4 Exhibit C - Compensation Schedule

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Error: Reference source not foundSCHEDULE

RDG INFILL WELL PROJECT DEVELOPMENT OF SURFACE


FACILITIES FOR WELL HOOK UP

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PRICING NOTES

1.1 This Lump Sum Turnkey Contract Price (inclusive of all taxes & duties) pre-bid
engineering, Site Surveys, verification of soil and topography data, FEED, Detail
Engineering, Procurement, Fabrication, Manufacturing, Assembly, Inspection & Testing,
Packing, Shipping, Site establishment, Delivery and Unloading at site, Storage and
Preservation, Complete Erection and Installation, Facilities Construction, Pipeline laying,
Insulation, Painting, stenciling, Dismantling, removal and disposal of existing facilities, Hook-
ups, Site Acceptance Testing, Pre-Commissioning & Commissioning, RFSU/PSSR,
Performance Guarantee Test Run(s) (PGTR), Training of Company’s Commissioning and
Operations personnel, Project and Construction Management, Interface management
(Internal and external) by Interface Management Team (IMT) and satisfactory handover of
complete facilities including Hook up of 24 infill wells, including roads and drains within RDG
Terminal, Intra-field Pipeline, irrigation water pipeline (quality same as potable water),
restoration of approach roads as required, extension of OFC and OHL for new well pad,
complete with spares, applicable hook-up & tie-in with the existing & proposed facilities,
including Installation and integration of Free Issue Materials (FIM’s) etc. complete, in all
respects in accordance with the Agreement.

1.2 The Bidder shall provide the price details in the tables as per the attached Annexure
– I (Price Table). Bidder to provide lump sum costs in Table A, Optional rates in in Table B
and Recommended spares in Table C as mentioned in the Price tables

1.3 All rates and prices shall be in INR for Indian Bidders and in US Dollars for overseas
Bidders and shall remain fixed and firm for the duration of the Agreement and are not
subject to escalation for any reason whatsoever including inflation, currency rate variation or
any factors of whatever nature and howsoever arising., except as expressly provided in the
Agreement.

1.4 All rates and prices are complete and fully inclusive in respect of the Services and
the Contractor’s performance of its obligations under this Agreement, and no additional
rates, sums, charges, prices or other amounts will be paid to Contractor respect of the
Services or the Contractor’s performance of its obligations under this Agreement, except as
expressly stated in this Agreement;

1.5 The rates, sums and prices are INCLUSIVE of taxes.

1.6 The text description of an item given against a reference number in this Exhibit or in
Price Table is intended only as a brief description for identification and not an exhaustive
detailing of the obligation or work involved. Any description or reference contained within the
Price Table (Annexure-1 to this Exhibit C - Compensation) shall not limit or qualify the
Scope of Services, specifications and technical Information given in Exhibit B - Scope of
Services of the Agreement or any part thereof.

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1.7 The rates, sums and prices are all inclusive and the Contractor shall be deemed to
have taken account of the complete Scope of Services as described in Exhibit B - Scope of
Services, the terms and conditions set out in the Agreement and any other matter which
affect the prices. Even if price breakdowns have not been sought through Price Tables given
in Price Table (Annexure-1 to Exhibit C - Compensation for specific items required for
completion of the Scope of Services as given in Exhibit B - Scope of Services, the price for
such items would be deemed to be included elsewhere, this being a lump-sum contract.

1.8 The rates, sums and prices set out in Annexure-1 to this Exhibit C - Compensation
are inclusive of all Taxes.

1.9 The cost of any item where the price is left blank shall be deemed included
elsewhere.

1.10 For the purposes of this Agreement, (a) special tools and tackles, spares and such
other spares required for installation, testing and Commissioning purposes (b) mandatory
spares and consumables required as per the Agreement and for the performances of the
Services (c) operation and maintenance spares are considered to be items necessary to
complete the Services even if not specifically detailed. This shall include, but not be limited
to, spares, welding rods, fluxes, grease, gases, incidental non-specialist lubricants, oils,
refrigerants, cleaning agents, corrosion inhibitors, solvents, rags, application equipment,
disposable protection and clothing. The rates, sums and prices are all inclusive and the
Contractor shall be deemed to have taken account of the above.

1.11 2-Year Operational Spares: List for 2 year operational spares shall be provided by
the CONTRACTOR along with their prices with price validity of 2 years along with the
Financial Priced Bid, however the price for Operational / Recommended spares shall
not be part of Base Bid Price. Supply of these spares is not in the scope of
Contractor.

1.12 The Contractor has deemed to have made itself fully satisfied and familiar with the
nature and Scope of Work / Servicesand has accounted for inter alia:
(a) The terms and conditions of the employment of labour prevailing in the country, district
and local contracting strategy
(b) The adequacy of the Contractor’s area as allocated
(c) Construction water, power (HV/LV) and all other utilities till completion of PGTR
(d) Compliance with Company’s requirement of HSE, Safety, Quality and Security
(e) The solution to particular problems, which may be encountered as a result of executing
Works within hazardous areas
(f) All Permits and Licenses required under the Contract for execution of the Works. Refer
Exhibit M for Company provided Permits.

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(g) Taking down, making good and re-erecting any Works which is not in accordance with
the Contract specifications and/or requirements and replacing any materials as the
case may be.
(h) Permit to Work procedures and requirements to carry out field works in operating
facilities (Brown field) and new facilities (Green field)
(i) The Geographic, climatic, weather and cultural conditions pertaining in the Block
(j) Familiarization with site Conditions
(k) The Milestones, Milestone Dates, requirements and conditions for payment
(l) Temporary materials like pipe spools, blind flanges, gaskets, fasteners, etc required for
performing hydrotesting, flushing, tie in works during shut down.
(m) High pressure leak test of hydro carbon systems using Nitrogen before commissioning.
(n) Police clearance certificate & medical test requirement for all personnel
(o) Covid 19 requirements as per Company/Government guideline
(p) All statutory approvals as required for successful completion of Work.

1.13 In accordance with the provisions of this Agreement, the Contractor will be deemed
to have made itself fully familiar with the nature of the Services and has accounted for
in the rates, sums and prices set forth in this Exhibit C - Compensation (including in
Annexure-1 hereto) amongst other things:

Local conditions relating to weather and other operational conditions;


access; employment; labour conditions, Taxes; Applicable
Laws; customs and excise duties, except as allowed for
under this Agreement; provision of commercial invoices;
and conditions in and in the vicinity of the Block;

Profit & Overheads including the Contractor’s offices, head office and site
offices, rent, Taxes, insurance, maintenance, lighting,
heating, air conditioning, telephone, telex, computer
hardware and software, postage, stationery, drawing
materials and the like and all other expenses and costs in
connection with the foregoing; salaries, allowances and
insurances for members of the Contractor’s management
and other staff not directly engaged in the Services; all
other expenses or outgoings incidental to the clerical work
of the Contractor’s establishment and to the general
running and management of the business;

Financing Costs including contingent expenses, liabilities, risks insurances


(other than those specified as being supplied by
Company), and services required to comply with this
Agreement, the costs of which are to be borne by the

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Contractor (including for the avoidance of doubt its
Subcontractors);

Logistics all sums in respect of the cost to the Contractor of its use
of agents or Subcontractors including handling charges,
transport, visas, preparation, submission and expediting of
Essentiality Certificates; loading and unloading;

Insurances all costs in respect of insurances to be provided by


Contractor;

Supervision all costs for the provision of proper supervision for the
Services;

Safety all costs in respect of safety to be provided by Contractor,


including personal protective clothing including without
limitation safety boots and hats, coveralls, goggles, safety
belts, etc. and all other expenses associated with
compliance to the safety measures described in this
Agreement, all replaced as necessary during the Term;
and

General all other contingent costs, expenses, liabilities, risks,


services and responsibilities in connection with the
performance of the Services and the compliance by
Contractor with its obligations under this Agreement.

1.14 The rates, sums and prices set forth in this Exhibit C - Compensation (including in
Annexure-1 hereto) are fully inclusive of all costs incurred by Contractor in respect of
the Services as per Exhibit B - Scope of Services and other Contractor Items and
will specifically include:

Equipment all materials in support of Contractor Items together with


costs and expenses of finance, hire, depreciation,
replacement cost;

Materials proper storage, inventory carrying, care, handling, shelf


life, wastage and losses in handling materials;

Maintenance and Repairs including labour; plant, parts, consumables and materials
to maintain, overhaul and repair the Contractor Items either
in accordance with a planned maintenance schedule, or in
the event of unplanned maintenance/breakdown, including
where appropriate the cost of temporary replacement
Contractor Items while maintenance or overhauls are being
carried out, cost of mobilising / demobilising and
replacement equipment, labour, plant or materials and
warranty costs; and

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Sundry Costs Permits, Taxes and all other costs not specified but
associated with provision of the Contractor Items.

Warranty and defects liability obligations

Applicable Government taxes, duties and the like

Compliance with Company’s regulations and procedures, Government and


Statutory regulations

1.15 The rates, sums and prices set forth in this Exhibit C - Compensation (including in
Annexure-1 hereto) are fully inclusive of all costs and expenses for personnel and
will specifically include the following:

Salaries All costs, premiums and payments for personnel including


salaries/wages, allowances, bonuses, incentive payments,
overtime, pensions, holidays, severance payment in lieu of
notice, employers insurance, work permits and all other
payments made or costs incurred in engaging personnel;

Rotation The cost of interim travel to and from any location,


including travel days, accommodation, subsistence, travel
tickets, etc., for all personnel working on rotational basis;

Expenses Including fares or transport, subsistence allowances,


traveling time, visas, medical cover and expenses,
including accommodation or camp facilities;

Insurance all Insurance required under this Agreement;

Welfare any other outgoings or prescribed payments including


contributions relating to national or local industrial
agreements, safety induction courses and emergency
procedure testing;

Training including attendance at safety induction courses and


testing and emergency procedure testing, on-site or on-
location training / safety drills as may be required either by
Company or Contractor, and such other on-site training as
Contractor may normally provide or as may be required by
the Agreement, Applicable Laws or good international
petroleum industry practices;

Sundries provisions and use of all consumables, temporary


materials, and the like including but not necessarily limited
to cleaning chemicals and testing paraphernalia; fuels; oil

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and lubricants; all replaced as necessary during the Term.
Any other outgoing or prescribed payments.

2.0 TAXES

2.1 The rates, sums and prices set forth in this Exhibit C - Compensation (including in
Annexure 1 hereto) are:

(a) inclusive of all Indian direct Taxes (including without limitation personnel Taxes,
withholding Taxes and corporate Taxes) now or hereafter levied or imposed on
Contractor;

(b) inclusive of all non-Indian Taxes (whether direct or indirect) now or hereafter levied or
imposed on Contractor; and

(c) inclusive of the following Indian indirect taxes at the rates/amounts stated below:

Tax Rate Amount


GST (IGST as agreed in Price Table to this Exhibit Refer note below and Tax regime
and/or C (Compensation) overview made part of this
CGST + Compensation Schedule.
SGST)

2.2 Contractor will separately state the taxes listed in (c) above in all invoices submitted to
the Company under this Agreement (refer Tax regime Overview).

2.3 WHT/TDS under Income Tax Act will be deducted as per the applicable rates for the
time being in force. The same will be to the Contractor’s account.

2.4 GST TDS under Rajasthan VAT will be deducted as per the applicable rates for the
time being in force. The same will be to the Contractor’s account.

2.5 Any Import under this Agreement will be in the name of Contractor’s IEC code only.

3.0 PRICING
The Price Tables (A, B and C) are provided under Annexure-1 to this Exhibit C –
Compensation.

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Table - A - LUMPSUM TURNKEY CONTRACT PRICE
for Surface Facility Development of Well-pads, Well Hook-ups and New Facility at
RDG and Bridge. The Contract Price hereunder is for development of Facilities in
accordance with Exhibit B – Scope of Services.

Table - B: Optional Rates

Optional Rates for Surface Facilities as per Exhibit B - Scope of Services

Table - C: Recommended Spares

Recommended Spares as per Exhibit B - Scope of Services

Bidders to review the quantities as per Exhibit B - Scope of Services, and quote lump sum
prices accordingly. Bidder to quote the price considering the assessment made on the basis
of technical scope of work and bidder shall not be entitled to any claim/ payment/ adjustment
due to variation in quantities for such line items. CONTRACTOR shall not mention the
verified quantity but deemed to have been included in the Lump Sum price.

4.0 PREAMBLE TO SCHEDULES

4.1 Lump sum Turnkey Contract Price

The lump sum turnkey contract price is an all-inclusive price for surveys (Pre-
engineering, pre-installation, site visits etc.) complete project management, detailed
engineering, procurement, expediting, inspection, supply, transportation, handling,
fabrication, erection, installation, certification, clearances, construction, pre-
commissioning, mechanical completion, testing, Commissioning of the Facilities, PGTR
and Initial Operations of complete Facilities including as built documentation, as per the
Scope of Work, Specifications and inclusive of but not limited to all taxes, duties,
insurance and other commercial requirements all in accordance with the provision of
this Contract (“Lump Sum Turnkey Contract Price”) and shall be the amount
mentioned in Sr. no. 1,2 and 3 of Table A. Contract Price will be deemed to include the
cost for anything required for execution of the Contract under included provisions.

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The Lump sum Turnkey Contract Price provided represents full compensation for
complete performance of the Works as described in Exhibit B – Scope of Services,
compliance with all terms and conditions of the Contract and completion of all
obligations by the Contractor.

5.0 MOBILISATION AND DEMOBILISATION

5.1 Mobilization shall also include but not limited to,


a) Site Setting survey, Contractor’s administrative arrangement & site
supervision in line with the requirements of the Scope of Services.

b) Making ready Contractors’ camp, labour camp/residential arrangements,


Contractor’s facilities like stores, fabrication yard, plant & machinery.

c) Making ready other facilities like office buildings, necessary sign boards,
medical facilities and other related establishments on health, safety &
environment.

d) Setting up of calibration & testing facility to carry out the calibration &
testing as laid out in the Scope of Services.

e) Setting up Warehouse for appropriate storage of project material and


free issued material. The Contractor shall maintain an air-conditioned
warehouse, if required, for storage of sensitive instruments.

f) Provide security, lighting, power, heating, water, telephones,


reproduction equipment, computer & software, racking & storage aids,
office furniture and equipment, site shelters, weather protections and like
all other arrangements of whatever nature required for the execution of
the Works.

g) Setting up and establishment of project offices to an operational level


whereby Contractor is able to execute the Project Management and
constructions activities in accordance with the Agreement. Mobilization
shall include but not be limited to the deployment in the project offices of
all personnel required to start the Works in accordance with Exhibit B -
Scope of Services. The Contractor shall notify the Company when the
project offices are fully mobilized and ready to commence the Works.
The total price of mobilization and demobilization shall include but not be
limited to mobilization, maintenance and demobilization of all project
offices on completion of the Works

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h) Procurement of all key materials to carry out fabrication as laid out in the
Exhibit - B (Scope of Services).

i) Leasing of land for the above requirement from local.

j) Temporary roads and yards

k) Medical facilities and first aid post; tie-up with doctor(s) / hospital(s)
nearest town / city for emergency treatment.

5.2 Unless otherwise provided for herein, the contractor shall be responsible for all
mobilization and demobilization of its personnel, equipment, and material to and from
the site or the company designated supply base.

5.3 The contractor’s representative shall prepare tools and equipment for back-loading and
complete a detailed manifest.

5.4 The lump sum contract price shall include but not be limited to the provision and
maintenance of accommodation for all contractor’s personnel and facilities required by
company at the site. The lump sum contract price shall include but not be limited to all
temporary work being constructed and operated in full compliance with the company’s
requirements and the regulations and standards for the duration of the agreement. The
lump sum contract price shall include but not be limited to mobilization, maintenance
and demobilization of all temporary work on completion of the work.

5.5 All sites used for project purposes shall be restored, complete payment to be made for
leased land and lease agreement to be closed by contractors.
a) Contractor shall obtain ‘no-dues certificate’ signed by the land owner and
submit to Company.
b) Contractor shall indemnify Company from any claim by locals, or
contractors from other places, engaged for works, supplies or services.
6.0 COMPANY CONSENT
No payment will be made by the Company for Services that are defective. Nothing in
this Contract shall entitle the Contractor to demand payment for any labour, plant,
facilities or utilities furnished without securing any approvals required in accordance
with the Contract. With respect to payment entitlement, the Parties agree that in the
event of conflict, the provisions of this paragraph shall prevail over all others in this –
Exhibit C - Compensation.

7.0 INVOICING AND PAYMENT SCHEDULES

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Invoices shall be submitted to the Company on completion of the payment milestones
set out in Exhibit J.
A Milestone shall be construed to be achieved if all the activities as detailed against
that Milestone have been completed by the Contractor and certified by the Company
Representative
Contractor shall submit invoice along with the copies of the work completed and
certified by the Company Representative as per the agreed milestone formula in
accordance with Clause 16 of Service Agreement.

7.1 BREAK UP OF PAYMENT


7.1.1 Payment terms shall be as follows:

(1) 90% payment at pre-defined milestones (As per Exhibit - J Payment Milestones)
(2) 10% fees retained
(3) Overall retained amount (minus LDs) paid at overall project Completion at the
commissioning of Surface Facilities or acceptance of last well Hook-up, whichever is
later

Payment shall be made as per the milestone schedule under Exhibit J, if the
Contractor complies and performs all Services in accordance with the Agreement. All
the invoices shall be supported by requisite documents and duly certified by
Company’s Representative.
7.1.2 Contractor shall submit a Performance Bank Guarantee (PBG) (Exhibit-E1) for an
amount equivalent to 10% of the callout order value within 14 days of Effective Date.
Submission of PBG is a prerequisite for any payment against this Contract.
7.2 Statement of hire charges: A monthly detailed statement of the hire charges incurred in
respect of tools, plant, and equipment etc., supplied by the Company (if applicable and
provided by Company at its sole option) shall be submitted by the Contractor duly
authorized by the Site-in-charge. The amount indicated will be recovered from any
amount due to the Contractor.
7.3 For Foreign Bidders, all payments prior to delivery of goods at site, shall be deemed as
Advance and Contractor shall need to submit an ABG equivalent to milestone value
valid up to one month beyond the Delivery Date of the goods at site for the payments
to get affected. This requirement is in line with FEMA guidelines (refer clause No. 7.4
below)

Note:
(i) The Contractor shall submit to Company an invoice of the value of the work
executed supported with relevant documents.

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(ii) Company or its authorized representative shall check the Contractor's invoice
statement and certify the amount to be paid to the Contractor and forward the
certified bill for processing payment.

(iii) Deductions as per the Agreement if applicable shall be made by Company prior
to release of such payment

(iv) The final bill shall be submitted by the Contractor within one month of the actual
date of completion of the Scope of Services;

(v) Payments shall be adjusted for deductions for advance payments (if any), and
other recoveries in terms of the Agreement and taxes, at source, as applicable
under the law.
.
7.4 FEMA GUIDELINES
All foreign currency (FCY) payments from the Company come under the purview of
Foreign Exchange Management Act (FEMA) guidelines. The major provisions of
FEMA guidelines are as follows:
(a) Company shall not make any advance payments:
i. exceeding US$5 Million without the submission of advance bank guarantee
of equivalent amount in the event of supply scope. All milestones prior to
the delivery of Goods shall be deemed as advance under the Agreement.
ii. exceeding US$500,000 without the submission of advance bank guarantee
of equivalent amount in the event of services scope
(b) Company shall not make payment in FCY for the Goods sourced from India.
(c) Company shall not make payment for the Goods if not correctly declared in
the shipping documents irrespective of whatsoever delivery terms agreed
under the Agreement.
Company shall not make payment in FCY to the Contractor incorporated in India.

7.5 WITH HOLDING PAYMENTS


Company may withhold part or whole of any payment claimed by the Contractor which
in Company’s opinion is necessary to protect itself from loss on account of:
a. Defective Works not remedied or guarantees not met.
b. Failure by the Contractor to indemnify the Company.
c. Failure by Contractor to make due payments for materials supplied or labours
employed by him.
d. Damage to other contractors, Company or other property.
e. Failure to meet mutually agreed schedules.
f. Failure by the Contractor to indemnify Company from Taxes paid by the
Company.

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ATTACHMENTS:

Annexure-1: Price Tables

1. Table A: Lump Sum Turnkey Contract Price as per Exhibit B - Scope of Services

2. Table B: Optional Rates for Surface Facilities as per Exhibit B - Scope of Services.

3. Table C: Recommended Spares for Surface Facilities as per Exhibit B - Scope of


Services.

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