due to the negligence of the ONGC, its authorized representative or its employees or its workmen or any consultancy inspection or Certificate Agency working for the company”

Taking out various Insurance policies and payment of premium

After the award of the contract, the contractor will be required to take insurance policy as per the provisions of the contract and the insurance should come into force from the date of commencement of works.

14.11 Remedy on the Contractor’s Failure

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Should the Contractor fail to take out and/or keep in force the insurance policies referred to above, or any other insurance which he may be required to effect under the terms of the Contract then the Corporation may at its option take out and keep in force insurance considered appropriate and necessary in the circumstances and pay such premium or premium as may be necessary for that purpose and from time to time deduct the amount so paid, by the Corporation as aforesaid with interest from any monies due or which may become due to the Contractor or recover the same as a debt due to the Contractor. However, if the policy lapses due to any reason, then the loss, damages and all liabilities on account of the policy having lapsed shall be to the account of the Contractor, nothing in this clause shall be construed by the Contractor as a waiver of his obligations to insure as required under the Contract. Further nothing in this clause shall impose upon the Corporation any obligation to insure on behalf of the Contractor. The Corporation may exercise its option to do so as stated herein but failure to exercise such option shall not entitle the Contractor to seek damages from the Corporation or eschew responsibilities under the Contract including his duties to insure and keep valid insurance policies.

15.0 INDEMNITY AGREEMENT:

15.1 INDEMNITY BY CONTRACTOR:

Unless otherwise specified elsewhere in this CONTRACT, CONTRACTOR shall indemnify and keep indemnified CORPORATION, its CONTRACTORs (other than the CONTRACTOR) and/or sub-CONTRACTORs and its/their employees from all actions, proceedings, suits, claims, demands, liabilities, damages, losses, costs, charges, expenses(including without limitation, wreck or debris, removal costs, where wreck or debris removal is ordered by a competent authority) judgments and fines arising out of or in the course of or caused by the execution of work under the CONTRACT or other obligations hereunder directly or indirectly associated herewith and or arising from :

a) personal injury, illness or death of :

i) any of CONTRACTOR’s or SUB-CONTRACTOR’s personnel (even if caused by or contributed to by the negligence or fault of CORPORATION); and

ii) subject to Clause No.-15.2 (a) (I) any other person to the extent the injury, illness or death is caused by the negligence or fault of the CONTRACTOR or CONTRACTOR’s personnel or SUB-CONTRACTORs or SUB-CONTRACTOR’s personnel and

b) loss or damage to :

i) any property owned, hired or supplied by CONTRACTOR or CONTRACTOR’s personnel or SUB-CONTRACTORs or SUB-CONTRACTOR’s personnel including Constructional Plant (even if caused by, or contributed to by, the negligence or fault of CORPORATION); or

ii) Subject to Clause N0.-15.2 (b) (I) any other property to the extent the loss or damage is caused by the negligence or fault of the CONTRACTOR or CONTRACTOR’s personnel or SUB-CONTRACTORs or SUB-CONTRACTOR’s personnel.

15.2 INDEMNITY BY CORPORATION:

Unless otherwise specified elsewhere in this CONTRACT, CORPORATION shall indemnify and keep indemnified CONTRACTOR (which expression in this clause includes, unless the context otherwise requires. SUB-CONTRACTORs of any tier and

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their employees) from all actions, proceedings, suits, claims, demands, liabilities, damages, losses, costs, charges, expenses and fines arising from :

a) personal injury, illness or death of

i) any employee of the CORPORATION (even if caused by or contributed to by the negligence or fault of CONTRACTOR);

ii) subject to Clause No.-15.1 (a) (I) any other person to the extent that the injury, illness or death is caused by the negligence or fault of CORPORATION ; and

b) any loss or damage to :

i) any property owned, hired or supplied by CORPORATION (even if caused by or contributed to by the negligence or fault of CONTRACTOR); except to the extent that such property is in the care or custody of CONTRACTOR in connection with the work under the CONTRACT.

ii) Subject to Clause No.-15.1 (b) (I) any loss or damage to any other property to the extent the loss or damage is caused by the negligence or fault of CORPORATION.

16.0 FAILURE AND TERMINATION:

16.1 The Corporation may at any time terminate the Contract as per Clause No.-21.0 and 55.12 by giving the Contractor a notice in writing to that effect. Upon receipt of the termination notice, the Contractor shall either immediately or upon the date specified in the termination notice;

a) cease all further work except of such works as the Corporation may specify

in the termination notice for the sole purpose of protecting that part of the works already executed.

b) terminate all sub-contractors except those to be assigned to the Corporation

pursuant to paragraph (d) (ii) below.

c) remove all constructional plant and Equipment from the Site and repatriate the Contractor's and its sub-contractors personnel from the Site, remove from the Site any wreckage and debris of any kind and leave the whole of the Site in a clean and a safe condition.

d) Subject to payment specified in the Clause No.-16.2 below:-

i) deliver to the Corporation the parts of the Works executed by the

Contractor upto the date of termination.

ii) Assigns to the Corporation all rights, title and benefit of the Contractor to the Works as at the date of termination, and, as may be required by the Corporation in any sub-contract concluded between the Contractor and his sub-contractors and

iii) Deliver to the Corporation all drawings, Specifications and other documents

prepared by the Contractor or his sub-contractor as at the date of termination in connection with the Works.

16.2 In the event of termination of the Contract under Clause No.-16.1, the Corporation

shall pay to the Contractor the following amount:

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a) The contract price properly attributable to the parts of the Works executed by

the Contractor in accordance with the Contract as at the date of termination.

b) The cost incurred by the Contractor in protecting the Works pursuant to paragraph a) above as mutually agreed.

c) Reasonable demobilisation charges as may be ascertained by the Corporation

if the Contractor has constructional plant and equipment at offshore Site at the time termination becomes effective.

d) Cost of any materials or equipment already purchased the delivery of which

the Contractor must accept, such materials or equipment will become property of the Corporation upon payment by the Corporation of the actual cost of the materials or equipment.

16.3 In case of termination of the Contract under the provision other than Clause No.-

21.0 of contract, the recourse as mentioned in the relevant clause under which the termination has become effective shall be applicable.

16.4 There shall be no liability for the Corporation to compensate the Contractor for loss

of work or loss of profits or any other claim of similar nature on account of termination.

16.5 TERMINATION ON EXPIRY OF THE CONTRACT:

This Agreement shall be deemed to have been automatically terminated on the expiry of the CONTRACT period unless the ONGC has exercised its option to extend this CONTRACT in accordance with the provisions, if any, of this CONTRACT.

16.6 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 Clause No.-21.

16.7 TERMINATION ON ACCOUNT OF INSOLVENCY:

In the event the CONTRACTOR or its collaborator at any time during the term of this Agreement becomes insolvent or makes a voluntary assignment of its assets for the benefit of creditors or is adjudged bankrupt, then the ONGC 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.

16.8 TERMINATION FOR UNSATISFACTORY PERFORMANCE:

If the ONGC considers that the performance of the CONTRACTOR is unsatisfactory or, not up to the expected standard, the ONGC shall notify the CONTRACTOR in writing and specify in detail the cause of such dissatisfaction. The ONGC shall have the option to terminate this Agreement by giving 30 days notice in writing to the CONTRACTOR, if, CONTRACTOR fails to comply with the requisitions contained in the said written notice issued by the ONGC.

16.9 CONSEQUENCES OF TERMINATION:

In all cases of termination herein set forth, the obligation of the ONGC to pay shall be

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limited to the period upto the date of termination. Notwithstanding the termination of this Agreement, the parties shall continue to be bound by the provisions of this Agreement that reasonably require some action or forbearance after such termination.

In case of termination of Contract herein set forth, except under Clause No.-16.5 and 16.6, and / or annulment of the contract due to non-submission of Performance Security (as per Clause No.-33 of Instruction to Bidders at ANNEXURE-I), following actions shall be taken against the Contractor:

(i) ONGC shall conduct an inquiry against the Contractor and consequent to the

conclusion of the inquiry, if it is found that the fault is on the part of the Contractor, then they shall be put on holiday [i.e. neither any tender enquiry will be issued to such a Contractor by ONGC against any type of tender nor their offer will be considered by ONGC against any ongoing tender(s) where contract between ONGC and that particular Contractor (as a bidder) has not been concluded] for a period of two years from the date the order for putting the Contractor on holiday is issued. However, the action taken by ONGC for putting that Contractor on holiday shall not have any effect on other ongoing contract(s), if any with that Contractor which shall continue till expiry of their term(s).

(ii) Pending completion of the enquiry process for putting the Contractor on holiday, ONGC shall neither issue any tender enquiry to the defaulting Contractor nor shall consider their offer in any ongoing tender.

17.0 LIQUIDATED DAMAGES:

Time is the essence of the contract. If the Contractor fails to complete the entire work by the scheduled completion date (as per Clause No.-52 of General Conditions of Contract at ANNEXURE–II), ONGC may without prejudice to any other right or remedy available to it as under the Contract or Law:

(i) Recover from the Contractor as ascertained and agreed Liquidated Damages

and not by way of penalty, sum equivalent to ½ % of the Total Contract Price for each week of delay occurred or part thereof beyond the scheduled completion date subject to a maximum of 10% of the Total Contract Price even though ONGC may accept delay in Completion of work after the expiry of the Scheduled completion date. Rate of LD applicable for the monsoon period (from 16th May to 15th October – both days inclusive) in case of LSTK contracts in Western Offshore shall be ¼% of the total Contract Price for each week of delay occurred or part thereof. However, if contractor has completed certain part of the work within the scheduled completion date and the said apart is ready for use and is accepted by ONGC pursuant to Clause No.-52 of General Conditions of Contract at ANNEXURE–II, then in that event, Liquidated Damages shall be leviable only on the Contract Price for the balance work remaining incomplete as on the scheduled date of completion.

AND/OR (ii) Terminate the Contract or a portion or part of the Work thereof. ONGC shall

give 14 days’ notice to the contractor of its intention to terminate the Contract and shall so terminate the contract unless during the 14 days’ notice period, the Contractor initiates remedial action acceptable to ONGC. In case the Contractor is unable to complete the work by the schedule completion date, it may request ONGC before expiry of the scheduled

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completion date, to allow further time for performance of the contract indicating its willingness to pay the LD amount as agreed at (i) above. ONGC may at its discretion allow further time as requested by the Contractor with or without levy of LD.

The parties agree that the amount of LD provided herein is a genuine pre-estimate of the loss/damage which will be suffered on account of delay on the part of the Contractor and the said amount shall be payable on demand without there being any proof of the actual loss or damage caused by such delay/breach.

Calculation and mode of recovery of LD

LD will be calculated on the basis of contract price excluding duties and taxes, where such duties/taxes have been shown separately in the contract.

The amount towards Liquidated Damages shall become leviable from the original completion date as per contract or from the expiry of the extension, if any, given by ONGC without levy of LD. Applicable LD as on date shall be recovered progressively from balance due payment on pro-rata basis.

ONGC may without prejudice to its right to effect recovery by any other method, deduct the amount of Liquidated Damages from any money belonging to the Contractor in its hand (which includes ONGC’s right to claim such amount against Contractor’s Bank Guarantee) or which may become due to the Contractor. Any such recovery of Liquidated Damages shall not in any way relieve the Contractor from any of its obligations to complete the Works or from any other obligation and liabilities under the Contract. Bank Guarantee toward Liquidated Damages (Applicable in indigenous LSTK Contracts). In case of delay in completion of the Project, if the Contractor so desires, then ONGC may accept a Bank Guarantee from the Contractor towards the maximum amount of LD applicable as per Clause No.-52 of General Conditions of Contract at ANNEXURE–II. The unconditional and irrevocable Bank Guarantee shall be drawn in favour of ONGC from a Scheduled Bank as per the Performa at Appendix-17 of Instruction to Bidders at ANNEXURE-I. The Bank Guarantee shall be initially valid from the date of submission upto a period of one year beyond the revised completion date and shall be kept valid till the final settlement is arrived either mutually or through Conciliation/Arbitration/Court. Upon submission of the Bank Guarantee and its acceptance by ONGC, the amount withheld on account of Liquidated Damages as per as per Clause No.-52 of General Conditions of Contract at ANNEXURE–II, shall be released to the Contractor. After final settlement of the issue regarding levy of LD as per the provisions of the contract, the applicable LD shall be remitted by the Contractor to ONGC, failing which the amount of LD shall be recovered by invoking the Bank Guarantee.

18.0 SEVERABILITY:

Should any provision of this agreement be found to be invalid, illegal or otherwise not enforceable by any court of law, such finding shall not affect the remaining provisions hereto and they shall remain binding on the parties hereto.

19.0 CHANGE IN LAW:

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19.1 In the event of introduction of any new legislation or any change or amendment or

enforcement of any Act or Law, rules or regulations of Government of India or State Government(s) or Public Body which becomes effective after the date of submission of Price Bid or revised price bid, if any, for this CONTRACT and which results in increased cost of the works under the CONTRACT through increased liability of taxes, (other than personnel and Corporate taxes), duties, the CONTRACTOR shall be indemnified for any such increased cost by the CORPORATION subject to the production of documentary proof to the satisfaction of the CORPORATION to the extent which directly is attributable to such introduction of new legislation or change or amendment as mentioned above and adjudication by the competent authority & the courts wherever levy of such taxes / duties are disputed by CORPORATION.

19.2 Similarly, in the event of introduction of new legislation or any change or amendment

or enforcement of any Act or Law, rules or regulations of Government of India or State Government(s) or Public Body which becomes effective after the date of submission of Price Bid or revised price bid, if any, for this CONTRACT and which results in any decrease in the cost of the works through reduced liability of taxes, (other than personnel and Corporate taxes) duties, the CONTRACTOR shall pass on the benefits of such reduced cost, taxes or duties to the CORPORATION, to the extent which is directly attributable to such introduction of new legislation or change or amendment as mentioned above.

19.3 All duties, taxes (except where otherwise expressly provided in the Contract) as may

be levied / imposed in consequences of execution of the Works/Services or in relation thereto or in connection therewith as per the Acts, Laws, Rules, Regulations in force on the date of submission of Price Bid or revised price bid, if any, for the this CONTRACT shall be to CONTRACTOR'S account. Any increase / decrease in such duties, taxes after the date of submission of price bid or revised price bid, if any, but within the contractual completion / mobilization date as stipulated in the CONTRACT will be to the account of CORPORATION.

19.4 Any increase in net amount of the duties and taxes (i.e. the amount of taxes/duties payable minus eligible credit of taxes / duties paid on input services / inputs) after the contractual completion / mobilization date during the extended period will be to the contractor’s account, where delay in completion /mobilization period is attributable to the CONTRACTOR. However, any decrease in net amount of the duties and taxes (i.e. the amount of taxes/duties payable minus eligible credit of taxes / duties paid on input services / inputs) after the contractual completion / mobilization date will be to CORPORATION’s account.

19.5 The Contract Price and other prices given in the Schedule of Prices are based on the applicable tariff as indicated by the CONTRACTOR in the Schedule of Prices. In case this information subsequently proves to be wrong, incorrect or misleading, CORPORATION will have no liability to reimburse/pay to the CONTRACTOR the excess duties, taxes, fees, if any finally levied / imposed by the concerned authorities. However, in such an event, CORPORATION will have the right to recover the difference in case the rate of duty/tax finally assessed is on the lower side.

19.6 Notwithstanding the provision contained in Clause No.- 19.1 to 19.4 above,

the CORPORATION shall not bear any liability in respect of : (i) Personal taxes on the personnel deployed by CONTRACTOR, his sub-

contractor / sub-sub contractors and Agents etc.

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(ii) Corporate taxes and Fringe benefit tax in respect of contractor and all of their sub-contractors, agents etc.

(iii) Other taxes & duties including Customs Duty, Excise Duty and Service Tax in addition to new taxes etc. in respect of sub-contractors, vendors, agents etc. of the CONTRACTOR.

19.7 In order to ascertain the net impact of the revisions/ enactment of various provisions

of taxes / duties, the CONTRACTOR is liable to provide following disclosure to CORPORATION:

(i) Details of each of the input services used in relation to providing service to

CORPORATION including estimated monthly value of input service and service tax amount.

(ii) Details of Inputs (material/consumable) used/required for providing service

to ONGC including estimated monthly value of input and excise duty/CVD paid/payable on purchase of inputs.

20.0 LIABILITY OF THE GOVERNMENT OF INDIA:

It is expressly understood and agreed by and between the CONTRACTOR and ONGC (the Indian PSU) that ONGC is entering into this agreement solely on its own behalf and not on behalf of any other person or entity. In particular, it is expressly understood and agreed that the Govt. of India is not a party to this agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that ONGC is an independent legal entity with power and authority to enter into Contracts solely in its behalf under the applicable laws of India and general principles of CONTRACT Law. The CONTRACTOR expressly agrees, acknowledges and understands that ONGC is not an agent, representative or delegate of the Govt. of India. It is further understood and agreed that the Govt. of India is not and shall not be liable for any acts, omissions, and commission, breaches or other wrongs arising out of the CONTRACT. Accordingly, CONTRACTOR hereby expressly waives, releases and forgoes any and all actions or claims, including cross claims, imp leader claims or counter claims against the Govt. of India arising out of this CONTRACT and covenants not to the Govt. of India as to any manner, claim, cause of action or thing whatsoever arising of under this CONTRACT

21.0 FORCE MAJEURE:

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 shall be suspended for the period during which such cause lasts.

The term “Force Majeure" as employed herein shall mean acts of God, War, Civil Riots, Fire directly affecting the performance of the CONTRACT, Flood and Acts and Regulations of respective government of the two parties, namely ONGC and the CONTRACTOR.

Upon the 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, the beginning of the cause amounting to Force Majeure as also the ending of the said clause by giving notice to the other party within 72 hours of the ending of the cause respectively. If deliveries are suspended by Force Majeure conditions lasting for

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more than 2 (two) months, ONGC shall have the option of canceling this CONTRACT in whole or part at his discretion without any liability at his part.

Time for performance of the relative obligation suspended by Force Majeure shall then stand extended by the period for which such cause lasts.

22.0 EMPLOYMENT BY FIRMS TO OFFICIALS OF ONGC:

Firms/ companies who have or had business relations with ONGC are advised not to employ serving ONGC employees without prior permission. It is also advised not to employ ex-personnel of ONGC within the initial two years period after their retirement/resignation/severance from the service without specific permission of ONGC. The ONGC may decide not to deal with such firms who fail to comply with the above advice.

23.0 PREFERENCE TO LOCAL COMPANIES:

CONTRACTOR agrees to give priority and preference to locally owned companies, when hiring Sub CONTRACTOR, SUBJECT TO price, quality and delivery being equivalent.

23.1 Contractor shall source the fuels like petrol, diesel etc., if required for carrying out the works / services covered under this contract, from M/s. Mangalore Refinery & Petrochemicals Limited, Mangalore (a subsidiary of ONGC), wherever feasible.

24.0 JURISDICTION AND APPLICABLE LAW:

This Agreement including all matter connected with this Agreement, shall be governed by the laws of India (both substantive and procedural) for the time being in force and shall be subject to exclusive jurisdiction of the Indian Courts (the place where the CONTRACT is signed in India). All questions, disputes or differences arising under, out of or in connection with the agreement shall be subject to the exclusive jurisdiction of the Courts of Mumbai only.

25.0 ARBITRATION:

25.1 ARBITRATION (Applicable in case of supply orders/Contracts with firms, other than Public Sector Enterprises): (Not applicable in cases valuing less than Rs 5 lakhs) 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 60 days notice to the other party. The notice invoking arbitration shall specify all the points of disputes 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 number of the arbitrators and the appointing authority will be as under:

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Claim amount (excluding claim for interest and counter claim, if any)

Number of arbitrator

Appointing authority

Upto Rs 50 lakhs

Sole Arbitrator to be appointed from a panel of retired officers from ONGC/other PSU/Non-PSU organizations.

ONGC [Note: ONGC will forward a list containing names of five retired officers from ONGC/other PSU/Non-PSU organizations for selecting one from the list who will be appointed as sole arbitrator by ONGC]

Above Rs 50 lakhs to Rs 5 crores

Sole Arbitrator to be appointed from a panel of retired Jurists

ONGC [Note: ONGC will forward a list containing names of five jurists to the other party for selecting one from the list who will be appointed as sole arbitrator by ONGC]

Above Rs 5 crores

3 Arbitrators One arbitrator by each party and the 3rd arbitrator, who shall be the presiding arbitrator, by the two arbitrators. ONGC will appoint its arbitrator from the panel of jurists.

3. The parties agree that they shall appoint only those persons as arbitrators who

accept the conditions of this arbitration clause, including the fees schedule provided herein. No person shall be appointed as arbitrator or presiding arbitrator who does not accept the conditions of this arbitration clause.

4. Parties agree that there will be no objection if the Arbitrator appointed holds

equity shares of ONGC and/or is a retired officer of ONGC / any other PSU. However, neither party shall appoint its serving employee as arbitrator.

5. If any of the Arbitrators 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 party 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 time stipulated as

under:

Amount of Claims and Counter Claims (excluding interest)

Period for making and publishing of the award (counted from the date of first meeting of the arbitrators):

Upto Rs 5 crores Within 8 months

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Above Rs 5 crores Within 12 months

The above time limit can be extended by the arbitrator(s), for reasons to be recorded in writing, with the consent of the parties. 8. Arbitrators shall be paid fees at the following rates:

Amount of Claims and Counter Claims (excluding interest)

Lump sum fees (including fees for study of pleadings, case material, writing of the award, secretarial charges etc.) payable to each arbitrator (to be shared equally by the parties)

Upto Rs 50 lakhs Rs 10,000 per meeting subject to a ceiling of Rs 1,00,000/-.

Above Rs 50 lakhs to Rs 1 crore Rs 1,35,000/- plus Rs 1,800/- per lakh or a part there of subject to a ceiling of Rs 2,25,000/-.

Above Rs 1 crore and upto Rs 5 Crores

Rs 2,25,000/- plus Rs 33,750 per crore or a part there of subject to a ceiling of Rs 3,60,000/-.

Above Rs 5 crores and upto Rs 10 crores.

Rs 3,60,000/- plus Rs 22,500/- per crore or a part there of subject to a ceiling of Rs 4,72,500/-

Above Rs 10 crores Rs 4,72,500 plus Rs 18,000/- per crore or part thereof subject to a ceiling of Rs 15,00,000/-.

9. 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. Where the proceedings are put in abeyance or terminated on account of mutual settlement of dispute by the parties, the fees payable to the arbitrators shall be determined as under:

(i) 20%of the fees if the claimant has not submitted statement of claim. (ii) 40% of the fees if the pleadings are complete. (iii) 60% of the fees if the hearing has commenced. (iv) 80% of the fees if the hearing is concluded but the award is yet to be

passed. 10. Each party shall pay its share of arbitrator’s fees in stages as under:

(i) 20% of the fees on filing of reply to the statement of claim. (ii) 40 % of the fees on completion of pleadings. (iii) 20% of the fees on conclusion of the final hearing. (iv) 20% at the time when award is given to the parties.

11. Each party shall be responsible to make arrangements for the travel and stay etc

of the arbitrator appointed by it. Claimant shall also be responsible for making arrangements for travel / stay arrangements for the Presiding Arbitrator and the expenses incurred shall be shared equally by the parties.

In case of sole arbitrator, ONGC shall make all necessary arrangements for his travel/ stay and the expenses incurred shall be shared equally by the parties.

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

13. The Arbitrator(s) shall give reasoned and speaking award and it shall be final and

binding on the parties. 14. Subject to aforesaid, provisions of the Arbitration and Conciliation Act, 1956 and

any statutory modifications or re-enactment thereof shall apply to the arbitration proceedings under this clause.

25.2 Arbitration clause for settlement of commercial disputes between Public

Sector Enterprises inter se and Public Sector Enterprise(s) and Government Department(s) through Permanent Machinery of Arbitrators (PMA) in the Department of Public Enterprises.

In the event of any dispute or difference relating to the interpretation and application of the provisions of the contracts, such dispute or difference shall be referred by either party for Arbitration to the sole Arbitrator in the Department of Public Enterprises to be nominated by the Secretary to the Government of India in-charge of the Department of Public Enterprises. The Arbitration and Conciliation Act, 1996 shall not be applicable to arbitration under this clause. The award of the Arbitrator shall be binding upon the parties to the dispute, provided, however, any party aggrieved by such award may make a further reference for setting aside or revision of the award to the Law Secretary, Department of Legal Affairs, Ministry of Law & Justice, Government of India. Upon such reference the dispute shall be decided by the Law Secretary or the Special Secretary/Additional Secretary, when so authorized by the Law Secretary, whose decision shall bind the Parties finally and conclusively. The Parties to the dispute will share equally the cost of arbitration as intimated by the Arbitrator.

25.3 Resolution of disputes through conciliation by OEC (Not applicable in cases

valuing less than Rs 5 lakhs):

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 may first be referred to conciliation through Outside Expert Committee (“OEC”) to be constituted by CMD, ONGC as provided hereunder:

1. The party desirous of resorting to conciliation shall send a notice of 30 (thirty)

days to the other party of its intention of referring the dispute for resolution through OEC. The notice invoking conciliation shall specify all the points of disputes with details of the amount claimed to be referred to OEC and the party concerned shall not raise any new issue thereafter.

2. CMD, ONGC shall nominate three outside experts, one each from

Financial/commercial, Technical and Legal fields from the Panel of outside Experts maintained by ONGC who shall together be referred to as OEC (Outside Experts Committee).

3. Parties shall not claim any interest on claims/counterclaims from the date of

notice invoking conciliation till execution of settlement agreement, if so arrived at. In case, parties are unable to reach a settlement, no interest shall be claimed

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by either party for the period from the date of notice invoking conciliation till the date of OEC recommendations in any further proceeding.

4. The Proceedings of the OEC shall be broadly governed by Part III of the

Arbitration and Conciliation Act, 1996 including any modifications thereof.

5. OEC shall hear both the parties and recommend possible terms of settlement between the parties. The recommendations of OEC shall be non-binding and the parties may decide to accept or not to accept the same. Parties shall be at liberty to accept the OEC recommendation with any modification they may deem fit.

6. Where recommendations are acceptable to both the parties, a settlement

agreement will be drawn up in terms of the OEC recommendations or with such modifications as may be agreed upon by the parties. The settlement agreement shall be signed by both the parties and authenticated by all the OEC members either in person or through circulation. This settlement agreement shall have the same legal status and effect as that of an arbitration award on agreed terms on the substance of the dispute rendered by an arbitral tribunal under Section 30 of the Arbitration and Conciliation Act, 1996.

7. The parties shall keep confidential all matters relating to the conciliation

proceedings. Confidentiality shall extend also to the settlement agreement, except where its disclosure is necessary for purposes of implementation and enforcement.

8. The parties shall not rely upon or introduce as evidence in any further arbitral or

judicial proceedings, whether or not such proceedings relate to the dispute that is the subject of the conciliation proceedings,

(a) views expressed or suggestions made by the other party in respect of a

possible settlement of the dispute; (b) admissions made by the other party in the course of the OEC proceedings; (c) proposals made by the OEC; (d) the fact that the other party had indicated his willingness to accept a proposal

for settlement made by the OEC.

9. The parties shall present their case before OEC only through their in-house executives. Neither party shall be represented by a lawyer unless OEC specifically desires that some issue of legal nature is in dispute that needs to be clarified / interpreted by a lawyer.

10. OEC members shall be entitled for the following fees and facilities:

Sl. No.

Fees/ Facility Entitlement

To be paid/ arranged by

1. Fees Rs 20,000 per meeting subject to maximum of Rs 2,00, 000 for the whole case. In addition, one OEC member chosen by OEC shall be paid an additional amount of Rs 10,000 towards secretarial expenses in writing minutes/OEC recommendations.

Contractor

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2. Additional Fee for attending meeting to authenticate the settlement agreement

Rs 10,000/-. Contractor

3. Transportation in the city of the meeting

Luxury car or Rs 2,000 per day.

Contractor

4. Venue for meeting ONGC conference rooms/Hotels ONGC

Facilities to be provided to the out -stationed member

5. Travel from the city of residence to the city of meeting

Business class air tickets/ first class train tickets/ Luxury car/ reimbursement of actual fare. However, entitlement of air travel by Business class shall be subject to austerity measures, if any, ordered by Govt of India.

Contractor

6. Transport to and fro airport / railway station in the city of residence

Luxury car or Rs 3,000/-. Contractor

7. Stay for out stationed members

5 Star Hotel. ONGC

8. Transport in the city of meeting

Luxury car or Rs 2000 per day. Contractor

11. All the expenditure incurred in the OEC proceedings shall be shared by the

parties in equal proportion. The parties shall maintain account of expenditure and present to the other for the purpose of sharing on conclusion of the OEC proceedings.

12. If the parties are not able to resolve the dispute through OEC or do not opt for

conciliation through OEC, the party may invoke arbitration clause as provided in the contract.

26.0 CONTINUANCE OF THE CONTRACT:

Notwithstanding the fact that settlement of dispute(s) (if any) under arbitration may be pending, the parties hereto shall continue to be governed by and perform the work in accordance with the provisions under this CONTRACT.

27.0 INTERPRETATION:

The titles and headings of the sections in this CONTRACT are inserted for convenient reference only and shall not be construed and limiting or extending the meaning of any provisions of this CONTRACT.

28.0 ENTIRE AGREEMENT:

This Agreement supersedes all prior Agreements and commitments, whether oral or in writing between the parties concerning the subject matters thereof. The right of either party to require strict performances will not be affected by any previous waiver or course of dealing. Neither this Agreement nor any modification will be binding on a party unless signed by an authorized representative of CONTRACTOR and ONGC.

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29.0 PATENT INDEMNITY:

29.1 The CONTRACTOR shall, subject to the CORPORATION’s compliance with Sub-

Clause below, indemnify and hold harmless the CORPORATION and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the CORPORATION may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract by reason of:

(a) the installation, of the items by the CONTRACTOR or the use of the items in the

country where the Site is located; and

(b) The sale in any country of the products produced by the items.

Such indemnity shall not cover any use of the items or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, neither any infringement resulting from the use of the items or any part thereof or any products produced thereby in association or combination with any other equipment, plant, or materials not supplied by the CONTRACTOR, pursuant to the Contract.

29.2 If any proceedings are brought or any claim is made against the CORPORATION

arising out of the matters referred to in GCC above Sub-Clause, the CORPORATION shall promptly give the CONTRACTOR a notice thereof, and the CONTRACTOR may at its own expenses and in the CORPORATION’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

29.3 If the CONTRACTOR fails to notify the CORPORATION within twenty-eight (28)

days after receipt of such notice that it intends to conduct any such proceedings or claim, then the CORPORATION shall be free to conduct the same on its own behalf.

29.4 The CORPORATION shall, at the CONTRACTOR’s request, afford all available

assistance to the CONTRACTOR in conducting such proceedings or claim, and shall be reimbursed by the CONTRACTOR for all reasonable expenses incurred in so doing.

29.5 The CORPORATION shall indemnify and hold harmless the CONTRACTOR and its

employees, officers, and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the CONTRACTOR may suffer infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the CORPORATION.

30.0 INDEPENDENT CONTRACTOR STATUS:

The CONTRACTOR shall act as an independent contractor performing the CONTRACT. The Contract does not create any agency, partnership, joint ventures or joint relationship between the parties.

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Subject to all compliance with the CONTRACT, the CONTRACTOR shall be solely responsible for the manner in which works are performed. All employees, representatives or sub-CONTRACTOR’s engaged by the CONTRACTOR in performing the CONTRACT shall be under the complete control of the CONTRACTOR and shall not be deemed to be employees of the CORPORATION and nothing contained in the CONTRACT or in any sub-CONTRACT awarded by the CONTRACTOR shall be construed to create any contractual relationship between any such employees or representative or Sub-CONTRACTOR and the CORPORATION. CONTRACTOR shall be responsible for the acts, defaults or negligence of the CONTRACTOR; his agencies, servant or workmen.

31.0 EXPORT/ RE-EXPORT CONTROL RESTRICTIONS:

In case there are certain export/ re-export control restrictions imposed by parent country of the Contractor(s) w.r.t. the items (i.e. goods, equipment, service, or technology) offered by them to Corporation regarding their end use or the end user or regarding their usage in certain other countries, then the Contractor can intimate about same while quoting in the Corporation’s tender(s). Such intimation by the Contractor about the items (i.e. goods, equipment, service, or technology) being covered under export control regulations will not lead to rejection of the offer(s) in Corporation’s tenders. Further, in case of award of Contract on such bidder(s), it should be stipulated therein that the items (i.e. goods, equipment, services, or technology) being-procured against this CONTRACT would be used by Corporation for exploration and exploitation of hydrocarbons in India only. However, if for any reasons whatsoever the end use or end user of these items are required to be changed or if these goods are to be taken for use in countries outside India, then Corporation would request the Contractor to obtain consent from the concerned authority in their country.

32.0 INTEGRITY PACT: (applicable for tenders above Rs 1 Crores): Not Applicable

33.0 LIMITATION OF LIABILITY:

Notwithstanding any other provisions, except only in cases of willful misconduct and / or criminal acts,

a) Neither the Contractor nor the Company (ONGC) 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, provided however that this exclusion shall not apply to any obligation of the Contractor to pay Liquidated Damages to the Company and

b) Notwithstanding any other provisions incorporated elsewhere in the contract, the

aggregate liability of the Contractor in respect of this contract, whether under the 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.

c) Company shall indemnify and keep indemnified Contractor harmless from and

against any and all claims, costs, losses and liabilities in excess of the aggregate liability amount in terms of clause (b) above.

34.0 SUBMISSION OF FORGED DOCUMENTS:

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Bidders should note that ONGC may verify authenticity of all the documents/certificate/information submitted by the bidder(s) against the tender. In case at any stage of tendering process or Contract/PO execution etc., if it is established that bidder has submitted forged documents/certificates/information towards fulfillment of any of the tender/contract conditions, ONGC shall immediately reject the bid of such bidder(s) or cancel/terminate the contract and forfeit EMD/SD submitted by the bidder.

35.0 GENERAL OBLIGATIONS:

35.1 CONTRACTOR’S OBLIGATIONS:

35.1.1 KNOWLEDGE OF SITE CONDITIONS:

The Contractor's undertaking of this contract to carry out the works shall be deemed to be based on and made in the light of (a) all data of hydrological, sub-surface, climatic and physical conditions, and (b)all criteria of design which the Corporation has expressly required the Contractor to take into account in designing and carrying out the works.

The Contractor has inspected and examined the site and its surroundings and information available in connection therewith and to have satisfied himself the form and nature thereof including the subsurface, the hydrological and climatic conditions, the quantities and nature of the work and materials necessary for the completion of the works, the means of access to the site and the accommodation he may require, and in general to have obtained himself all risks, contingencies and circumstances affecting his obligations and responsibilities therewith under the contract and his ability to perform it.

The Contractor has satisfied himself as to the correctness and sufficiency of the Contract price for the works. The consideration provided in the Contract for the Contractor undertaking the works shall cover all the Contractor's obligations and all matters and things necessary for proper execution and maintenance of the works in accordance with the contract and for complying with any instructions which the Corporation's representative may issue in connection there with and any proper and reasonable measures which the Contractor takes in the absence of specific instructions from the Corporation's Representative.

35.1.2 CONTRACT ADMINISTRATION:

The Contractor is bound to carry out, complete and maintain the works only according to the contract provisions and specifications.

The project instructions shall in no way, alter, the right of Corporation's Representative, and/or Engineer/ Engineers Representative nor Contractor's rights under the Contract.

The Contractor shall accept instructions and directions only from the Corporation's Representative or the Engineer or from an Engineer's Representative or from such other higher authority of the Corporation as may be specified in writing.

The Corporation's Representative may give the Contractor directions and instructions about the execution of the works and may take decisions and issue directions about the acceptability of materials and quality of workmanship to be

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used in the works and the Contractor shall adhere to and comply with those directions, instructions and decisions of the Corporation's Representative in accordance with the Contract. Provided, however, such directions/instructions/decision of the Corporation's Representative shall not absolve the Contractor of his responsibility of execution of the works in accordance with the contract.

If the Contractor disputes any directions, instructions or decisions of the Corporation's Representative that direction(s), instruction(s) or decision(s) shall (without prejudice to the Contractor's duty to adhere to and comply with in carrying out the works) have only provisional effect with regard to the final rights and duties of the parties and the Contractor shall continue to carry out the work and shall have to represent against such directions, instructions or decisions of the Corporation's Representative to the Corporation with intimation to Corporation's Representative in writing.

Any delay in implementing the said direction(s), instruction(s) or decision(s) shall be to the Contractor's account. The Corporation and the Contractor shall meet as soon as practicable to reach an amicable settlement prior to invoking the provisions of relevant clause of laws/arbitration to resolve the said dispute. Only in the event of failure to reach an amicable settlement the such Laws/Arbitration clause shall apply to the said dispute.

35.1.3 PROGRAMME OF WORK:

Within twenty one days after the award of the work under this contract or prior to kick-off meeting whichever is earlier, the Contractor shall submit the Corporation for its approval a detailed programme showing the sequence, procedure and method in which he proposes to carry out the works as stipulated in the contract and shall, whenever reasonably required by the Corporation's Representative or the Engineer's Representative, furnish in writing the arrangements and methods proposed to be made for carrying out the works. The programme so submitted by the Contractor shall conform to the duties and periods specified in the contract. The Corporation and the Contractor shall discuss and agree upon the work procedures to be followed for effective execution of the works. The tools, accessories, other equipments and Temporary works needed for the installation job on the platform and which the Contractor intends to deploy shall be clearly specified. Approval by the Corporation’s Representative of a programme shall not relieve the Contractor of any of his duties or responsibilities under the contract.

However if the Contractor’s work plan necessitates a disruption/ shutdown in Corporation’s operation, the plan shall be mutually discussed and developed so as to keep such disruption/ shutdown to the barest unavoidable minimum. Any time and cost arising due to failure of the bidder to develop/adhere such a work plan shall be to his account.

35.1.4 CONTRACTOR'S ORGANISATION:

The Contractor shall supply to the Corporation within 21 days or the effective date of commencement of works or prior to kick-off meeting whichever is earlier, an organization chart showing the proposed organization to be established by the Contractor for execution of the work including the identities and curriculum Vitae of the key personnel to be deployed. The Contractor shall promptly inform the Corporation in writing, of any revision or alteration of such organization charts.

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35.1.5 TIME SPAN FOR RESPONSIBILITY OF JOB:

From the time of commencement of the job to the issue of a Certificate of completion and acceptance of the job the Contractor shall be fully responsible for the total job and for all temporary works. In case any damage or loss happens to the works or to any part of them or to any Temporary works from any cause whatsoever other than war risks including damage caused by the Contractor himself if during the execution of the contract, the Contractor shall repair and make good the same at his own cost. The certificate of completion and acceptance will be issued by the Corporation only if the works are in good order and conditions and conform in every respect with the requirements of the contract and the Corporation Representative's instructions in accordance with the contract. Notwithstanding the foregoing, in case the Corporation accepts any part of the works by issuing a part certificate of completion and acceptance in accordance with the provisions of Clause completion and acceptance of the work, the Corporation shall be responsible for the care of such part of the works and for any damage which may occur during the period such part of the works are in the custody of the Corporation.

35.1.6 The Contractor shall in accordance with the requirements of the Corporation's

Representative, afford all reasonable opportunities and access to the works/Site to the Corporation or to any other contractor employed by the Corporation and their workmen and to the workmen of the Corporation and of any other duly constituted authorities who may be employed in the execution on or near the Site of any work included in the Contractor's scope which the Corporation may enter into in connection with or ancillary to the works for carrying out their work. When instructed by the Corporation or its representative, the Contractor shall also liaise and coordinate with Corporation's other contractors for proper execution of the works. In complying with the requirements of this section at written instruction of Corporation/Corporation's Representative, should the Contractor be delayed in the construction schedule or should the Contractor incur additional costs, Corporation will compensate the Contractor only for the standby charges of the spread so affected (as certified by the Corporation Representative) at the rate as set out in the contract and the Contractor will receive an appropriate extension of time if it affects critical path of the construction schedule and provided the Contractor had notified immediately to the Corporation about occurrence of such hindrance to their works provided further the delay or any part of it is solely attributable to the Corporation, its agents and other contractors or any other duly constituted authorities who may be employed in the execution on or near the Site of any work not included in the contract or of any contract which the Corporation may enter into in connection with or ancillary to the works. Should any aforesaid compensation become payable, such cost shall be backed up by detailed documentation, to the satisfaction of Corporation.

35.1.7 Unless otherwise specified, the Contractor shall at his own expense supply &

provide all the tools and accessories other equipments, temporary works, materials (both for temporary and for permanent works), Labor (including the supervision of it), transportation to and from the Site, and other things of every kind required for design and engineering, procurement, fabrication, load-out, tie-down, transportation, dismantling, installation, testing, startup commissioning & making good of the works, including during the period of Guarantee for works required to be performed by the Contractor at his own cost in accordance with the provisions of the contract.

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35.1.8 On the completion of works, the Contractor shall clear away and remove from

the Site all temporary works, tools, accessories, equipments, surplus materials, which he had provided including any wreckage, debris and rubbish of every kind caused by the Contractor or his sub-contractor and leave the whole of the Site and works clean and in a workman like and safe condition. If the Contractor fails to remove all such materials, any cost incurred by the Corporation to get them removed shall be recovered from the Contractor.

35.1.9 The Contractor shall not dump any material in the vicinity of the existing facilities

of the Corporation or the facilities which are being installed under the contract.

35.1.10 It shall be the responsibility of the Contractor to ensure full compliance of the

following security provisions:

- To furnish particulars regarding names passport Nos., visa etc. in the prescribed proforma of all the expatriate personnel engaged by him for execution of the contract at least 3 weeks in advance of their arrival.

- To ensure that only such expatriates who are having valid passports and valid

business visa’s are deployed for work under the contract. Expatriates having Tourists visas are not permitted to work in any of the Corporation's projects.

- To obtain Duty passes for all the personnel well in advance from the security

section of the Corporation after providing the prescribed declaration forms along with 2 stamp size photographs in respect of each person.

- To ensure that all personnel display the non-employee duty passes issued by the

Security Section of the Corporation at work.

- To ensure that all personnel engaged by them abide by the security & Discipline Rules prescribed from time to time by the Security Section of the Corporation.

- To comply with any directive as may be prescribed/ given by the

Corporation from time to time in respect of Security matters.

35.1.11 The Contractor shall ensure that none of his personnel/employees/ representatives including personnel/employees/representatives of his sub-contractors/ vendors carry any type of cameras nor do any photography in or around any of Corporation's installations/facilities and shall hand over all films (exposed or unexposed) negative and photographs to the Corporation's Representative before leaving for the offshore Platform/Vessel and shall not retain any film (exposed or unexposed) negatives or photographs after departure from off shore. All employees/representatives of the Contractor including employees / representatives of his vendors / sub-contractors shall sign a declaration as prescribed by the Corporation every time before their departure for/from offshore. Photography on or around work locations is completely prohibited. Any violation in this respect shall be treated as breach of security instructions of the Corporation and the Contractor or his employees / representative or employees / representatives of his Vendors/ subcontractors are liable to penal action under laws of the country besides any other action which the Corporation may decide to take against the Contractor such as sending the employee (s)/representative (s) including employees / representatives of his vendor(s)/subcontractor(s) back and

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debarring them from entering into Corporation's installations/ workings for a period of two years.

35.1.12 All the tools & tackles required for the job will be provided by the contractor. The

contractor shall be solely responsible for safe custody of his tools and tackles.

35.1.13 Contractor will provide Cotton uniform, Safety shoes, cotton hand gloves, helmets, Safety belts and other safety items to their persons at his own cost. Persons without kits and liveries mentioned above will not be allowed in the plant. The firm should submit the proof of issue of the same within one month after commencement of contract, failing which their bills will not be passed.

35.1.14 All the work men engaged by the contract agency should be physically fit, should

have sound mind and should possess good conduct and discipline.

35.1.15 The work is to be carried out in “ RESTRICTED AREA and successful bidder will have to work as per instructions of Engineer-in-Charge (EIC) & should obtain permission in standard format for every employee working for him who are liable for physical check by competent authority as decided by Engineer-in-Charge (EIC) at any time.

35.1.16 After completing every maintenance activity, the contractor shall shift the unused

spares / consumables to the designated areas under the supervision of Engineer-in-Charge (EIC) or his authorized representative.

35.1.17 Transport facilities for the contractor’s personnel, for carrying out the work at site,

is to be made and borne by the successful bidder at his cost.

35.1.18 Contractor shall provide boarding and lodging facility to his personnel for carrying out the subject job. ONGC will not be responsible for the same.

35.2 MATERIAL / FACILITIES PROVIDED BY ONGC:

The following facilities will be provided by Corporation for undertaking the Work.

35.2.1 Corporation will issue entry passes to employees of contractor on a written request

from the contractor, after police verification. However, Corporation may limit the number of persons to be allowed at site, at the sole discretion of Corporation.

35.2.2 TRANSPORTATION:

Contractor shall be responsible for transportation of all materials and equipment bought by him to the Corporation's site at Uran.

Contractor shall also be responsible for transportation and disposal of all surplus and dismantled material and equipment of contractor from corporation’s site at Uran to a location designated by Corporation. Cost of all such transportation will be borne by the contractor.

Cranes, Trucks, etc., if available and required for the job as decided by Engineer-in-charge, shall be provided by ONGC within plant premises free of cost

35.2.3 ELECTRICAL POWER:

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Subject to availability, owner shall supply power at one point at substation within a distance of 500 m of site, from where the contractor will make his own arrangement for temporary distribution. All the works will be done as per IEA regulations and passed by the Engineer –In –Charge The temporary line will be removed after the completion of work or if there is any hindrance caused to the other works due to alignment of these lines, the contractor will reroute or remove the temporary lines at his own cost .The contractor at his own cost will also provide suitable electric meters, fuses, switches etc for payment to owner which should be in custody of and control of Engineer in Charge. The charges for electric power supply is Rs8.72 per KWH. The owner shall not however, guarantee the supply of electricity and no compensation for any failure or short supply of electricity will be entertained and this does not relieve the contractor of his responsibility for timely completion of the work as stipulated in the contract.

However the contractor shall use the welding equipment having high power factor.

35.2.4 WATER:

Subject to availability owner shall supply construction water at one point within a distance of 500 m of site, from where the contractor will make his own arrangement for temporary distribution. The charges for construction water are Rs27.50 per cubic meter.

35.2.5 Land:

Subject to availability owner shall provide land for putting up purely temporary office of bidder. The charges of land will be free of cost OR will be charged at the rate if it has been specified in Special conditions of contract.

35.2.6 Specialized nature safety equipment if any will be provided by ONGC. The

contractor shall be responsible for its safe use and shall return upon completion of job.

35.2.7 In case of accident, only first aid facility will be provided by ONGC but contractor is

also requested to make arrangement of FIRST AID facilities for his employees. Also, in case of accident transport facility to the nearest hospital may be provided by ONGC depending upon the availability.

36.0 SITE POLLUTION RESPONSIBILITY:

In the performance of any and all services and the works hereunder by the contractor or his sub-contractors, the Contract shall accept full responsibility for compliance with all applicable laws and government orders, rules and regulations with as amended/ in force from time to time relating to pollution. Contractor and his sub-contractor(s) shall also comply with additional provisions as may be notified to the contractor by the Corporation without in any way limiting the generalist of the preceding sentences, it is specifically agreed that the Contractor shall comply with the following.

a) Solid waste, such as tins, bottles, or any form of trash, must be transported to from

the site to place decided by Corporation and the cost to be borne by Contractor. b) Solid combustible waste must be transported from site to place decided by

Corporation & the cost to be borne by Contractor.

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c) The Contractor agrees to inform and his supervisors of such laws, orders and regulations and to make all his employees and the sub-contractor fully cognizant of their responsibilities there under.

The Corporation’s Representative may discuss interpretations and applications of the laws, orders and regulations referred above with the Contractor’s Representative or site superintend but such discussions shall not in any way relieve the Contractor of his responsibility hereunder. In addition and without in any way limiting, restricting or prejudicing any of the Corporation’s other rights and remedies, whether arising under may other provisions of this contract or under any rule of law, the contractor shall;

a) Clean up and remove any pollution resulting from its non-compliance with the

provisions of this Section, at his cost and expense, and

b) If the Contractor falls to do so, the Corporation may clean up and remove the pollution in such case the Contractor shall reimburse the Corporation upon receipt of bills from the Corporation for the cost of such clean up and removal.

37.0 WASTE MANAGEMENT & HOUSEKEEPING: Successful bidder has to maintain strict following compliance of “WASTE MANAGEMENT & HOUSEKEEPING” during/after job execution.

a) Waste management during execution contract shall be the responsibility of the

contractor. b) A suitable person shall be identified / designated by the contractor for all activities

related to waste management in the contract. c) The contractor shall maintain proper housekeeping in the work area in order to

ensure safety and good working environment. It should ensure that work area is kept clean at the end of work.

d) Contractor’s equipment, tools & tackles should not cause hindrance in the escape route in case of emergency.

e) Contractor while working in the plant area shall ensure that their activities do not contravene with the Environment Protection Act 1986.

f) Contractor shall provide dust bins (as per colour coding) to ensure that all scraps, rubbish, oil rags, cotton waste, debris, etc. generated are kept secure.

g) Waste materials to be segregated with respect to hazardous waste, used Batteries, Biomedical waste, Chemicals, E-waste and Municipal Solid Waste be kept in the appropriate containers kept at designated places in the plant.

h) Contractor shall be ensure that they may follow all the waste management rules like Municipal Solid Wastes (Management and Handling) Rules 2000, Hazardous Wastes (Management, Handling and Trans-boundary Movement) Rules 2008, E-waste Management and Handling Rules 2011, The Plastics (Manufacture, Usage and Waste Management) Rules 2009, The Batteries (Management and Handling) Rules, 2001, The Bio-Medical Waste (Management and Handling) Rules 1998 where ever applicable.

38.0 SAFETY AND SECURITY CODE FOR ONGC:

The purpose of the safety code is to safeguard against the mishap and damage to the men, material and machinery while carrying out the work in ONGC areas including associated satellite Earth stations. The contractor must adhere to the code to ensure complete safety.

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1. No smoking shall be permitted. Carrying matches or lighters inside the ONGC area is strictly prohibited. These must be deposited at Main Gate with CISF.

2. Entry of automotive vehicles within plant premises is prohibited unless

authorized by Fire & Safety Permit issued by competent authority.

3. No work in ONGC area to be carried out unless authorized by work permit issued by competent authority.

4. No hot works which produce open flame sparks or any ignition source etc. is

carried out in the ONGC area unless such work is authorized by Fire & Safety Permit issued by competent authority.

5. It will be the responsibility of the contractor to see that specialized safety

appliances supplied by the company are used with care. Any damage to such equipment will be recovered from the contractor.

6. Contractor must comply with ONGC’s procedure of ‘Injury reporting’. A report in

this connection must reach in time to concerned authority of ONGC for further action.

7. Contractor’s worker shall not tamper or interfere with any machine or equipment

in the operating area. He should use, adjust and repair equipment only when authorized. Never meddle with switches, controls, levers, valves, etc.

8. Strict compliance with all plant safety rules, cautionary sign and verbal safety

instructions shall be observed.

9. Keep work place tidy, dispose-off rubbish and waste in the containers provided.

10. Use right tools for the job to perform job safely.

11. Bringing in or being under the influence of intoxicant or narcotics inside the plant premises is prohibited.

12. Any situation likely to affect the safety of any employees or other co-workers must

be promptly reported to the Engineer-in-charge.

13. Loitering inside the plant area is strictly prohibited.

14. Cover OWS, Stream, water, funnel points, manholes, vents, drains and valves in the vicinity with asbestos blankets.

15. All photo passes or tokens issued shall be surrendered to security section

immediately after the expiry or termination of contract. Security deposit will be refunded only after submitting clearance from security section. Loss or replacement of the same shall invite penalty as per the prevailing rules of ONGC.

16. All existing and amended safety, fire and security rule of ONGC are to be followed

within plant without fail.

In addition to the above basic safety code, all contractor’s workers will have to undergo safety and fire induction training before employing them for actual work.

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ONGC local safety department will make necessary arrangement to conduct such safety induction programme for contractor’s employees. Contractor must ensure that his training is received by all his employees.

17. ISSUE OF PHOTO GATE PASSES:

For entry to ONGC, Uran Plant and its associated satellite stations photo passes will be issued by ONGC Security department, for which necessary formalities as required by security department are to be complied with by the contractor. All the charges in this regard shall be borne by the contractor.

The successful contractor who has been awarded the job shall apply in the prescribed Proforma for issue of photo gate passes of their workers and site supervisors well in advance before actual start of work.

The successful contractor shall submit police verification report for verification of antecedents of each worker to be deployed by him at ONGC’s site. On production of such reports, photo passes to these persons will be issued by ONGC Security department as per procedure. No claim from contractor whatsoever on this account shall be entertained by ONGC The contractor shall secure temporary identity cards i.e. photo passes from the Security Section, ONGC, Uran for his personnel and provide PPE (overall, safety shoes and helmet) as preventive safety measure to all employees during the execution of the work. The contractor’s staff shall get all directives regarding “safety” from the Engineer In-charge of the site and will abide by all safety rules and regulations. Contractor shall provide medical fitness certificate of employees from a registered medical practitioner, if required by Engineer-in-Charge. ONGC reserves the right to ask the contractor to replace any person due to misbehavior or lack of knowledge. Replacement is to be provided immediately.

LEVY OF FEES FOR ISSUE OF SMART CARDS:

a) Initial issue of Smart Card is to be free of cost as is the existing practice in ONGC. b) However, in the event of change of contractor, damage of stickers etc. a sum of Rs.

100/- is to be charged towards administrative and stationary expenses, by way of Demand Drafts in the name of Manager (F&A), ONGC, Uran.

c) In case of extension of contract period equal to or less than 60 days and also for endorsement for visit to additional locations, the sticker is not to be changed. Necessary record has to be created in the system. The present system of endorsement on a photocopy of the card is to be continued by the CIC towards confirmation of extension of validity in the system. No charges are to be levied for this.

d) Fees. i) Duplicate Pass against lost Card : Rs 1,000/-

ii) Loss of Card for second time : Rs 2,000/-

iii) No further issue in case of third time loss.

iv) Change of stickers : Rs 100/-

v) Loss of Old Paper Card NED Pass : Rs 250/-

e) Procedure: vi) Whenever, a contractor needs a change of sticker / replacement of lost /

damaged card, he will submit his application (in prescribed proforma) along with prescribed fees to the Card Issue Centre through the Project In-Charge. In case of

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lost pass, he will enclose the FIR in original along with application.

18. RETURN OF PHOTO GATE PASSES: All the photo gate passes issued to the contractor’s workers/site supervisors have to be surrendered essentially after completion of the work. Against the loss of any of the photo gate passes issued to the contractor shall invite penalty as mentioned above as decided by ONGC from time to time. If the contractor withdraw any of their employees deployed at the site of ONGC, Uran during the execution of the job, it is advised to surrender the photo gate pass immediately to In-charge CISF - Pass Section, ONGC Uran and submit the proof of cancellation of the said photo gate pass to In-charge Contract Cell. Any outstanding photo gate pass against the contractor will lead to non-clearance of their final bill after completion the work.

39.0 HEALTH, SAFETY & ENVIRONMENT (HSE) MANAGEMENT DURING CONTRACTS Objective Accident free execution of all works/contracts Goals 1. To provide a HSE guide to the prospective bidders/contractors, so that they are

made aware of the prevailing HSE practices at ONGC Uran Plant and expectations from the contractors.

2. This should guide them in appropriate costing of the project, and also help them execute the contracts in a safe manner.

Please note that – The HSE requirements of ONGC shall be explained to the bidders. There shall be Pre job safety meeting between the successful bidder and ONGC,

before start of the work. There shall be regular safety meetings during the execution of the contract. In case, the contractor has a HSE manual; there shall be a bridging document

between ONGC & the contractor for common understanding. CLAUSE I INSTRUCTIONS TO BIDDERS / CONTRACTORS ON HEALTH SAFETY & ENVIROMENT (HSE)

While at ONGC Uran Plant, everyone (employees of all kind including contractual, and visitors) has to 1. Adhere to Acts, Rule and Regulations issued by Central & State Government (i.e.

Govt. of India and Govt. of Maharashtra) e.g. Petroleum Act, Factories Act, Environment Protection Act, Labor Act etc.

2. Follow ONGC’s HSE policy which is issued by the Chairman & Managing Director ONGC.

3. Follow Health, Safety & Environment practices as per national and international benchmarks. ONGC Uran plant has been certified for Quality, Health, Safety & Environment (QHSE) Integrated Management System consisting of ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007.

4. Adhere to Standards & Codes for products and work practices followed at ONGC Uran Plant as per national and international benchmarks. e. g. IS, API, NEMA, ASTM etc.

5. Adhere to the specific rules and procedures followed at Uran plant for ensuring safety e.g.

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Gate pass for entry in plant/office, Vehicle entry permit for entry of vehicles in plant and in process area Permit To Work system for carrying out Hot jobs, Entry to confined spaces,

working at heights, Excavation, Cold works, Electrical lock out, Radiography

Incident reporting system for reporting any undesirable incident Change Management system for carrying out any change / modification in the plant Personal Protective Equipment to be strictly used while working Tool Box Talk before commencement of any job

The details of above systems and other safety precautions along with written procedures and document flow charts etc. will be given at the time of Pre Bid conference / signing contract agreement.

CLAUSE II

The contractor has to particularly ensure the following –

1. Medical examination – Medical fitness of the employees for undertaking a particular kind of job should be ascertained before employment. The employees deputed at Uran for work should undergo medical examination (pre-employment & periodical) as per provisions of clause 73-V of Maharashtra Factories Rules 1963.

2. Working hours – of their workmen are strictly as per provisions of Factories Act.

3. Lifting machines, chains, ropes, and lifting tackles – The use/inspection/certification of lifting machines, chains, ropes, and lifting tackles should be as per provisions of clause 64 of Maharashtra Factories Rules 1963. The record of inspection/certification by competent person (approved by Directorate of Industrial Safety & Health) should be maintained at site.

4. Vehicle Entry Permit – Only the vehicles having valid permit are allowed inside the plant. The contractor shall ensure that the vehicles intended for entry in the plant fulfill the requirements of Vehicle Entry Permit. This requires that the vehicle should be in roadworthy condition, and must be fitted with PESO approved spark arrestor. Some of the necessary documents are driver license for the appropriate class of vehicle, load test certificate for the cranes, fitness certificate from RTO, permission for carrying of hazardous chemicals, insurance, PUC, registration etc. Please note that with such vehicle entry permit, the vehicle can move in white areas/roads of the plant. For entry in process area, separate permission from shift in-charge shall be obtained.

5. Scaffolding – Scaffolding material should be of industrially accepted high standard, normally should be made of steel/ metallic frame and tested for the load as well as stability. It should be erected by scaffolding professionals. Scaffoldings should be inspected and certified for use daily. Record of such inspection is to be maintained.

6. Temporary electrical connections – Requisition for temporary electrical connection should be made in a standard format. The wiring should be such that, there is no scope of electrocution and burning/sparking. The earthing/bonding and the insulation should be proper and of adequate rating. Separate earth pits to be made if required. The cable and the fittings should be of proper rating. Protective relays should be installed wherever required. The electrical fittings/panels shall be weather proof/ flameproof depending on the place of its location. Plant’s hazardous area classification shall be referred for this purpose. Each feeder shall be sealed so that there is no possibility of entry of any rodent/ lizards etc. Power distribution board shall have adequate ingress protection. Rubber mat shall be placed on the floor around the distribution board.

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7. Barricading – If a hot job is to be carried out within the battery limits of running unit or within hazardous area; adequate barricading in form of welding booth or barricade made from tin/asbestos sheets should be provided.

8. Simultaneous operations – Operations which are potentially hazardous must not be undertaken simultaneously. For example; blinding/de-blinding of hydrocarbon pipelines should not be done when other hot job (cutting/welding) is going on in the near vicinity.

9. Hand tools – The hand tools used must be of standard make and fit for use. If work is to be done within the battery limits of running unit or within hazardous area; utmost care shall be taken for prevention of spark while using the hand tools. The hammers and scrapers in such case should be of brass.

10. Environment protection – The contractor while working in the plant area shall ensure that their activities / operations do not contravene with the Environment Protection Act 1986 and the rules therein. The contractor shall ensure that the hazardous waste generated by him is disposed of safely as per MPCB requirements.

11. Gas detection system – There is an existing gas (Hydrocarbon) detection system in the plant. In case of longer duration works; the contractor shall install his own hydrocarbon gas detection system with suitable number of detectors, annunciation panel and hooter within his work area. For short duration works, regular monitoring by portable gas detectors shall be done. Also, in case of any gas/fire alarm or siren from the plant or contractor’s work area, all hot jobs must be stopped immediately.

12. Excavation/Trenching/ Road cutting – As a part of excavation permit, it is required to obtain clearance from electrical, instrumentation & infocom departments. Care shall be taken for avoiding caving in of the dug up trench. This may require providing additional supports or temporary supporting structure on the inside walls or proper angle to the side walls. Adequate bank slope shall be made as per soil type. The excavated soil, stock pile or heavy equipment should be kept at least one meter away from the trench. Safe means of getting in and out of the trench should be made near to work area.

In case any job requires ‘road cutting’, special permission from Plant Manager shall be obtained before start of the work.

13. Confined space entry/Vessel Entry – No person shall enter the vessel / confined space without a valid vessel entry permit. The permit requires testing of air sample in the confined space/vessel. The air in the confined space/vessel must be suitable /safe for human consumption. No person shall be allowed to work in the confined space/vessel for a longer duration. Record must be maintained for personnel entry and exit from the confined space/vessel. The work in confined spaces should be done as per Buddy system.

14. Radiography – Only authorized persons shall handle the radioactive materials. The area must be cordoned off properly.

15. Working at height – All works above two meters height must be done with a valid Hot Work Permit. Persons must work with proper safety belt and harness secured properly. It also should be ensured that there is no other simultaneous work going on just below the work at height.

16. Hot works – Any job involving naked flame or any job involving/creating spark or high heat are termed as Hot Works and a valid Hot Work Permit must be obtained for such jobs. This is required to be renewed in every shift. It has to be ensured that the area where such job is to be carried out is free from combustible materials.

17. Material handling - No one is allowed to ride on blocks, hooks, and suspended loads. Guy ropes must not be fastened to existing equipment, pipeline, tank supports, Load must not remain supported for an unreasonable length of time by

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any means (Mechanical/ Hydraulic etc.). Suspended load must not be left unattended.

18. Gas cylinder – All gas cylinders must have a valid test certificate. The contractor must use only the certified gas cylinder within their validity period. The contractor must adhere to Explosives Act 1884/ Gas Cylinder rules 2004 while using gas cylinders in the plant.

19. Machine tools – Machine tools e.g. grinders, cutter etc. must be ISI certified/standard make and safe for use.

20. Housekeeping – The contractor shall maintain proper housekeeping in their work area in order to ensure safety and good environment. It should be ensured that the work area is left clean at end of the work. Contractor’s equipment, tools and tackles should not cause hindrance in the escape route.

21. Illumination – It should be ensured that, all the works are carried out in adequate light for proper visibility.

22. Training & Competency – The contractor employees should undergo safety briefing, tool box talk and formal training in safety (in-house or external). In case of contracts, involving a large number of persons, an adequate number of persons must be trained in first aid. It will be contractor’s responsibility to ensure that their employees are competent to perform the job assigned to them.

23. Security – The contractor must employ personnel only after police verification. The personnel must have valid gate pass for entry in the plant. The passes shall be renewed periodically and on completion of work. The passes shall be returned to the security section without fail. It also must be ensured that, their employees leave the plant premise after duty hours.

24. Personal Protective Equipment (PPE) – The contractor must provide standard quality Personal Protective Equipment (PPE) like cotton dungarees, industrial shoes & helmet and their workmen deployed on the work must use PPE. Apart from these, appropriate PPE depending on the job like safety goggle, safety belt, gloves, ear plugs/muffs, dust masks, chemical suit, welding gloves and glass etc. should be provided to his workmen before start of the work and ensure that they wear it while working. EIC/Executer must ensure that all the necessary PPEs are provided to the workmen/supervisor before forwarding requisition for preparing passes.

25. Emergency Response Plan – The contractor should have an Emergency Response Plan for the job undertaken. This should dovetail with ONGC’s Disaster Management Plan.

26. Audit/Inspection – The HSE performance of the contractor is subject to audit/inspection by ONGC officers.

27. Accident/Incident reporting – All minor/major accidents/incidents shall be reported /recorded as per existing procedure at ONGC Uran Plant. Also any unsafe condition should be brought to the notice of Engineer in-charge. The contractor shall submit a report on HSE performance during periodic project review meeting.

CLAUSE III

GENERAL SAFETY & SECURITY NORMS WHILE WORKING IN ONGC

DO’S 1. Ensure an operational area entry pass (pink colour) before entry into operational

areas (Operational areas include CSU, GSU, LPG, CFU, C2C3, LAN/LPG/C2C3 storage, Terminal, Slug catcher, Flare area, gas compressors etc.). Those who do not possess the valid pass should not enter the operational area.

2. Before starting any job, make sure that you have obtained necessary ‘permit to work’ from ONGC.

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3. Tool Box Talk prior to commencement of any hot job is mandatory. 4. In case of chemical spill on the body or in the eyes, use safety shower to wash

immediately. Contact Occupational Health Centre (Tel No. 4555 to 4559) or bring the affected person to the doctor immediately.

5. Adequate number of certified First Aiders should be available with the contractor at site. In case of emergency, these first aiders should respond immediately. ONGC Doctor is available at Occupational Health Center/Dispensary.

6. Use only safety torch certified for use in hazardous areas. 7. Remove all flammable materials from the site of welding (e.g. dry grass, gunny

bags, tarpaulin, wooden plank etc.) 8. In case of fire, inform fire station (Tel No. 4444, 4445, 4446) immediately. 9. Use only brass tools (or non-sparking tools) while working inside the operational

area. 10. Ensure that during arc welding, the electrode holder is effectively insulated and

properly maintained. 11. Use 3-pin connection for portable grinders. 12. Provide handrails at the sides of the scaffold walk ways to avoid any fall. 13. Avoid shock loads e.g. dropping heavy objects or jumping on the platforms. 14. Keep wrenches and spanners free of oil and grease to avoid spillage from hand.

While working at height on scaffold, use proper container to keep the tools when not in use.

15. Replace or repair hand tools e.g. hammers, wrenches, screw drivers etc. if found defective.

16. Dispose off all oil rags, rubbish and papers into proper bins. 17. Report even smallest injury to the doctor and also to the supervisor. 18. Park the crane in safer place, when not in use, with parking brake. 19. Keep tall portable ladders in a safe place, when not in use. 20. Wear safety belt and lifeline while working at height. 21. Obtain permit for carrying vehicle, crane, engine driven pump, engine driver

vibrator and concrete mixer into operating plant area. 22. Beware of the height while moving below overhead electric transmission lines. 23. Check periodically the condition of slings. Use only tested slings for lifting of

loads. 24. The contractor’s employees should not use compressed air to clean clothes, hair

or hands, as the pressure is high enough to cause injury. Explosive liquids such as Naphtha etc. shall not be used as cleaning agent. Use only approved cleaning agents.

25. High pressure water from fire water or service/cooling water lines should not be used for cleaning/bathing.

DONT’S

1. Do not carry lighters, matches, transistors, ordinary torches, camera or any other electronic/ electrical items inside the operational area.

2. Do not jump over/ cross the operational area fencing. 3. Never smoke inside the plant. 4. Do not use any portable hand lights in any location inside the operational area

unless explosion proof. 5. Do not use welding set, if it is not properly earthed. 6. Never use any make shift electrical connections. There should not be any loose

electrical connection. 7. Never carry electrode holder in the arm, since it is often sweaty. 8. Do not enter any confined space like sump, tank, vessel etc. without permit. 9. Do not cut any road without permit. 10. Do not hook up any job or carry out any welding, cutting close to the operational

area without permit.

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11. Do not stand on any piping/tubing. Also do not tie any rope/sling to any piping/tubing.

12. Do not operate any kind of valve, switch, push buttons etc. without permission of ONGC Engineer In-charge.

13. While using crane, do not swing a load near people. 14. Never look directly to the arc produced when welding without eye protection. 15. Do not panic in any emergency. On hearing of plant’s main siren, stop all hot jobs

and contact your supervisor and ONGC engineers at site for further action. 16. Do not block the ways for emergency aid. 17. Do not rest under moving load of crane. 18. Do not walk along the sides of any excavation. 19. Do not use a defective tool. 20. Do not run or shout inside plant unnecessarily. 21. Do not loiter near any operating unit, unless you have a job to perform. 22. Do not walk on pipelines. 23. Do not play with compressed air hose, steam etc. 24. Do not use full/ empty drums as work support for any job or in place of ladder. 25. Do not use air, water, steam hoses unless they are properly secured. 26. Do not try to dry your clothes on steam lines or any other hot surfaces. 27. Do not leave tools or materials at height where they may accidentally fall on

persons below. 28. Do not consume alcoholic drinks within the plant area. 29. Do not use shoes with nails. 30. Do not misuse, tamper any fire fighting equipment. 31. Do not use fire water for any other purpose (e.g. washing hands or clothes etc.) 32. Never go nearer to any high voltage source, unless authorized. 33. Do not park the crane in any place to cause hindrance to others. 34. Never over load the crane or any other lifting device. Notice safe working load

(SWL) should be displayed on the lifting device. 35. Do not use a ladder, which is defective in any respect e.g. broken, missing or split

side rails or rungs. 36. Do not throw rubbish here and there. 37. Never misuse/ tamper protective kits. 38. Do not allow accumulation of dry grass/vegetation at any place.

CLAUSE IV MISCONDUCT The under mentioned acts of the employees of the Contractor, shall amount to misconduct and the employees concerned shall be liable to disciplinary action:

1. Tampering Fire Extinguisher in no Fire condition. 2. Using Fire buckets, Fire hydrant, delivery hoses & branches for any purpose other

than fire fighting without the knowledge of Fire Department. 3. Smoking in ONGC premises. 4. Carrying gas lighter, match box/ battery operated (unauthorized) equipment in

operational areas. 5. Carrying vehicles without spark arrestor in operating areas. 6. Giving false fire alarm, intentionally. 7. Fighting, Gambling, Horseplay or other misconduct is not permitted on the site.

Threatening another employee or visitor will not be tolerated. Non-compliance will result in disciplinary measure, which could include immediate expulsion.

8. Pushing or crowding at elevators, entrances/ exits or on stairways or on board of vehicles. This may endanger oneself as well as others.

CLAUSE V

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The contractor shall maintain following records at the worksite –

1. Pre-employment & Periodic Medical examination of their workmen 2. Inspection / testing of tools & tackles by competent authority of Govt. of

Maharashtra 3. Work permits/lockouts and vehicle entry permits 4. Leave with wages 5. Duty roaster 6. Wages and Provident Fund 7. Any other document required by law

40.0 CERTIFICATE OF COMPLETION AND ACCEPTANCE OF THE WORK: Certificate of Completion and Acceptance of the Works or part of the Works shall be

issued by the Company subject to the provisions of following Clause No-40.1 through 40.5.

40.1 When the whole of the Works have been substantially completed and have

satisfactorily passed tests prescribed in the Contract and are ready for final inspection, the Contractor shall notify the Corporation in writing enclosing all the required documents and reports for review and acceptance by the Corporation's Representative. The Contractor will also notify the Corporation's Representative in writing within 7 days in advance regarding the likely completion date of the Works.

As the work progresses, the Contractor shall continue to provide the required details

and data for review by the Corporation's Representative to assist in the expeditious inspection of the Works when completed. The Corporation’s Representative shall review promptly and revert within 14 days after receipt of such notice. If the Works are found to be complete in all respects and carried out in accordance with the Contract then the Corporation shall issue a Certificate of Completion and Acceptance as provided for in Clause No.-40.2. If some defects and/or deficiencies are noticed in the Works, the same shall be notified to the Contractor in writing within 14 days after receipt of Contractor's Notice. Such defects and/or deficiencies attributable to the Contractor’s Work and workmanship shall be rectified promptly by the Contractor at his own expenses for which no extension shall be granted. The Contractor shall thereafter repeat the procedure for giving notice as stated above. Should the Corporation fail to notify such defects and deficiencies to the Contractor within the said period, the Works shall be deemed to have been completed and accepted by the Corporation without comments.

40.2 If the Corporation is satisfied that the entire Works have been completed as

specified in the Contract and have successfully passed all tests provided in the Contract then the Corporation shall issue a Certificate of Completion and Acceptance which certificate shall be effective from the completion date which the Contractor had notified to the Corporation subject to the Corporation's Representative certifying that the entire Works were completed by the Contractor without any defect on the said notified completion date except for the Punch List items.

40.3 The Corporation may accept at its discretion the works in part i.e. any Work which

has been substantially completed to the satisfaction of the Corporation and which can be put in use at the respective site. The Corporation may issue a part Certificate of Completion and Acceptance before issuing a final Certificate of Completion and Acceptance referred to in 40.2 above. Further such part of the Works shall then be considered as completed by the Contractor except for any outstanding item for

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that part of the Work which the Contractor shall agree to complete before completion and acceptance of the entire Woks. No extension of time or increase in cost will be acceptable to the Corporation on this ground.

40.4 The Contractor shall not use or occupy any part of the Works unless its use or

occupation has been agreed to by the Corporation in writing.

40.5 The Corporation's acceptance of the Works shall not operate as a waiver of the

Corporation's rights under guarantees in the Contract herein contained as to any short supply specified in the Punch List and defects and deficiencies under Clause No.-53.0.

41.0 DISCHARGE CERTIFICATE:

No certificate other than the Discharge Certificate referred to in Clause No.-41.1 shall be deemed to constitute approval of any work or other matter in respect of which it is issued or shall be taken as an admission of the due performance of the contract or any part of it or of the accuracy of any claim or demand made by the Contractor or of extra work/change order having been ordered by the Corporation nor shall any other certificate conclude or prejudice any of the rights of the Corporation.

41.1 The contract shall not be considered as complete until a discharge certificate has

been signed by the Corporation's Representative on behalf of the Corporation and delivered to the Contractor stating that the works have been completed and made good to the satisfaction of the Corporation's Representative in accordance with the contract.

41.2 The discharge Certificate shall be issued by the Corporation's Representative (28)

twenty eight days after the expiration of the Guarantee period (or if different guarantee periods become applicable for different parts of the works then, without prejudice to the Corporation's representatives, rights upon the expiration of the latest of those periods) or as soon thereafter as any works ordered during that period have been completed to the satisfaction of the Corporation's Representative in accordance with the Contract.

41.3 This clause (41.0) in its entirety shall have effect notwithstanding that the

Corporation has entered on or taken possession of, the works after completion or any part of the works by virtue of any agreement with the Contractor.

41.4 Neither the Corporation nor the Contractor shall be liable to the other for any

matter or thing arising out of or in connection with the Contract or doing of the works unless the party asserting the liability has given the other party written notice of its claim before the issuance of the last discharge certificate under the clause.

41.5 Notwithstanding the issue of the Discharge Certificate the Contractor and the

Corporation shall (subject to sub-clause 41.4 of this clause) remain liable for the fulfillment of any obligation incurred under the provisions of the contract before the issue of the Discharge Certificate which remains unperformed at the time, the certificate in question is issued, and for the purposes of determining the nature and extent of any said obligation the contract shall be deemed to remain in force between the parties.

42.0 AMENDMENT TO THE CONTRACT:

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The contract shall be amended / modified only by a written agreement between the

parties.

43.0 PORT/CUSTOMS/EXCISE CLEARANCE ASSISTANCE:

43.1 The Contractor shall acquaint himself with all the formalities and procedures of Indian Governmental agencies such as Customs, Excise, licensing authorities etc. It shall be sole responsibility of the Contractor to get cleared all the materials, equipment, constructional plant and Equipment and other things required for execution/completion of the Works from all Governmental Agencies including but not limited to, Port, Customs/Excise and pay all duties/ taxes/charges/fees/expenses including fines/penalties imposed, if any, except where otherwise expressly provided in the Contract to be paid by the Corporation. The Contractor shall be responsible for import of said Constructional Plant and Equipment, material, equipment or other things etc. save allowing bringing of equipment such as equipment/material etc. loaded on the Marine Spreads/barges and Constructional Plant and Equipment directly to Offshore Site for installation even before Customs clearance, the Customs clearance will have to be obtained by the Contractor as per Customs Law irrespective of whether Customs Duty is applicable or not applicable. As regards examination of goods at site, the same shall be carried out by Customs Officer on receipt of information. However, IGM and Bill of Entry shall be filed by the Contractor with the Customs Authority well in advance of arrival of heavy equipment mentioned above at offshore site. The Contractor shall also be responsible for re-export of said Con-structional Plant and Equipment and any unused materials within 15 days after completion of the Works.

The Contractor shall obtain any and all necessary Governmental Clearance required for such import/re-export, Corporation shall upon request from the Contractor along with necessary details, provide recommendatory letter(s) as per DGH’s prescribed proforma for obtaining necessary Certificate from Directorate General of Hydrocarbons for availing the concessions/exemptions for import of materials, consumables and spares for the Works etc., if applicable. However, the responsibility of obtaining necessary Certificate will be that of the Contractor. Corporation shall also forward clarifications to DGH’s queries, if any, with regard to issuance of Essentiality Certificate after receipt of the same from the Contractor. Rendering of such assistance will not make the Corporation liable for any time and cost effect.

43.2 Corporation will not provide and/or arrange for any easement and licences required

for executing the Works either for raw materials procurement/imports or other issues relating to import of machinery but for the customary recommendatory letters solely as assistance to the Contractor in obtaining the requisite permits associated with execution of the Scope of work shall be provided by Corporation without assuming any liability financial or otherwise whatsoever.

43.3 In the event of any part of the Works being damaged/lost subsequent to

payment of Customs duty by the Corporation, it shall be the Contractor's responsibility to make good the same through fresh import and to pay and bear all the cost including customs duty as applicable. However, in case the said part of the Works is not imported afresh as a result of mutual agreement between the Contractor and the Corporation, the Corporation shall be entitled to recover all the cost including Customs duty already paid by the Corporation for said posting from any money due or which may become due to the Contractor. However, in case the deficiency is restored satisfactorily by the Contractor without recourse

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to fresh import, then Corporation will not recover the cost on such a loss or damage.

43.4 The Contractor shall schedule all activities in advance taking into account any

possible delays due to the aforesaid reasons. No extension of time shall be granted to the Contractor on this account.

44.0 COMPLIANCE WITH LAWS:

44.1 The Contractor shall observe all statutory and labor laws and rules/regulations

including but not limited to Contract Labor (Regulation & Abolition) Act, Minimum Wages Act etc. and shall obtain necessary registration under the Act etc. He shall pay to concerned authority all the statutory payment to be paid to personnel deployed by the Contractor under this contract. The Corporation shall have no liabilities. The Contractor shall keep the Corporation harmless and indemnified against any action brought against it for violation/non-compliance of any Act, Rules, Regulations etc.

44.2 The Contractor shall give all notices and pay/bear all duties, taxes, charges, fees and

expenses except where otherwise expressly provided in the Contract required to be given or paid by any national or state statute, ordinance or other law or any regulation or by-law of any international, local or other duly constituted authority in relation to the performance of the works or of any temporary works and by the rules and regulations of all public bodies and companies whose property or rights are affected or may be affected in any way by the works or any temporary works. The Contractor shall acquire all permits, approvals and or licenses from all local, state or central government authorities or public sector undertakings in the country where the site is located, which such authorities require the Contractor to obtain in his name and which are necessary for the performance of the Contract including import licenses for materials and visas for the Contractor's and sub-contractors personnel and entry permits for all imported constructional plant and equipment and shall acquire all other permits, approvals and/or licenses which are not the responsibility of the Corporation and which are necessary for the performance of the Contract.

However, Corporation shall assist Contractor and/or sub-contractor upon receiving

written request from Contractor to acquire the necessary permit, approvals and/or licenses including work permit, visas and import licenses from all local, state or central govt. authorities or public sectors to the extent of issuing recommendatory letters and documents mandatorily required to be submitted by Corporation to the concerned authorities without assuming any liability whatsoever.

44.3 The Contractor shall comply with and conform in all respects, and shall ensure that

all his sub-contractors also comply with and confirm in all respects with the provisions of any statute, ordinance or law as aforesaid and the regulations or by laws of any international, local or other duly constituted authority which may be applicable to the works or to any temporary works and with such rules and regulations of public bodies and companies as aforesaid and shall be responsible for all costs arising from compliance and/or violation of the same and shall keep the Corporation indemnified against all penalties and liabilities of every kind for breach of any statute, ordinance or law, regulations or bye-law.

44.4 Without limitation of the generality of Clause No.-44.3 the Contractor shall observe

and comply with and shall ensure that all his sub-contractors also observe and comply with the laws, regulations or requirements of any states which are littoral

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states with respect to any sea areas comprised at the site and of any international authority or international convention or other rule of international law or custom applicable thereto for establishing or regulating freedom of navigation on the high seas, conservation and protection of fisheries, policing and jurisdiction in territorial water and exercise of sovereign rights over the sea-bed.

44.5 The Contractor shall keep informed the Corporation and appropriate Indian

authorities reasonably in advance, of all obstructions in the waters of the Arabian Sea and any other area of the continental shelf within Indian jurisdiction and adjacent waters and the approaches to them which the Works will involve. The Contractor shall have regard to all warnings and information issued by the statutory authorities.

44.6 Subject to provisions of the Contract, the Contractor shall defend, indemnify and hold

the Corporation harmless from and against all penalties, liabilities, damages, claims, fines and expenses of whatever nature arising out of or resulting from the violation of such laws or rules or regulation having the force of law within the scope of Clause No.-44.3, 44.4 and 44.5 by the Contractor or his sub-contractors including their personnel.

44.7 All fossils, coins, articles of value of antiquity and structure and other remains or

things of geological or archeological interest discovered at the site or during the works shall be the absolute property of the Corporation. the contractor shall take reasonable precautions to prevent its workmen or any other persons from removing or damaging any said article or thing and shall immediately on discovery thereof and before removal acquaint the Corporation's representative of the discovery and carry out at Corporation's cost the disposal of it at the Corporation's Representatives orders at rates to be mutually agreed where such rates are not available in the Contract.

44.8 Contractor shall take all necessary steps in order to equip themselves to avail of all

concessions/ exemptions permissible under the statutes including the benefits under Central Sales Tax Act, 1956 failing which they will have to bear extra cost where Contractor does not avail concessional rates/ exemptions of levies like Customs duty, Excise duty, Service Tax, sales tax etc.

45.0 OWNERSHIP & CUSTODY OF MATERIALS DELIVERED TO THE

CONTRACTOR:

45.1 The ownership and all other rights to all stores and materials, if any, delivered to the Contractor for the Works shall always vest with the Corporation and the Contractor shall keep safe custody of all such items as custodian and as the trustee on behalf of the Corporation. The Contractor shall be responsible for the safe custody of all materials received by it and shall be required to replace or repair at his own cost any loss or damage which the material may sustain from any cause. The Contractor shall specifically check the defects in the materials at the time of receipt of the items from the Corporation. The Contractor shall on demand at any time hand over custody of the said items to the Corporation and shall provide all facilities and assistance to the Corporation or any person authorized by it to physically remove the said items from the Contractor's custody, if the Corporation for any reason considers it necessary to do so.

45.2 Materials supplied by Corporation if any at the locations specified or such other

locations as may be mutually agreed at no extra cost.

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45.3 In the event of failure on the part of the Contractor to deliver or to allow Corporation to remove the material supplied by the Corporation on account of termination of the Contract for any reason whatsoever, the Corporation will procure similar type of material from elsewhere at the risk and cost of the Contractor.

46.0 ALTERATION/ VARIATIONS:

46.1 The Contractor agrees that the requirements given in Drawings, Specification of the

bidding documents are minimum requirements and are in no way exhaustive and guaranteed by the Corporation. It shall be the responsibility of the Contractor to meet all the requirements of design criteria contained in the Bidding documents and any upward revisions and/or additions of quantities, Specification, sizes given in Specifications and Drawings etc. of the Bidding Documents required to be made during execution of the Works shall not constitute a change order and shall be carried out without a change order and shall be carried out without any time and cost effect to Company. Further upward revisions and/or additions required to make Contractor's selected equipment and installation procedures to meet bidding documents requirements expressed to make entire facilities safe, operable and as per specified codes and standards shall not constitute a change order and shall be carried out without any time and cost effect to Company. Any upward revisions and/or additions consequent to errors, omissions, ambiguities, discrepancies in the Specification and Drawings etc. of the bidding documents which the Contractor had not brought out to the Companies notice in his tender shall not constitute a change order and such upwards revisions and/or addition shall be carried out by the Contractor without any time and cost effect to Company.

46.1.1 CHANGE ORDER: A change order will be initiated only in case (i) the Company directs in writing the Contractor to include any addition or deletion to the scope of work (ii) Contractor requests to delete any part of the Work which will not adversely affect the operational capabilities of the facilities and if the deletions proposed are agreed to by the Company (iii) the Company directs in writing the Contractor to incorporate changes or additions to the Design Criteria requirements covered in the Contract (iv) Any other contractual change leading to cost benefit as per contract terms (negative change order).

46.1.2 Any changes required by the Company over and above the minimum requirement

given in the Specifications and Drawings etc. included in the Bidding documents before giving its approval to detailed design or engineering for complying with Design Criteria and changes required to ensure systems compatibility and reliability for safe (as per Codes, standards and recommended practices referred in the bidding documents) and trouble free operation shall not be construed to be a change in the scope of the Work under the Contract.

46.1.3 In case any item/ equipment / component / part specified in the scope of work is

substituted by another item / equipment / component / part of the same category such change due to obsolescence / non-availability /no-response received from vendors /manufacturers of such items / equipment / component / part shall be considered as a change order where value shall be determined based on the differential cost implication, provided that such changes are authorized /approved by the company.

46.1.4

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i) Any change order as stated in 46.1.1 comprising an alteration which involves change in the cost of the Works (which sort of alteration is hereinafter called a "Variation") shall be the subject of an amendment to the Contract by way of an increase or decrease in the Contract price and adjustment of the construction schedule, if any.

ii) If the Contract provide applicable rates in accordance with the Contractor for the valuation of the variation in question the Contract Price shall be subject to 46.1.4 (iii) be increased or decreased in accordance with those rates.

iii) If parties agree that the Contract does not contain applicable rates or that

the said rates are inappropriate or that said rates are not precisely applicable to the Variation in question, then the parties shall negotiate a revision of the Contract Price which shall represent the change in cost of the Works caused by the Variations. Any change order must be duly approved by the Company in writing.

46.1.5 If there is a difference of opinion between the Contractor and Company's

Representative whether a particular Work or part of the Work constitutes a change order or not the matter shall be handled in accordance with the procedures set forth in Clause No.-46.1.7 (h).

46.1.6 Within ten (10) working days of receiving the comments from the Company on the

Drawings, Specification, purchase requisitions and other documents submitted by the Contractor for approval, the Contractor shall respond in writing which item(s) of the comments is/are potential change(s) in the scope of work covered in the Contract and shall advise a date by which change order (if applicable) will be submitted to the Company.

46.1.7 PROCEDURE FOR CHANGE ORDERS:

i) If proposed change order involves purchase of material then prior to finalizing

the purchase, the contractor should provide at least 3 offers in respect of the material proposed to be procured for approval of ONGC. In case less than 3 offers are provided, adequate justifications shall be given as to what are the reasons for the same.

a) During detailed engineering and subsequently, if the Contractor observes that

any new requirement which other than that required for meeting the design criteria is not specific or intended by the Contract has been stipulated by the Company, while approving the specifications, calculations, purchase requisitions, drawings, other drawings, other documents etc. he would discuss the matter with the Company's Representative.

b) In case such requirement arises from the side of the Contractor, he would also

verbally discuss the matter with the Company's Representative giving reasons thereof.

c) In either of the two cases as explained in (a) and (b) above the representatives

of both the parties will discuss on the new Requirement for better understanding and to mutually decide whether such requirement constitutes a change order or not.

d) If it is mutually agreed that such requirement constitutes a Change Order

then a joint memorandum will be prepared and signed by the Contractor

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and Company to confirm a Change Order and basic ideas of necessary agreed arrangement.

e) The Contractor will study the Work required in accordance with the joint

memorandum under (d) and assess subsequent schedule and cost effect, if any.

f) Upon completion of the study referred to above under (e), the results of this

study along with all relevant details including the estimated time and cost effect thereof with supporting documents would be submitted to the Company to enable the Company to give a final decision whether the Contractor should proceed with the change order or not in the best interest of the Works.

Initial estimated time/COST impact indicated by Contractor shall be considered as a ceiling limit and shall be provisionally considered for taking a decision to implement change order. However, in case of negative change order/cost benefit, the initial cost benefit so indicated shall be considered as the datum & final cost shall not be lower than the same.

The time impact applicable to the Contract shall be mutually agreed

subsequently on the basis of the detailed calculations supported with all relevant back up documents.

In case contractor fails to submit all necessary substantiations / calculations

and back-up documents, the decision of the company regarding time and cost impact shall be final and binding on the contractor.

g) If The Company accepts the implementation of the change order (f) above in

writing, which would be considered as change order, then the Contractor shall commence to proceed with the relevant work stipulated in the Change Order, pending final agreement between the parties with regard to adjustment of the Contract Price and construction Schedule.

h) In case, mutual agreement under (d) above, i.e. whether new Requirement

constitutes the Change Order or not, is not reached, then the Contractor in the interest of the works, shall take up the implementation of the work, if advised in writing to do so by the Company's Representative pending settlement between the two parties to the effect whether such Requirement constitutes a change order or not as per the terms and conditions of Contract documents. The time and cost effects in such a case shall be mutually verified and recorded. Should it be established that the said work is constituting a Change Order the same shall be compensated taking into account the records kept and in accordance with the Contract.

The Contractor shall submit necessary back up documents for the change

order showing the breakup of the various elements (e.g. Engineering, Procurement, Fabrication, Installation etc.) constituting the change order for the Company's review. If no agreement is reached between the Company and Contractor within 60 days after company’s instructions in writing to carry out the change concerning the increase or decrease in the Contract price and all other matters described above, either party may refer the dispute arbitration pursuant to Clause No.-28.0 of GCC hereof.

46.2 CHANGE ORDER ON DAY WORK BASIS:

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46.2.1 The Company’s Representative, if in his opinion it is necessary or desirable, may

order in writing that any change order/extra work shall be done on a day work basis. The Contractor shall then be paid for that work as per the rates set out in the schedule of prices/rental rate schedule of the Contract.

46.2.2 For all work done on a Day Work basis, the Contractor shall furnish receipt of

Vendor or other vouchers as may be necessary to the Company’s Representative to prove, the amounts paid and before ordering materials shall submit to the Company’s Representative, quotations for his approval. Such approval shall not be unreasonably withheld.

46.2.3 In respect of all work done on a day work basis the Contractor shall, during the

continuance of such work, submit each day to the Company’s Representative an exact list, in duplicate, names, discipline and time of all workmen deployed on such work and a statement also in duplicate showing the description and quantity of all materials and plant utilized for extra work. The Company’s Representative shall sign and return to the Contractor one copy of each list and the statement if correct or when agreed. At the end of each month the Contractor shall deliver to the Company’s Representative a priced statement of the Labour, materials and plant (except as aforesaid) used. Whenever any dispute exists of any day work voucher, submitted for the Company’s Representative’s approval as to costs allocation between the Contractor and the Company, the voucher shall nevertheless be signed by the Company’s Representative as a record of time worked and materials used. Lists and vouchers so signed will be the subject of negotiations between the Company and the Contractor regarding their cots allocation.

46.2.4 Should the quantum of extra work / change order if any, which the Contractor may

be required to perform by the Company, fairly entitles the Contractor to extension of time beyond the scheduled completion date for completion of either the whole of the Works or for such Extra work only, the Company and the Contractor shall mutually discuss and decide the extension of time, if any, to be granted to the Contractor.

46.3 VARIATION OF QUANTITIES:

46.3.1 The written advice to this effect shall if so required be issued by the Company

upto 8 (eight) weeks prior to the due date of supply of such plants, equipments/ material to the Contractor as may be specified in the PERT Chart to be agreed. In case of increase in quantity, the Contractor agrees to carry out such additional quantity of Work at the rate and terms and conditions as provided in the Contract except for the appropriate extension of time to be allowed for obtaining delivery of such extra equipment. In case of decrease in quantity, the Contractor shall give a reduction in price at the rate given in the Contract corresponding to decrease of quantity. In case applicable unit rates for the increase / decrease in plant/ material / equipment are not available in the Contract then such variation in quantities shall constitute for change order and the rates as may be mutually agreed shall apply. The Contractor shall not be entitled to any claim by way of change of price, damages, losses, etc. Contractor shall be compendsated at actuals for any cancellation charges provided a claim is duly supported by documentary evidence of having incurred cancellation charges, which results from Company’s action in reducing / cancelling scope of work.

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46.3.2 In case of variation of quantities during the execution of the contract for executing the contracted scope of work and if unit rates for such items are available in the contract, then such variation in quantity shall not be considered as change order and the company shall have the option to increase or decrease the quantities of such items.

46.3.3 All new fresh works or any additional work not appearing in the scope of work

define in the contract shall be considered as change orders.

46.4 CONDITIONS FOR EXTRA WORK/CHANGE ORDER: The provisions of the Contract shall apply to extra work performed as if the Extra Work/Change Order has been included in the original Scope of Work. However, the Contract Price shall increase/decrease and the construction schedule shall be adjusted on account of the Extra Work/Change orders as may be mutually agreed in terms of provisions set forth in Clause No.-46.1 through 46.3 above. The Contractor’s obligations with respect to such work remain in accordance with the Contract.

The Extra Work shall not be included in the Contract Price for the purpose of

calculations of liquidated damages under. For Extra Works/Change Order if implemented on day work basis, cost of testing shall also be payable by the Company.

47.0 FIRM RATES:

The rates payable hereunder shall be firm during the primary term of the Agreement

or any extension thereof. No escalation shall be allowed under any circumstances.

48.0 ADDITIONAL TERMS AND CONDITIONS: This Contract may be modified by additional terms and conditions accepted in

writing by both the parties.

49.0 CENTRALIZATION OF THE JURISDICTION AND FILING OF RETURNS OF INCOME TAX ETC. WITH THE DY.COMMISSIONER, SPECIAL RANGE, DEHRADUN:

It is notified that order u/s 195 (2) of the I.T.Act, 1961 for the purpose of deduction

of tax at source will be obtained by ONGC from the Dy. Commissioner of Income Tax (Asstt.), Special Range-I, Dehradun. In view of the CBDT's notification no.9579 dated 05.08.94 the foreign Contractor is responsible for filing the return of their income as well as their sub-contractor's assignees including that of their partner in the Joint Venture Contracts (whether Indian or otherwise) and get their assessment completed with the Dy. Commissioner of Income Tax (Asstt.), Special Range-I, Dehradun, India.

The employees of such foreign Companies / Concerns / Joint ventures, their sub-

contractors and assignees are also required to file their return of income with Dy.CIT (Asstt.), Special Range-I, Dehradun (India).

For lapse if any on the part of the Contractor and consequential penal action taken by

the tax department, ONGC will not take any responsibility whether financial or otherwise.

50.0 ENGINEERING:

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The design criteria, specifications and other engineering requirements and information supplied by Company are included in ANNEXURE–III. The Contractor shall carry out complete engineering and detailing of these items. The Contractor will be responsible for developing such information as required to perform the Basic Engineering, Detailed Engineering, Design, Procurement, Fabrication, Construction, Transportation, Site Grading & Leveling, Civil Works, Barricading, Installation, Erection, Project Management, Pre-Commissioning, Start-up, Commissioning including testing for Performance guarantee etc. of entire facilities as described in the bidding documents.

It is the Company's intention to have the best equipment new and in first class condition, available for its facilities. The specifications contained within this bid package are to provide the Contractor with performance criteria for all major facility components and equipment. The Contractor may select unspecified equipment but will solicit Company approval in order to ensure compatibility with present equipment and trouble free operation.

51.0 DESIGN, PATENTS AND ROYALTIES:

If any materials used or methods or processes practiced or employed in the course of execution of Work or otherwise for adopting the material to conform with the requirements of the Contract is/are covered by a patent in respect of which Contractor is not licensed, the Contractor shall, before using the material, method or process, as the case may be, obtain such license(s) and pay such royalty(ies) and license fee (s) as may be necessary. The Contractor shall keep the Company indem-nified from / against any and all damages, demands, losses, costs and expenses that Company may suffer as a result of any infringement or alleged infringement of any patent, registered design, trademark, copy right or other intellectual property right registered or otherwise by reason of claims, actions, demands and proceedings whatsoever brought or made against the Company on the basis of any patent or infringement thereof claimed or otherwise relating to and arising from any method or process employed or matter or thing done to or in connection with any Work executed by the Contractor under the Contract and the Contractor shall, at his own risk and expenses, defend any suit for infringement of patent or like suit brought against the Company (whether with or without the Contractor being a party thereto) and shall pay any damages and costs awarded in such suit and keep the Company indemnified from and against all costs and other consequences thereof.

52.0 DURATION OF THE CONTRACT & COMPLETION PERIOD:

18 Months from the date of placement of LOI.

Completion Schedule: Contractor has to complete the job of repair of each column within 20 days from the date of handing over the respective columns. However, the discretion is solely left with the Engineer-in-charge about handing over of work front and the requirement of man power for executing the job shall be assessed & arranged by the contractor to meet the execution of job on schedule.

53.0 GUARANTEE/ WARRANTY:

Contractor has to furnish a guarantee for a period of one year from the date of completion of job. During the period if any defect is observed in the executed job, the same shall be rectified by the contractor at free of cost within a minimum possible time.

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The contractor shall, if required, also carry out repairs/replacement free of cost or at the option of the ONGC make payment to ONGC within two months of receipt of advice, the value thereof at the contract price and such other expenditure and damages as may arise by reason of the breach of condition therein specified. Nothing herein contained shall or prejudice against any other right of the ONGC on that behalf or otherwise.

Where the Contractor does not directly execute the work itself and the warranty given by the person/firm carrying out such work on their behalf deviates from the above said warranty, it shall be responsibility of the contractor to abide by the warranty stipulated by the ONGC.

54.0 REMUNERATION AND TERMS OF PAYMENT:

54.1 CORPORATION shall pay to CONTRACTOR for the services, to be provided by the CONTRACTOR as per the Scope of Work (ANNEXURE-III) and as per the Schedule of Rates (ANNEXURE-VI). The rates payable shall be firm during the entire CONTRACT period, including extension period, if any.

54.2 All Bills along with relevant supporting documents shall be submitted in triplicate addressed to DGM (F&A), ONGC, Dronagiri Bhavan, Uran Plant, Uran, Dist. Raigad, Maharashtra– 400 702 in Central Dispatch Section, Ground Floor, who shall generate tracking number for the bill and forward it to concerned Engineer-in-Charge. The envelope containing the invoices should be superscribed with the following details:- (i) Vendor no. (ii) PO/ OA no. (iii) Invoice no(s). (iv) Invoice Date (v) E-mail ID where tracking number will be sent. (vi) Invoice Value and currency. (vii) name of the work (viii) Name of the Engineer-in-Charge

54.3 Invoices with original supporting documents duly countersigned by the CORPORATION’s representative/ Engineer-in-Charge wherever applicable will be submitted in case of AMC/ ARC and/or as mentioned in the Schedule of Rates format for stage wise payment, if required (bi-monthly) by the CONTRACTOR to CORPORATION and payment shall be made within 21 working days from the date of receipt of certified invoice in triplicate at the above office.

The original invoice should also accompany the following documents/details:

Along with first invoice for payment against supply of materials:

Following documents / details should be invariably furnished along with invoice: (a) Copy of valid registration certificate under the VAT/Sales Tax rules. (b) Copy of valid registration certificate under the Service Tax rules, if applicable,

in case where supply involves rendering of any service also. (c) Particulars required for making payments through ‘Electronic Payment

Mechanism’, in accordance with the clause on ‘MODE OF PAYMENT’ appearing under Instructions to bidders at ANNEXURE-I.

(d) Mobile No.

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(e) Tax Invoice ( Original and duplicate) issued under relevant rules Central Excise, respective State VAT Act and Service Tax (as applicable), clearly indicating rates and amount of various taxes/ duties shown separately).

(f) Proof of delivery in case of direct / door delivery (i.e. GCN/LR/Delivery Challan, duly acknowledged by the EIC, for receipt of material in good condition)

(g) QCC Report for satisfactory inspection, wherever pre-despatch inspection if applicable.

(h) Warranty/ Guarantee Certificate from original manufacturer. (i) e-mail ID. (j) Certificate from EIC certifying completion of mile stone as per payment terms.

Along with subsequent invoices after completion of Job:

(a) Tax Invoice ( Original and duplicate) issued under relevant rules Central Excise, respective State VAT Act and Service Tax (as applicable), clearly indicating rates and amount of various taxes/ duties shown separately).

(b) Insurance policies and proof of payment of premium (As applicable). (c) Details of statutory payments like EPF and ESI etc. (As applicable). (d) Undertaking by the contractor regarding compliance of all statutes. (e) Certificate by the contractor stating that labour have been paid not less than

minimum wages (as applicable). (f) Any other document specifically mentioned in the Purchase/work order, or

supporting documents in respect of other claims (if any), permissible under the Purchase/Work Order.

(g) Certificate from EIC that milestone for payment has been achieved. 54.4 In the event of any dispute in a portion or whole of any invoice, the CORPORATION

shall make payment of undisputed portion and shall promptly notify the CONTRACTOR’s representative in writing for the remaining portion in CONTRACT to mutually resolve the dispute and if resolved in part or full, payment shall be made to the CONTRACTOR within 30 days of such settlement.

54.5 ONGC'S RIGHT TO QUESTION THE AMOUNTS CLAIMED:

Payment of any invoice shall not prejudice the right of the Operator to question the allow ability under this Agreement of any amounts claimed therein, provided ONGC, within one year beyond the expiry of each CONTRACT year, delivers to CONTRACTOR, written notice identifying any item or items which it questions and specifying the reasons thereof. Should ONGC so notify CONTRACTOR, such adjustment shall be made, as the parties shall agree. These provisions shall be reciprocal for similar rights to the CONTRACTOR.

The CONTRACTOR shall provide on demand a complete and correct set of records pertaining to all costs for which it claims reimbursement from ONGC and as to any payment provided for hereunder, which is to be made on the basis of Contractor’s costs.

54.6 DETAILS OF STATUTORY PAYMENTS LIKE EPF AND ESI ETC.

Wherever applicable, the Contractor (including those engaging ‘International Workers’) shall have itself registered under Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and Employees’ State Insurance Act, 1948 and follow the relevant statutory provisions including Rules made there-under concerning

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contractual workers. The contractor shall be required to submit the following documents/details to the Corporation:

(i) Copy of PF-ECR duly stamped by the designated Bank, along with a print of

the digitally signed PDF data sheet of the ECR, as proof of payment, each month, details of this PDF data sheet shall be verified by the appropriate authority (i.e. Payment Making Authority) in the Corporation from the official website of EPFO (http://www.epfindia.gov.in).

(ii) A) Copy of the online challan endorsed / stamped by the designated bank

as proof of receipt of payment towards monthly contribution of ESI contribution.

B) Copy of Return of contribution in respect of ESI for each

contribution period of the six months i.e. for the contribution period ended 30th Sept and the contribution period ended 31st March.

(iii) As an Annexure to each EPF-ECR and ESI Challan(s), contractor shall also

furnish the following Certificates:

a. The furnished information is correct to the best of his knowledge. b. In case any discrepancies or irregularities is /are noticed in this

undertaking, then ONGC is free to inform the PF/ESIC Authorities.

c. Before the completion of contract, contractor shall serve one month notice to all his contractual workers, informing that their services will be terminated.

d. Within one month on completion/expiry of the contract, contractor

shall pay all the dues/ terminal dues such as leave with wages, bonus (if applicable), Gratuity (if applicable), to all his contractual workmen, failing which contractor’s Bank Guarantee/ Security Deposit may be withheld by ONGC.

Corporation shall maintain these records and verify the deposit of statutory contribution made by the contractors with the EPFO/ESI authorities, where deemed necessary. However, before making payment of the last bill/invoice of the Contractor, the appropriate authority (i.e. Payment Making Authority) in the Corporation, shall verify the details/status of the payment towards EPF/ESI made by the Contractor from the authorities/official website of EPF/ESI (i.e. http://www.epfindia.gov.in and http://www.esic.in). In case the information furnished by the Contractor is found to be incorrect the Corporation shall take appropriate action against the Contractor.

Note: Conditions for applicability of above provisions

Above clause w.r.t. submission of details on EPF and ESI payments shall not be applicable in following types of contracts:

(a) In those Contracts wherein the services/jobs has been performed exclusively

in the premises of the contractor, certificate to the effect is to be submitted by the Contractor that services/jobs to be executed under the contract have been performed exclusively in his premises.

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OR

(b) In those contracts also wherein contractor has employed only their full time

regular employees for execution of the contract, certificate to the effect is to be submitted by the contractor that for execution of the contract, no contractual labour has been employed and only full time regular employees of the contractor have been employed.

OR

(c) Fulfillment of conditions at (i) on EPF and (ii) on ESI mentioned below:

(i) Information sought in above clause pertaining to only EPF shall not be

required to be submitted in those contracts wherein the contractor has employed only those of his employees whose pay exceeds Rs 15000/- per month thereby they are covered under the definition of “Excluded Employee”. Certificate to the effect is to be submitted by the contractor that for execution of the contract, the monthly wages of all employees who have been employed, exceeds to Rs 15000/- per month or they have been treated as “Excluded Employee”.

(ii) Information sought in above clause pertaining to only ESI shall not be

required to be submitted in those contracts wherein the contractor has employed only those of his employees whose pay exceeds Rs 15000/- per month as in terms of the current provisions of the ESI Act, 1948 an employee whose monthly pay exceeds Rs 15000/- is outside the purview of the ESI Act. Certificate to the effect is to be submitted by the contractor that for execution of the contract, the monthly wages of all employees who have been employed, exceeds Rs 15000/- per month. Further, ESI Act, 1948 is applicable only in areas where it has been made applicable by Gazette Notification in this regard. (In the areas of ONGC operation, the ESI Act is currently applicable in all areas except the NE States. However, the Act is applicable in Guwahati. Applicability in new areas of operation is to be verified from the office of the ESI Corporation concerned.)

In case a contractor falling under the provisions of the Note mentioned above does not submit the required details on EPF and ESI payments, then in that case, the Contractor shall be required to indemnify ONGC for any liabilities arising out of declarations made by him in future on violation or provisions of the EPF Act 1952 and ESI Act 1948.

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