HINDUSTAN PETROLEUM CORP. LTD. - HPCLtenders.hpcl.co.in/tenders/tender_prog/TenderFiles/8791/Tender/... · Excise Duty Registration for storage of Mixed Bonded product. ... The job

HINDUSTAN PETROLEUM CORP. LTD. Tender no: 13000113-HD-14001

Seal & Signature of Tenderer Page 0 of 55

MINUTES OF PRE BID MEETING PUBLIC TENDER NO: 13000113-HD-14001

HIRING OF STORAGE TANKS FOR FO (380/180) CST AND HFHSD AND TERMINALLING SERVICES FOR BUNKERING AT COCHIN PORT

DATE: 05.09.2013 VENUE: HPCL KOCHI DSRO Prospective Bidders present

1. HHA Tanks Pvt Ltd – Mr Mohandas

2. Ganesh Benzoplast – Mr Biju George & Mr.Venu Krishnan

3. Konkan Storage Systems Pvt Ltd – Mr Sebin George

HPCL

1. H Padmanabhan, ChM gr – Procurement DS

2. Ashish Khanna – Sr.Mgr – Marine Sales

3. Hemant Dhamija, SRM – Kochi DSRO

4. George Zacharia, Manager – I&C, Kochi DSRO

Ch.Manager Procurement welcomed the participants and made a PPT presentation. Thereafter the prospective bidders present raised following queries and responses have been given by HPCL. Query 1: Bidders wanted to have more clarity on minimum pumping rate given in tender: Answer: It was explained that defined pumping rates were for respective products at ambient temperature. Query 2: Is Excise Registration , ISO Certificate from DG –Shipping & DM’s NOC , as given in Tender document page number: 18 required. Answer: Successful bidder shall give HPCL all requisite documents and the assistance for obtaining

Excise Duty Registration for storage of Mixed Bonded product. ISO Certificate from DG- Shipping - Documentary support to be provided by the successful

bidder to enable HPCL obtain DG Licence for bunkering , basis ISO certification wherein Hired Tanks are incorporated and obtained by HPCL.

DM’s NOC- Submission of the is not compulsory and is optional for all Bidders. Query 3: Security Deposit should not be insisted upon since Product Guarantee of Rs.50 Lakhs is already being taken against tender. Answer : The same has been agreed and changes shall be advised accordingly. Query 4 : Will HPCL assure any minimum business against the tender? Answer: No. However, the approximate thruput volumes anticipated in the next 5 years are as under :

380 cst in MT 180 cst in MT HFHSD in KL Year 1 144000 40000 35000 Year 2 156000 45000 45000 Year 3 180000 50000 50000 Year 4 192000 55000 55000 Year 5 236000 60000 60000

Query 5 : Will HPCL allow an escalation in quoted rates? Answer: No escalation shall be allowed against the tender. Query 6 : What is the basis of determining minimum tank size? Answer: This is required to accommodate the minimum parcel size. The meeting concluded with vote of thanks.



HINDUSTAN PETROLEUM CORPORATION LIMITED

DIRECT SALES DEPARTMENT, 2nd FLOOR, HINDUSTAN BHAVAN 8, SHOORJI VALLABHDAS MARG BALLARD ESTATE, MUMBAI - 400 001 TEL No: 022-22637280 FAX No: 022-22671077 / 22637283 Email: [email protected]

TENDER No: 13000113-HD-14001

TENDER DOCUMENT

FOR

HIRING OF STORAGE TANKS FOR FO (380/180CST) AND HFHSD AND TERMINALLING SERVICES FOR BUNKERING AT COCHIN PORT



HINDUSTAN PETROLEUM CORPORATION LTD

DIRECT SALES SBU, 2ND

FLOOR, HINDUSTAN

BHAVAN, 8,SHOORJI VALLABHDAS MARG

BALLARD ESTATE, MUMBAI - 400001

TEL : 91 – 22 – 22637280/ 22637217

FAX No : 91 – 22 – 22671077 / 22637283

COVERING LETTER REF : LUB/PUR/HP/MM Dated : 30/08/2013

Public Tender No. : 13000113-HD-14001

Subject : Hiring of Storage Tanks for FO (380/180cst) and HFHSD and

Terminalling Services for Bunkering at Cochin Port

Contract Period : 5 years from the date of LOI/PO or till exhaustion of PO quantity,

whichever is earlier.

Due Date : 19/09/2013 @ 11.30 Hrs

EMD : Rs. 10.50 Lakhs

Pre- Bid Meeting : On 05/09/2013 @ 11.00 Hrs

Dear Sirs

We invite your most competitive e-bid (Public e-tender) online only at site https://etender.hpcl.co.in

for Hiring of Storage Tanks for FO (380/180cst) and HFHSD and Terminalling Services for

Bunkering at Cochin Port, for a period of 5 years from the date of LOI/PO or till exhaustion of

PO quantity, whichever is earlier.

HPCL is planning to Hire Storage Tanks and Terminalling Services for Furnace Oil (FO) 380/180 cst

and High Flash High Speed Diesel (HFHSD) from reputed Tankfarm Operators for Bunkering

Operations in Kochi. The job will include storage of FO 380/180cst/HFHSD (duty paid and duty free) ,

Tank Truck decanting for product receipt from HPCL, receipt through pipeline from HPCL chartered

vessels or other HPCL sources, pumping of fuel to barges/vessels calling at Cochin port.

https://etender.hpcl.co.in/



The hiring of facilities and Terminalling Services will be for period of 5 years or till exhaustion

of PO quantities, whichever is earlier.

The various documents to be scanned / uploaded (duly signed and stamped by the tenderers) along

with your tender, as follows.

ATTACHMENT I PRE QUALIFICATION CRITERIA

ATTACHMENT II SCOPE OF WORK

ATTACHEMNT III GENERAL TERMS AND CONDITIONS

ATTACHMENT IV

SPECIAL TERMS AND CONDITIONS

ATTACHMENT V

UNPRICED BID TO BE SCANNED AND

UPLOADED ONLINE

ATTACHMENT VI DECLARATIONS IN TECHNICAL BID

ATTACHEMENT VII DEVIATION SHEET

ATTACHMENT VIII FORMAT FOR BANK GUARANTEE IN LEIU OF EMD

ATTACHMENT IX DRAFT AGREEMENT COPY

ATTACHMENT X FORMAT FOR BANK GUARANTEE AGAINST HPCLs PRODUCT

ATTACHMENT XI INTEGRITY PACT

PRICED BID

TO BE FILLED ONLINE

IN PRICED BID

Bids are to be submitted online only at site https://etender.hpcl.co.in. Bids received in any other form

shall not be accepted. For on-line bidding, please visit website

https://etender.hpcl.co.in, click the link “Vendor Instruction Manual” and follow the procedure given

therein.



The tenderers are required to submit their offer in two parts, namely “Technical Bid and Priced Bid”.

Technical Bid is needed to be scanned and uploaded on e-proc site & Price Bid has to be filled in the

online system. Whereas EMD (DD/BG) and Integrity Pact duly signed and sealed has to be submitted

in the envelope superscribed EMD as applicable against tender number & subject & dropped into

“Tender Box for DIRECT SALES” at Ground Floor, Hindustan Bhavan, 8, Shoorji Vallabhdas

Marg, Ballard Estate, Mumbai - 400 001, before due date & time.

The EMD (Original BG/ Original DD) and Original Integrity Pact should be dropped in the

tender box for Direct Sales at Hindustan Petroleum Corp. Ltd., Ground Floor, Hindustan

Bhawan, 8, S. V. Marg, Ballard Estate, Mumbai 400 001.

IF EMD (ORIGINAL BG/ ORIGINAL DD)AND ORIGINAL INTEGRITY PACT IS NOT

SUBMITTED ON OR BEFORE TENDER DUE DATE & TIME IN PHYSICAL FORM, YOUR

QUOTATION WILL BE REJECTED.

ALL REVISIONS ,CLARIFICATIONS ,CORRIGENDA ,ADDENDA ,TIME EXTENSIONS

ETC.,TO THE TENDER WILL BE HOSTED ON HPCL WEBSITE

(www.hindustanpetroleum.com) ONLY. BIDDERS SHOULD REGULARLY VISIT THIS

WEBSITE TO KEEP THEMSELVES UPDATED.

PLEASE NOTE THAT QUERIES RELATED TO SCOPE OF JOB, TENDER

SPECIFICATIONS, TERMS & CONDITIONS ETC. SHOULD BE EMAILED LATEST

BEFORE THE 6 DAYS OF DUE DATE/EXTENDED DUE DATE TO

Ms. Maureen Maheshwari, Manager Purchase DS– e-mail ID [email protected]

Ph: 022-226372280

Mr G. Zachariah - Cochin Direct Sales RO, Tel No : 0484, 2314543, 2314427 email-

[email protected]

GENERAL INSTRUCTIONS FOR E-PROCUREMENT:

Bidders are required to submit offer in HPCL‟s E-Procurement system (https://etender.hpcl.co.in)

only.

i. In case of any deviation from Tender Specification and “Terms & Conditions”, details of the same

has to be mentioned in the deviation form provided therein.

ii. Scanned copy (with vendors seal & signature) of Technical Document, detailed literature along with

pamphlets and performance curves as applicable shall be uploaded on HPCL‟s E-Procurement system.

http://www.hindustanpetroleum.com/

mailto:[email protected]



TECHNICAL SUPPORT & HELP FOR E-PROCUREMENT SYSTEM

In case of any issue in logging into the site or any issue in Uploading certificate/Bid preparation/Bid

submission you may call on this Telephone No - 022-42100111. The help-desk services shall be

available from Monday to Saturday, between 10.00AM to 6.00PM only, except Public holidays.

In case, the above Phone is unreachable, you may alternately call on the Mobile no. 08108-988-611

but only on the days and time given above.

1. This is an e- tender and bids are to be submitted on-line only. Response in any other form shall not

be accepted.

2. While on-line bidding, bidders would be required to upload the scanned copy in PDF-format of

EMD instrument.

3. For bidding it is suggested that bidders should not wait for last date/ tender due date for their

bid preparation as several documents are to be uploaded in the offer and prices are to be entered

on screen for all items. There is a facility to keep the bid ready in the system for final submission,

however bidders are requested to keep sufficient time margin with them for modifications,

connectivity issues etc. For details please refer tender document.

4. For New Vendors/ First time Users: The process of e-registration in HPCL e-procurement

portal http://etender.hpcl.co.in involves following steps;

I. Clicking on enrolment option available at above referred site and selecting desired user id,

password, email id, company name & submitting.

II. After submitting the details, a challenge phrase from HPCL server will be send to vendor‟s

email id. Then again vendor has to go to above referred site & choose login option by using his

user name, password and challenge phrase and complete two pages having company name,

company short name, incorporation type, address, email, contact person, contact number,

numbers of years of company incorporation, Indian or foreign bidder, PAN number in case of

Indian bidder (foreign bidder has to provide his tax number at this place which is used for filing

income tax returns in their respective countries), phone number and fax number.

III. These two steps can be completed by the bidders. After completion of registration bidders shall

contact any of the following officers for approval of registration:

i. Shri H Padmanabhan, Ch. Manager Procurement – DS Tel No:022-22637217 E-mail:

[email protected]

ii. Ms. Maureen Maheshwari, Manager Purchase – DS Tel No: 022-22637280 E-mail ID:

[email protected]

5) After approving the registration, bidder will be in a position to participate e- tender inquiry.



Please note, to respond to the tenders which will be published in our website, Bidders will have

to obtain digital certificate (which is must for online bidding and compatible with HPCL

website), meant for tendering purpose, having the facility of data encryption and decryption so

that bidders may be in a position to submit their online bids, encrypt it, sign it and it can be

decrypted and opened at due date and time by HPCL authorized representative.

Notes :

Tenderer is advised to visit website https://etender.hpcl.co.in. and download tender document.

An Index of the whole set of Tender Documents including all attachments with respective page nos. is

to be attached as first page of your Bid Response.

1) Purchase orders will be finalized on one overall lowest party for 100% Contract Value

considering Net delivered rate for HPCL. Net delivered rate shall be calculated on the basis of the

tender quantity, quoted rates, applicable taxes net of input service tax credits.

2) Tenderer should read tender conditions carefully and upload the same duly signed by them in token

of having read, understood and accepted the tender conditions. Tenderer is requested to scan and

upload entire tender set (duly filled and signed ) along with their offer at provided place.

3) Vendors shall fill the online Priced Bid for „Basic price‟ and duties and levies thereof in line with

the online Priced Bid Format. DO NOT UPLOAD PRICES IN THE TECHNICAL BID OF THE

TENDER. Levies and duties quoted in the un-priced bid will be considered final. Changes in Price

Bid will not be allowed after the tender due date.

4) If EMD (BG/ DD) and Integrity Pact is not scanned & uploaded along with

Technical/Unpriced Bid & original EMD (BG/DD) and Original Integrity Pact physically not

submitted before due date & due time, your quotation will be rejected.

5) The EMD and „Integrity Pact‟ (sealed envelope with Tender Number & due date superscribed on

envelop) should be dropped in “Tender Box” for Direct Sales at Ground Floor, Hindustan Bhavan,

8, Shoorji Vallabhdas Marg, Ballard Estate, Mumbai - 400 001.

6) Late / delayed EMD received after the stipulated last date & time for receipt of tenders, due to any

reason including postal delay, will not be considered.

https://etender.hpcl.co.in./



7) Any tender received late or not conforming to the terms and conditions prescribed in the tender

documents are liable to be rejected. Tenders with Counter terms / conditions or modifications of

stipulated clauses are liable to be rejected.

8) The system time (IST) displayed on the E procurement Web page will be considered for

determining the expiry of the due date and time and no other time will be taken into consideration.

HPCL will not take any responsibility for the late submission of Bids online due to the reasons for

lack of connectivity, non availability of site, failure to upload any documents etc.

9) Tenderers are advised in their own interest to quote strictly as per Terms and Conditions of

the Tender and not to add any conditions of their own or to modify the terms and conditions

stipulated in the Tender. In case of any deviations to the Tender Terms & Conditions, the

same should be submitted separately in the format as per Annexure VII.

10) The Integrity Pact duly signed by the authorized official of HPCL and the Contractor, will form

part of this contract / supply order.

Proforma of Integrity Pact (which is issued along with the bidding document) shall be returned

by the bidder along with technical bid, duly signed by the same signatory who signs the bid i.e.

who is duly authorized to sign the bid. All the pages of the Integrity Pact shall be duly signed

by the same signatory. Bidder‟s failure to return the Integrity Pact along with the bid, duly

signed, shall lead to outright rejection of such bid.

If the Bidder has been disqualified from the tender process prior to the award of contract

according to the provisions under Integrity Pact, HPCL shall be entitled to demand and recover

from bidder Liquidated damages amount by forfeiting the EMD/Bid security (Bid Bond) as per

provisions of Integrity Pact.

If the contract has been terminated according to provisions of the Integrity Pact, or if HPCL is

entitled to terminate the contract according to provisions of Integrity Pact, HPCL shall be entitled

to demand and recover from the Contractor liquidated damages amount by forfeiting the

Performance Bank Guarantee / Security Deposit as per Integrity Pact.

11) This tender is governed by Grievance Redressal Mechanism as prescribed in HPCL Website:

www.hindustanpetroleum.com

12) All revisions ,clarifications ,corrigenda ,addenda ,time extensions etc.,to the tender will be hosted on HPCL website (www.hindustanpetroleum.com) only. Bidders should regularly visit this website to keep themselves updated.





PRE- BID MEETING : A Pre Bid meeting will be held on 05/09/2013 at HPCL Kochi

DSRO, Karshaka Road, Kadavanthara, Kochi - 682016, at 11.00 Hours.

For any information/clarification regarding the tender, the following persons may be contacted :

Related to only the technical scope of the tender: Mr G. Zachariah - Cochin Direct Sales RO, Tel

No : 0484, 2314543, 2314427 email- [email protected]; Related to commercial, evaluation,

finalisation : Ms Maureen Maheshwari , Manager-Purchase (DS BU) ; Tel No : 22637280, email

– [email protected].

Vendor to immediately bring to the notice of HPCL any discrepancy/duplication of which will be final

binding.

HPCL reserves the right to reject any offer in part or full without assigning any reason whatsoever.

Thanking you,

Very truly yours,

H Padmanabhan

Ch. Manager – Procurement (DS)

mailto:[email protected]



ATTACHMENT - I MINIMUM QUALIFYING CRITERIA / PRE – QUALIFICATION CRITERIA: Tenderer who fulfil the following Minimum Qualifying Criteria shall submit their documents against this tender, supporting the following criteria along with the Un-Priced Bid: 1. Average Annual Financial Turnover of the previous 3 financial years viz. 2009-10, 2010-11 & 2011-12 should not be less than Rs. 75,00,000/- (Rupees Seventyfive Lakhs Only). Please submit notarised copy of audited Profit & Loss Statement / Certification from Chartered Accountant for the last 3 years viz. 2009-10, 2010-11 & 2011-12. 2. Technical: The tenderer should have the experience of having successfully completed similar work during the last 7 years, period ending 31st July, 2013, as follows: 3 orders worth minimum of Rs. 100 Lakhs each or 2 orders worth minimum of Rs. 125 Lakhs each or 1 order worth minimum of Rs. 200 Lakhs Similar Work: For the purpose of this Tender, Tank Terminalling Services for White Petroleum Oil or Black Petroleum Oil , will be considered as similar works. Please submit copy of Purchase Orders or Work Order or Certificate/Letter from end user stating that the PO/ Work Order have been completed satisfactorily. 3. EMD: Rs. 10.50 Lakhs.

4. Affiliates: Only one affiliate shall apply. Parties who are affiliates of one another can decide which Affiliate will make a bid. Only one affiliate may submit a bid. Two or more affiliates are not permitted to make separate bids directly or indirectly. If 2 or more affiliates submit a bid, then any one or all of them are liable for disqualification. However upto 3 affiliates may make a joint bid as a consortium, and in which case the conditions applicable to a consortium shall apply to them. “Affiliate” of a Party shall mean any company or legal entity which: (a) controls either directly or indirectly a Party, or (b) which is controlled directly or indirectly by a Party; or (c) is directly or indirectly controlled by a company, legal entity or partnership which directly or indirectly controls a Party.



“Control” means actual control or ownership of at least a 50% voting or other controlling interest that gives the power to direct, or cause the direction of, the management and material business decisions of the controlled entity. Bids may be submitted by: a) a single person/ entity (called sole bidder); b) a newly formed incorporated joint venture (JV) which has not completed 3 financial years from the date of commencement of business; c) a consortium (including an unincorporated JV) having a maximum of 3 (three) members; Fulfilment of Eligibility criteria and certain additional conditions in respect of each of the above 3 types of bidders are stated below, respectively: a) The sole bidder (including an incorporated JV which has completed 3 financial years after date of commencement of business) shall fulfil each eligibility criteria. b) In case the bidder is a newly formed and incorporated joint venture and which has not completed three financial years from the date of commencement of business, then either the said JV shall fulfil each eligibility criteria or any one constituent member/ promoter of such a JV shall fulfil each eligibility criteria. If the bid is received with the proposal that one constituent member/ promoter fulfils each eligibility criteria, then this member/promoter shall be clearly identified and he/it shall assume all obligations under the contract and provide such comfort letter/guarantees as may be required by Owner. The guarantees shall cover inter alia the commitment of the member/ promoter to complete the entire work in all respects and in a timely fashion, being bound by all the obligations under the contract, an undertaking to provide all necessary technical and financial support to the JV to ensure completion of the contract when awarded, an undertaking not to withdraw from the JV till completion of the work, etc. c) In case the bidder(s) is/are a consortium (including an unincorporated JV), then the following conditions shall apply: 1) Each member in a consortium may only be a legal entity and not an individual person; 2) The Bid shall specifically identify and describe each member of the consortium; 3) the consortium member descriptions shall indicate what type of legal entity the member is and its jurisdiction of incorporation (or of establishment as a legal entity other than as a corporation) and provide evidence by a copy of the articles of incorporation (or equivalent documents); 4) One participant member of the consortium shall be identified as the “ member” and contracting entity for the consortium; 5) This prime member shall be solely responsible for all aspects of the Bid/Proposal including the execution of all tasks and performance of all consortium obligations; 6) The prime member shall fulfil each eligibility criteria; 7) a commitment shall be given from each of the consortium members in the form of a letter signed by a duly authorized officer clearly identifying the role of the member in the Bid and the member’ commitment to perform all relevant tasks and obligations in support of the Prime/lead member of the Consortium and a commitment not to withdraw from the Consortium;



8) No change shall be permitted in the number, nature or share holding pattern of the Consortium members after pre-qualification, without the prior written permission of HPCL. 9) No change in project plans, timetables or pricing will be permitted as a consequence of any withdrawal or failure to perform by a consortium member; 10) No consortium member shall hold less than 25% stake in a consortium; 11) Entities which are affiliates of one another are allowed to bid either as a sole bidder or as a consortium only; 12) Any person or entity can bid either singly or as a member of only one consortium. Bids not meeting the above 4 Pre-Qualification Criteria will be rejected.



ATTACHMENT - II

Tender No. : 13000113-HD-14001





SCOPE OF JOB:

This Tender envisages Hiring of External Tankages and providing Storage and Terminalling services

at Cochin Port. The Job includes storage of FO(380/180 cst)/HFHSD (Duty Paid and Duty free) , TT

decanting for Product receipt from HPCL , Receipt through Pipeline from HPCL Chartered Vessels,

Other HPCL Sources and Pumping of Fuel to Vessels/Barges calling at Cochin Port.

At the end of the Contract Period, the balance pumpable quantity will be pumped to Tank Trucks to be

placed by HPCL, at no extra cost.

Vendors are required to possess the following Infrastructure for timely and exact Delivery of Bunkers

to the Vessels:

1. 2 Nos. Storage Tanks for HFHSD of safe capacity 1 to 2 TMT (EACH) and 4 to 5 nos. for

Furnace Oil (380/180 cst) of safe capacity 3-4 TMT (EACH) are proposed to be hired. The

offered tanks for FO 380 cst must have heating arrangement.

Heating arrangement for FO 380cst product Tank, for proper pumping to be made available as and

when required. Cost of heating will be reimbursed by HPCL as per usage only. Rates quoted shall

be exclusive of heating charges.

2. Dedicated pipelines/pumps for pumping and receipt of HFHSD and Furnace Oil i.e separate Black

Oil and White Oil lines are required for the purpose with pigging arrangement exclusively for use

by HPCL.

3. Minimum 2 bay Gantry each for FO/HFHSD for loading/unloading operations.

4. Generator Power backup/Manpower/Weighing Bridge/Other infrastructure as required

for running these facilities in good order.

Non – Compliance of the above 4 conditions may render the bid liable for rejection.



5. The Hiring of facilities will be for period of 5 years or till exhaustion of PO quantities,


6. HPCL does not guarantee any minimum THRUPUT Volume per month.



ATTACHMENT - III

Tender No. : 13000113-HD-14001





GENERAL TERMS AND CONDITIONS

1) Earnest Money Deposit (EMD) :

a) Tenderer will have to pay Earnest Money Deposit (EMD) as mentioned in the covering

letter or elsewhere in the tender document. EMD should be paid as under:

EMD AMOUNT MODE OF PAYMENT

Rs.10,50,000/-

Demand draft drawn in favour of Hindustan Petroleum Corporation Limited

payable at Mumbai from Nationalised Bank / Scheduled Bank (other than Co-

operative Bank) valid for 6 months from the due date or extended due date of

tender.

(OR)

Original Bank Guarantee from Nationalised Bank / Scheduled Bank (other

than Co-operative Bank) valid for 6 months from the due date or extended

due date of tender. Format is as per attachment.

b) Tenders / offers received without EMD will be rejected.

c) Cheques / Cash / Money Orders or any other documents are not acceptable towards EMD

and if EMD is paid in the form of such documents then tenders will be treated as

submitted “WITHOUT EMD” and such tenders will be rejected.

d) Linking with earlier transactions / adjustments with pending bills or any other amount

payable by HPCL is not allowed.

e) EMD refund will be made to unsuccessful tenderers after finalisation of the tender.

f) In case of successful tenderers, EMD refund will be made only after payment of

necessary Security Deposit against Purchase Order placed on them.

g) EMD will not carry any interest.

h) EMD will be refunded by Cheque.

i) EMD is liable to forfeiture in the event of :

i. Withdrawal of offer during the validity period of the offer.

ii. Non-acceptance of orders when placed.

iii. Non-confirmation of acceptance of orders within stipulated time after placement

of orders.



iv. Any unilateral revision made by the tenderer during the validity period of the

offer.

v. Non-execution of the Contract after acceptance of the contract / order due to any

dispute of the tenderers or any reason whatsoever.

vi. Non-payment of Security Deposit or non-submission / non-approval of sample

within stipulated period.

If the „Terminalling Services Agreement‟ is not signed and if Bank Guarantee is not

furnished within 30 days of placement of Purchase Order.

2) Validity of offer from Tenderer :

Offers should be valid for acceptance for a period of 120 days from the due date or extended due date

of the Tender. Once the tender is accepted and work awarded, the rates should be valid for the entire

contractual period. No tenderer will be allowed either to withdraw or to revise his offer after the last

date of receipt of tender. Any offer containing variations from our terms and conditions and or

containing counter conditions will not be accepted. Tenderers are advised in their own interest to

quote strictly as per terms and conditions stipulated by HINDUSTAN PETROLEUM

CORPORATION LTD. and not to add conditions of their own or to modify the terms and conditions

stipulated in the tender.

3) Acceptance of Tenders :

HPCL reserves the right to accept any tender in whole or in part or reject any or all tenders

without assigning any reason. The decision of HPCL in this connection shall be final.

4) General Instructions :

a) All entries and rates in the tender must be written in permanent ink or typewritten. Erasures,

over-writing or corrections if any should be attested under the full signature of the tenderer

b) Any tender received late or not conforming to the terms and conditions prescribed in the

tender documents is liable to be rejected.

5) Firm Price:

Quoted rate will remain firm throughout the validity period of contract/ order.

6) Security Deposit :

Security Deposit equivalent to 1% of basic value of order, will be submitted by successful

tenderer to our Disbursement Section (Payment Authority) otherwise the same shall be deducted

from successful tenderer‟s first bill. Earnest Money Deposit (EMD), will be refunded after

submission of Security Deposit. Linking with earlier transactions / adjustments with pending bills

or any other amount payable by HPCL, is not allowed.



Security Deposit will be towards faithful performance of the tender / order terms and satisfactory

supply of materials as per specifications and will not bear any interest. Security deposit shall be

refunded to successful tenderer directly by our Disbursement Section after producing a satisfactory

completion certificate from the location(s) where materials is supplied. PO No. & Date should be

indicated in the completion certificate /

letter. Security Deposit will be refunded by Cheque. Security Deposit shall be liable to be forfeited

wholly or in part in case the successful tenderer fails to supply or fulfil any of their contractual

obligations.

7) Payment Terms :

Payment will be made within 15 days from receipt of bills at the following disbursement section .

Payment Authority (HPCL Office at)

Disbursement Section,

HPCL Cochin DSRO

8) Validity of Order :

Order will be valid for a period of 5 years from the date of placement of letter of intent / purchase

order or till exhaustion of PO quantity, whichever is earlier.

9) Negotiations: HPCL reserves the right to negotiate with Tenderers. In the event of

negotiations, tenderer will be required to confirm the negotiations in writing. If tenderer fails

to comply with this requirement, HPCL reserves its right to ignore his quotation at its

discretion.

10) Interpretation: In case of any lack of clarity/ inconsistency/ ambiguity in the meaning or

interpretation of any Bid submitted to HPCL or any Terms and Conditions or words in the tender

document, then the interpretation of HPCL regarding the same shall be final and binding on all parties.



ATTACHMENT – IV

Tender No. : 13000113-HD-14001



SPECIAL TERMS AND CONDITIONS :

1. The successful bidder and HPCL shall jointly sign the the “TERMINALLING SERVICES

AGREEMENT” , within 30 days of placement of Purchase Order, the draft copy of which ia attached

to the tender as Attachment – VIII. This contract will be for period of 5 years from the date of LOI/PO

or till exhaustion of PO quantity, whichever is earlier.

2. Since the hired tanks will also store Bonded (Duty free) product, the necessary approval for

mixed bonding will be taken by HPCL from the Central Excise Department for HPC Product. The

Operator to provide all required support to HPCL which is deemed necessary for getting the approvals.

The Tanks hired by HPCL will be used only for their operation and no other product is to be stored in

the Hired Tanks. HPCL will be the sole Owner of the stored product and the Operator will have no

rights whatsoever to claim ownership or any other right on the Product. The operator will have to clean

such Tank before handing over to HPCL.

3. Rates to be quoted separately for Storage of FO 380/180 cst per MT and HFHSD per KL

basis. Payment for Storage of FO 380/180 cst/ HFHSD will be made on the "THRUPUT" of the

Product during a calendar month under the Head "HFHSD/FO Storage" .

"THRUPUT" is defined as under:

THRUPUT = OPENING STOCK IN THE HIRED TANK ON THE FIRST DAY OF THE

CALENDER MONTH. + RECEIPT IN THE HIRED TANKS DURING THE CALENDER MONTH

( from Vessel, TT or any other means)

Payment for pumping of the Product to the Vessel/Barge for Bunkering Operation will be made

separately under the Head " FO/HFHSD Pumping Charges " per MT or per KL respectively for actual

Delivery.

Payment against the contract , for each grade of product will commence individually and only

from the date of receipt of the first Parcel of the respective grade of product from HPCL . Tank

should be cleaned before taking HPCL Product in the Hired Tank. At the end of the Contract Period,

the balance pumpable quantity will be pumped to Tank Trucks.at no extra cost.



Operators are required to submit the quotation with Rates exclusive of all statuatory levies/taxes.

Statuatory levies/taxes as applicable to be shown separately.

4. Operator to provide Computer with following minimum Specifications and a clerk for

documentation and maintaining of records:

Pentium IV Processor of 256 MB RAM

40 GB Hard Disk

Color Monitor

Broadband Internet Connection and Modem

Printer: Dot Matrix, Phone/Fax for setting up a computer network with internet

access thru Broadband connection of adequate speed / bandwidth so that HPCL software may be loaded and invoicing done from this location.

Party to provide computer and related infrastructure for installing software for invoicing as and

when required. Billing provisions to be made by the successful party and they will operate on

software with limited menu. Supplies will be effected on authorization in writing from HPCL.

Under no circumstances, deliveries can be made to any customer or depot without proper

HPCL documents. In case it is found that operator has extended unauthorized shipments of

products without payment, the value of such cost of product shall be recovered @ 150% of the

value of such cost of product from the Operator.

5. The following Documents are to be submitted by the Bidders along with the Tender.

i) Copy of Excise Registration No.

ii) Availability of HFHSD/FO Storage tanks - Recap of your existing facilities - Pumping Rates /

Power Backup / Tanks and Bays, connectivity to the nearest Berth , other facilities required for

ensuring Quality and Quantity.

iii) Calibration Certificate of all offered Tankages.

iv) Copy of Explosive Licence

v) Layout drawing of the premises (drawing No. ______)

vi) DM's NOC, if applicable.

vii) PAN copy

viii) Copy of Pollution Control Board Clearance - if applicable

ix) Copy of PF Registration

x) Copy of Service Tax Registration

xi) Copy of Income Tax Return filed for the previous three financial years.

xii) List containing names of Directors

xiii) Bank Account details including NEFT details.

xiv) ISO Certificate (9000/14000/18000) if applicable.

xv) ISO Certificate/ Certificate from DG Shipping for Bunker supplies.

Any other document that HPCL might call for at time of processing the bid.

6. Services should be made available 24 X 7 days. Rates to be quoted should be on "all inclusive

basis" which includes working charges, Handling fees, STOCK Losses, TT decanting, Tank cleaning

fees before taking HPCL Product, Pigging, Water charges, Electricity charges, municipal taxes,

documentation, manpower etc. The Operator to load/unload a minimum 800 KL/MT on Normal



working Days (Monday - Saturday)/Hours (0800-1800 hrs) as per Demand. Unloading of Tankers for

receipt shall be effected at no extra Cost round the clock subject to Rules and Regulations of the

Cochin Port Trust.

Rates for working on Sundays/gazetted holidays and extra hours (other than 0800-1800 hrs) to be

quoted separately under the head "OVERTIME CHARGES" per hour all inclusive for the operation.

The above Rates do not include Clearing and Forwarding charges, Port Charges, Wharfage,

Custom Duties, Octroi etc. and the same will be paid by HPCL/ reimbursed to the Operator on

Production of original receipt for the same.

7. Handling / Operational Losses:

i) The Operator will be responsible for the quantity and quality of the Product received and stored in

the tank as certified by HPCL jointly with the representative of the Operator. No claim shall be

entertained on account of losses while operating/handling of product. Any claim shall be made good

by Operator to HPCL, if there are any losses.

ii) The Operator should have Testing facility at their premises for testing Density, Viscoscity and

Water content in the Product. HPCL may impart Training to the Operator personnel to carry out the

mentioned Tests. Necessary sampling equipments shall be provided by the Operator.

iii) The Storage and Handling Loss shall be calculated at the end of each month during which this

Agreement is in force, based on reconciliation of receipts and despatches of the Product. The receipts

are based on Quantity received as per Joint certification and despatches are based on the quantity

indicated in the delivery Challan or BDN of the Vessel (in case of delivery thru Barge or directly to

the Vessel). Payments to be made after 15 days of submission of bills duly signed. The Unit of

measurement for all accounting purpose will be in KL @15 degree and for payment of Bills will be in

KL @ ambient temperature for HFHSD and Metric Ton for FO 380/180 cst.

iv) Cumulative reconciliation will be carried out at the end of the contract period by HPCL

representative.In case of any cumulative loss, the same will be borne by the Operator at the Selling

Price applicable at that time. In case of any cumulative stock gain, if any, no credit will be given to the

Operator.

8. INSURANCE : It would be the responsibility of the Tank Operator to insure HPCL‟s stock

held in their possession / custody/ Premises, and to get all HPCL stock insured at their cost

with any nationalised / Private - insurance company. The insurance premium shall be

reimbursed by HPCL to them on submission of insurance policy copy and premium receipt at

HPCL Cochin Terminal, Disbursement Section.

Sum Insured: The value of insured goods (Sum insured) shall be taken from Cochin Terminal.

The items insured shall specifically read as “HPCL product” in the insurance policy /

certificate.



Insurable Interest: The insured name should read as Hindustan Petroleum Corporation Ltd.

A/C “_Name of Tank Operator”.

Type of Coverage: Standard fire and allied risk policy covering Fire, Burglary, pilferage, Riots,

Strike, malicious damage (RSMD), civil commotion and All acts of Gods like but not limited

to, earth quake, cyclone, flood etc.

The insurance policy should include as under-

Though the discharge by the “name of Tank Operator ” would be sufficient, the claim amount

will be payable to HPCL only.

The copy of the Insurance Certificate shall be submitted at HPCL Cochin Terminal within 1

week of date of Purchase Order. The insurance coverage shall be renewed from time to time so

as to be valid through out the period of purchase order / till such time stock is held by them

which ever is later. The contract shall be commenced only after insurance coverage is

obtained.

9. Quantity and Quality survey to be carried out by HPCL at its own discretion. Services of an

independent Surveyor will be engaged for Bunker Sales, Receipt and charges for the same shall be

borne by HPCL

Sampling : Operator shall take samples of all incoming product received from HPCL and shall

maintain the same for a 90 (ninety) days period. If the product on Board fails to meet the agreed

specifications, HPCL & Operator shall mutually discuss & finalise the steps to be taken for further

handling of the product.

10. Each delivery of Fuels (FO 380/180 CST/HF-HSD) shall be carried out subject to and in full

accordance with such regulations and procedures (including revisions and amendments thereof) as may

be prescribed by the port authority and Indian law. Subject to compliance with the above regulations

and procedures, bunker deliveries shall be made to the vessel(s) which shall be bunkered as promptly

as circumstances permit. Deliveries shall be made either direct to vessels from shore installations or by

barge provided or caused to be provided by the Seller on a DES (Ex-ship) basis, unless otherwise

specifically required by and specifically permitted or as may be required by port regulations or

authorities. Each delivery of Marine fuels from Hired Storage Tank shall be deemed to be complete

and title as well as risk of loss to the product shall pass to the Barge Operator when the marine fuel

product hereunder passes the permanent flange connection of the receiving vessel / barge.

11. POINT OF DELIVERY OR RE-DELIVERY

I) The Product shall be deemed to have been received by the Tank Operator at the Terminal and the

risk of loss to the product shall pass to Tank Operator:

a) when the Product is received from a vessel, immediately upon the Product having passed the

connecting flange of the pipeline of the Terminal connected to the manifold of the vessel.



b) when the Product is received by Tank Trucks, immediately upon the Product having passed

the connecting flange of the pipeline of the Terminal connected to the main flange of the Tank

Truck.

II) The Product shall be deemed to have been re-delivered and the Tank Operator shall be free from

the risk of loss to the product when :

a) for each delivery of marine fuels by pipeline, delivered to a Vessel/Barge passes the

permanent flange connection of the receiving Vessel/ Barge.

12. Operator to maintain the facilities and the terminal in good order and working condition at all

times. Operator shall ensure all requirements of Safety, Health and Environment for the facility as per

the Rules and Regulations of the Factory Act/ MARPOL Regulations.

.

13. LIABILITY : In the event of occurrence of any untoward incident such as spillage, fire etc. , at the

Tank Operator Terminal premises or at the connected Berth due to negligence on part of the Operator

or otherwise, HPCL is to be duly indemnified against all charges and consequences . An Agreement to

this effect has to be signed between the Operator and HPCL as per enclosed HPCL‟s Format.

14. The Rates quoted will be Firm for the entire Contract Period and no Variation will be allowed

under any circumstances.

15. Operator shall maintain close co-ordination with HPCL controlling office i.e. Cochin DSRO for

day to day operations. Bills to be certified by Cochin Terminal .Payment authority will be HPCL

Cochin DSRO.

16. The Intimation / Notice Period for Normal working days is as under:

i) For Receipt of Product through Trucks from Cochin Terminal/HPCL Source

- 6 hours

ii) For Receipt of Product from HPCL Chartered Vessel - 24 hours

iii) For Bunkering Directly to Vessel through Pipeline - 12 hours

The Operator to provide the required Loading and Unloading operations within the mentioned

Notice Period else a Penalty will be levied amounting to the Retention/ Demurrage Charges of the

Barge/ Vessels waiting for loading/unloading of the Product. These Retention/Demurrage Charges

will be in actuals as charged by the Barge /Vessel Operators or the Transporters as per the agreed

Terms and Conditions between HPCL and the Barge Operators/ Transporters.

17. Termination clause : HPCL reserves the right to terminate the contract with 3 month‟s advance

notice to the Operator.

18. The Operator shall furnish a Bank Guarantee of Rs. 50 lacs ( Rupees Fifty Lacs) in favour of

HPCL from a Nationalised Bank valid for 5 years PLUS THREE MONTHS from the Date of

Product Receipt. This BG has to be submitted within 15 days of Signing of the „Terminalling



Services Agreement‟. This BG shall be invoked by HPCL for any default committed by the

Operator during the Contract Period. Format of this BG is as per ATTACHMENT – X of this

tender document.

The Operator will have to enter into an Agreement with HPCL and the tenderer needs to agree to the

terms and conditions as elaborated in the attached draft agreement. The Agreement will come into

force only on completion of all statutory formalities and product receipt into the tanks. The format of

the Agreement as per ATTACHMENT – IX of this tender document.

19. All items not covered above will be governed by HPCL General Terms and Conditions.



ATTACHMENT – V

UNPRICED BID

Tender No. : 13000113-HD-14001



“PLEASE DO NOT QUOTE ANY RATES HERE. FILL ONLY

TANK DETAILS AND SERVICE TAX IN %AGE”

(A)

Product Tank No.of

the offered

Tanks

Individual Tank Safe Filling Capacities in KL OR

MT with their Pumping rates

FO380cst / FO

180cst : Tank

capacity each in

the range of

3000 MT to 4000

MT

HFHSD : Tank

capacity each in

the range of

1000 MT to 2000

MT

MINIMUM 4 TO 5 TANKS FOR FO 180cst & FO 380cst, PUT TOGETHER &

MINIMUM 2 TANKS FOR HFHSD, WITH SAFE CAPACITY AS ABOVE, TO BE

OFFERED



(B)

Description Quantity Hiring charges for

Tankage in Rs. Per

KL OR MT of

„Thruput‟ *

*Thruput = Opening Stock in

the Tank on the first day of the

calendar month in KL OR MT

+ Receipt in the Tank during

the calendar month in KL OR

MT

FO 380cst Storage

9,00,000 MT

FO 180cst Storage

2,50,000 MT

HFHSD Storage

2,50,000 KL

(C)

Description Quantity UNIT Rate in Rs. Amount in

Rs.

PUMPING CHARGES TO BUNKERS

FOR FO 380cst (Minimum Pumping

rate of 150 MT/Hr)

4,50,000 MT

PUMPING CHARGES TO BUNKERS

FOR FO 180 cst (Minimum Pumping

rate of 150 MT/Hr)

1,25,000 MT

PUMPING CHARGES FOR HFHSD

TO BUNKERS (Minimum Pumping

rate of 150 KL/Hr)

1,25,000 KL

OVERTIME CHARGES

4000 EH (Extra

Hour)

D) SERVICE TAX IN % = ____________

Purchase orders will be finalized on one overall lowest party for 100% Contract Value considering

Net delivered rate for HPCL i.e. basis the tender quantity, Rates quoted above against (B), (C) & (D),

net of input service tax credits.



ANNEXURE VI

DECLARATION - 1 Tender No. : 13000113-HD-14001 Subject : Hiring of Storage Tanks for FO (380/180cst) and HFHSD and Terminalling Services for Bunkering at Cochin Port

Declaration regarding providing correct information and undertaking in case it is found incorrect or false

(The following should be typed on the letter head of the tenderer and should duly signed with rubber stamp)

We hereby declare that the entire information furnished/ given to you in our bid and attachments are true to the best of our knowledge and belief and nothing therein is false.

We further undertake, that if it is found during the tender stage (before accepting our bid/ placement of Purchase Order by HPCL) that any information or document furnished/ submitted by us is false or incorrect, then we agree that HPCL shall be free to reject our tender/ bid. If the same is found to be false or incorrect during any stage after accepting of our bid/ placement of Purchase Order, then HPCL shall have the right to summarily cancel our tender and procure the balance quantity from any alternate source. HPCL shall have the right to recover the differential amount between the rates of our contract and the rates at which HPCL is compelled to procure from the alternate source, if the latter rate is higher. To this effect, the recovery can be made by HPCL by encashing any bank guarantee that we may have submitted or from any pending bills under this contract or any other contract with HPCL.

Date: ______________ Place: ______________

Name:

Designation:

Seal:



DECLARATION 2

Tender No. : 13000113-HD-14001 Subject : Hiring of Storage Tanks for FO (380/180cst) and HFHSD and Terminalling Services for Bunkering at Cochin Port

(The following should be typed on the letter head of the tenderer and should duly signed with rubber stamp) I/We _________________________ hereby declare/clarify that we have not been banned or delisted by any Government or quasi Government Agencies or Public Sector Undertakings Stamp & Signature of the bidder Note: If a bidder has been banned by any Government or Quasi Government Agencies or PSUs, this fact must be clearly stated with details. If this declaration is not given along with the UNPRICED Bid, the tender will be rejected as non-responsive. Stamp & Signature of the bidder ------------------------------------------------------------------------------------------------------------



DECLARATION 3

Tender No. : 13000113-HD-14001 Subject : Hiring of Storage Tanks for FO (380/180cst) and HFHSD and Terminalling Services for Bunkering at Cochin Port

(The following should be typed on the letter head of the tenderer and should duly signed with rubber stamp) We ______________________________ hereby confirm the quantity offered by us against this tender as declared by us in the UNPRICED Bid. We also confirm that we have sufficient capacity to produce and supply the quantity offered by us as stipulated in the UNPRICED Bid both on total quantity basis and monthly quantity basis indicated. The quantity indicated by us in the UNPRICED Bid is independent of our existing business and other business for which we have offered. Signature & Seal of the Tenderer --------------------------------------------------------------------------------------------------------



DECLARATION 4

Tender No. : 13000113-HD-14001 Subject : Hiring of Storage Tanks for FO (380/180cst) and HFHSD and Terminalling Services for Bunkering at Cochin Port (The following should be typed on the letter head of the tenderer and should duly signed with rubber stamp)

The Tenderer is required to state whether he/ she is a relative of any Director of the HPC or the tenderer is a firm in which Director of HPC or his relative is a partner or is any other partner of such a firm or alternatively the Tenderer is a private company in which Director of HPC is member or Director, (the list of relative(s) for this purpose is given below) N.B: Strike off whichever is not applicable. If the tenderer employs any person subsequent to signing the above declaration and the employee so appointed happens to be relative of the Officer of the HPC/ Central/ State Government, the tenderer should submit another declaration furnishing the names of such employees who is/are related to the Officer/s of the HPC/ Central/ State Government. Date: Signature___________________ Name of Person signing___________________ Tenderer's Name and address with seal__________________

LIST OF RELATIVES

A person shall be deemed to be a relative of another, if any and only if,

i) He / She / They are members of Hindu Undivided family or ii) He / She / They are Husband & Wife or

iii) The one is related to the other in the manner indicated below. 1. Father 2. Mother (including Step Mother) 3. Son (including Step Son) 4. Son’s Wife



5. Daughter (including Step Daughter) 6. Father’s Father 7. Father’s Mother 8. Mother’s Mother 9. Mother’s Father 10. Son’s Son 11. Son’s Son’s Wife 12. Son’s Daughter 13. Son’s Daughter’s Husband 14. Daughter’s Husband 15. Daughter’s Son 16. Daughter’s Son’s Wife 17. Daughter’s Daughter 18. Daughter’s Daughter’s Husband 19. Brother (including Step Brother) 20. Brother’s Wife 21. Sister (including Step Sister) 22. Sister’s Husband



Annexure VII

DEVIATION SHEET

Tenderers are advised in their own interest to quote strictly as per Terms and Conditions of the Tender and not to add any conditions of their own or to modify the terms and conditions stipulated in the Tender.

In case of any deviations to the Tender Terms & Conditions, the same should be

mention in this format.

HPCL reserve the right to accept or decline any proposed deviation.

Tender Annexure no., clause no., page no.

Tender Terms Deviation Sought



ATTACHMENT - VIII

(SPECIMEN)

BANK GUARANTEE IN LIEU OF EARNEST MONEY DEPOSIT

(On Non-Judicial stamp paper of Rs. 100/- )

TO : Hindustan Petroleum Corporation Limited

(Address as applicable)

IN CONSIDERATION OF M/s. HINDUSTAN PETROLEUM CORPORATION LIMITED a

Government of India Company registered under the Companies Act, 1956, having its registered office

at 17, Jamshedji Tata Road, Bombay-20 (hereinafter called "The Corporation" which expression shall

include its successor in business and assigns) issued a tender on M/s. ____________________a

partnership firm/sole proprietor business/a company registered under the Companies Act, 1956 having

its office at (hereinafter called "the Tenderer" which expression shall include its executors,

administrators and assigns) against Tender No. _______________________ dated ________

(hereinafter called "the tender" which expression shall include any amendments / alterations to "the

tender" issued by "the Corp- oration") for the supply of goods to/execution of services for "the

Corporation" and "the Corporation" having agreed not to insist upon immediate payment of Earnest

Money for the fulfilment of the said tender in terms thereof on production of an acceptable Bank

Guarantee for an amount of Rs. _________ (Rupees ___________ only).

We, ____________________ Bank having office at ________________(hereinafter referred to as

"the Bank" which expression shall include its successors and assigns) at the request and on behalf of

"the Tenderer" hereby agree to pay to the Corporation without any demur on first demand an amount

not exceeding Rs. _________ (Rupees _____________________ only) against any loss or damage,

costs, charges and expenses caused to or suffered by "the Corporation" by reason of non performance

and fulfilment or for any breach on the part of "the Tenderer" of any of the terms and conditions of

the said "tender".

We, _________________________ Bank further agree that "the Corporation" shall be sole Judge

whether the said "Tenderer" has failed to perform or fulfill the said "tender" in terms thereof or

committed breach of any of the terms and conditions of "the order" and the extent of loss, damage,

cost, charges and expenses suffered or incurred or would be suffered or incurred by "the

Corporation" on account thereof and we waive in favour of "the Corporation" all the rights and

defences to which we as guarantors and/or "the Tenderer" may be entitled to.



We, .__________________ Bank further agree that the amount demanded by "the Corporation" as

such shall be final and binding on "the Bank" as to the Bank's liability to pay and the amount

demanded and "the Bank" to undertake to pay "the Corporation" the amount so demanded on first

demand and without any demur notwithstanding any dispute raised by "the Tenderer" or any suit or

other legal proceedings including arbitration pending before any court, tribunal or arbitrator relating

thereto, our liability under this guarantee being absolute and unconditional.

We, _____________________ Bank further agree with "the Corporation" that "the Corporation" shall

have the fullest liberty without our consent and without affecting in any manner our obligations

hereunder to vary any of the terms and conditions of the said "tender" or to extend time of

performance by “The Tenderer” from time to time or postpone for any time to time any of the

powers exercisable by "the Corporation" against "the Tenderer" and to forbear to enforce any of the

terms and conditions relating to "the tender" and we shall not be relieved from our liability by reason

of any such variation or extension being granted to "the Tenderer" or for any forbearance, act or

omission on the part of "the Corporation" or any indulgence by "the Corporation" to "the tenderer" or

by any such matter or things whatsoever which under the law relating to sureties would but for this

provision have the effect of relieving us.

Notwithstanding anything hereinbefore contained, our liability under this Guarantee is restricted to

Rs. ________ (Rupees ____________________only). Our liability under this guarantee shall remain

in force until expiration of six months from the due date of opening of the said "tender". Unless a

demand or claim under this guarantee is made on us in writing within said period, that is, on or before

_____________ all rights of "the Corporation" under the said guarantee shall be forfeited and we

shall be relieved and discharged from all liabilities thereunder.

We, ______________________ Bank further undertake not to revoke this guarantee during its

currency except with the previous consent of "the Corporation" in Writing.

We, ______________________ Bank lastly agree that "the Bank" 's liability under this guarantee

shall not be affected by any change in the constitution of "the Tenderer". 8. "The Bank" has power to

issue this guarantee in favour of "the Corporation" in terms of the documents and/or the

Agreement/Contract or MOU entered into between "the Tenderer" and "the Bank" in this regard.

IN WITNESS WHEREOF the Bank has executed this document on

this _________________ day of ____________

For __________________ Bank

(by its constituted attorney)

(Signature of a person authorized to sign on behalf of "the Bank")



ATTACHMENT - IX

(DRAFT COPY)

TERMINALLING SERVICES AGREEMENT

THIS TERMINALLING SERVICES AGREEMENT (hereinafter referred to as the “AGREEMENT”)

is made at Cochin this _____ day of ________ 2013, BETWEEN

_____________________________________ „Operator‟ an Indian company incorporated under the

Companies Act, 1956, and having its registered office at Cochin, Willingdon Island, Fort Cochin

(hereinafter referred to as “Operator” which expression shall mean and include its successors and

permitted assigns);

And

HINDUSTAN PETROLEUM CORPORATION LIMITED, an Indian company incorporated under the

Companies Act, 1956, and having its registered office at Petroleum House, 17, Jamshedji Tata Road,

Mumbai -40020 and Marketing Headquarters at Hindustan Bhawan at 8, Shoorji Vallabhdas Marg,

Ballard Estate, Mumbai-400 001, and a Direct Sales Regional Office at Karshaka Road, P.B.No.24/25,

Ernakulam South, Cochin, Kerala (hereinafter referred to as “Principal” which expression shall mean

and include its successors and permitted assigns).

Operator and Principal are collectively referred to as “PARTIES” or singularly referred to as

“PARTY” as the context requires.

WHEREAS “Operator” is having storage tanks of varying capacities at their terminal at Willingdon

Island, Fort Cochin, Cochin Port and has facilities including tanker receipt pipelines, storage tanks and

Receipt through Pipelines, Pumping to Barges/Vessels, tank truck unloading facilities etc., more fully

described in Schedule-I here to for handling and loading of Furnace Oil and _ HFHSD as per the

requirements of HPCL and also has weigh bridge in its compound for delivery of the product for

HPCL.

AND WHEREAS “Operator”, has well experienced technical personnel and skilled work force at

their Terminal for rendering normal services and “Operator” confirms that it has all statutory

permissions/licenses for receiving, storing and pumping/loading of Furnace Oil and HFHSD and that

the storage tanks are calibrated by statutory authorities and that “Operator” holds valid license under

the Explosives Regulations.

NOW it is hereby agreed by and between the Parties hereto as follows :-

1. ENGAGEMENT

Principal hereby engages the services of “Operator” and “Operator” agrees to provide facilities and

terminalling services at the Terminal for handling of the products of the HPCL subject to and on the

terms and conditions contained in this Agreement. The detailed description of the Terminal is given in

Exhibit “A”.

2. TERMINALLING SERVICES



1.STORAGE TANK: “Operator” shall provide required 3000-4000 MT tank for Furnace Oil

180/380cst and 1000-2000 MT For HFHSD dedicated for handling the Principal‟s Furnace

Oil/HFHSD with all other related facilities. “Operator” shall also provide associated pipelines and

other such equipment and facilities necessary to receive, store, redeliver Product based on the said

requirements. The tank capacity and other facilities provided or to be provided from time to time, as

referred to above shall hereinafter be referred to as the “Facility”. During the period of the Agreement,

“Operator” shall not use the allocated storage tank to any other person or party.

2.Broad Description of the Facility.

“Operator” shall ensure that the Facility shall have pipelines form the Jetty, storage tank capacity,

piping, pumps and other such associated equipment, with computerized systems, fire protection, etc. as

provided in Exhibit A.

“Operator” shall ensure that the Product is handled and the services are provided with reasonable care

and skill in accordance with good oil industry practice in India. Receive the Product from vessel which

shall be chartered/arranged to berth at the Jetty by the Principal . Load barges placed by HPCL as per

schedule specified by the Principal from time to time. Provide the Principal with summary of

Principal‟s product activity including physical inventory on a daily basis.

3. DURATION

Above terminaling services will be utilized by the Principal for a period of 5 years from date of LOI /

PO or till exhaustion of PO quantities, whichever is earlier.

4. DATE OF COMMENCEMENT OF AGREEMENT:

The Agreement shall come into force from the date of receipt of first parcel of Furnace Oil (180 cst /

380cst) or HFHSD. Payment against the contract , for each grade of product will commence

individually and only from the date of receipt of the first Parcel of the respective grade of

product from HPCL .

5. TERMINALLING CHARGES & PAYMENT TERMS: Purchase Order will be placed on the

successful bidder detailing the Terminalling charges and Payment terms, on finalization of the

tender, which will form a part of this agreement.

a) HFHSD/FO STORAGE FOR FIVE YEARS :

Payment will be made on per KL OR MT of thruput basis on the “THRUPUT „ during a

calendar month.

Thruput is defined as under;

Opening stock (as per dip) IN KL OR MT as of opening day of the month plus receipt IN KL

OR MT during the calendar month.

The above charges are on “All Inclusive Basis” which includes Working Charges/ Handling

Fees/ Stock Losses/ Tank Truck Filling/ Decantation/ Pigging/ Water Charges/ Electricity/

Documentation Charges/ Manpower cost/ Municipal Taxes etc. Minimum 800 KL/MT would be



Loaded/Unloaded on normal working days (Monday – Saturday/Hours (0800- 1800 hrs) as per demand.

However this is not to be deemed as a volume commitment by HPCL.

b) HFHSD/FO PUMPING CHARGES:

Payment for pumping of the product to the vessel/barge for bunkering operation/other sales

will be made separately per KL OR MT per month for actual delivery made during the calendar

month.

c) OVERTIME CHARGES:

Overtime charges will be given for extra hours beyond normal working hours (0800 hrs – 1800

hrs) on working days (Mon-Sat.) and on Sundays/Gazetted holidays on per hour basis.

d) TANK CLEANING FEES:

Tank cleaning fees will be payable by HPCL on one time basis at the end of the contract.

Contract Rates shall be firm for the total contract period of 60 months.

e) This Agreement is for a hired capacity of 3000- 4000 MT tank for FO and 1000-2000MT tank

for HFHSD.

f) The charges include the use of other equipments required for handling of product such as

tanker discharge hoses, breather valves, pumps, manifold, booster pumps and internal pipeline.

These charges also include for facilities viz. unloading of tank lorries and weighment, sealing

of tank trucks or any other activity/equipment etc.

g) The above storage/handling charges do not include Clearing and Forwarding Agent‟ charges,

wharfage, custom duty, sales tax and octroi etc. which will be paid by HPCL at actual.

h) “Operator” shall raise bill towards the storage/handling charges, on monthly basis, which shall

be paid within 15 DAYS days from the date of receipt of the bill duly certified by the

Principal‟s Manager, Cochin Terminal or by Manager Marketing of the Principal , Cochin

Direct Sales Regional Office.

i) Principal , is the sole owner of the product stored in the hired tankage and “Operator” has no

rights whatsoever to claim ownership or any other right on the product.

j) TDS DEDUCTION:

Principal shall deduct TDS from the bills under Sec.194-c at the existing rate prescribed by the

Govt. Of India.

6. SURVEYOR AND HIS RESPONSIBILITIES:

Principal will appoint independent, required and qualified Surveyors at their cost for the

supervision of quality and quantity of the products at the time of receipt. “Operator” shall

receive the products only after due certification by the Surveyors with regards to the cleanliness

and fitness of the tanks and pipelines in all respects. For transfer from HPCL Cochin Terminal

to the Tank Operator, joint survey by the Operator's Surveyor and Cochin Terminal's Operation



Officer to be considered. Supplies from Hired Tank to Vessel will be jointly surveyed by

HPCL surveyor and the Tank Operator.

7. A.CLEARING AND FORWARDING AGENT:

Principal shall appoint their Clearing and Forwarding Agent (CFA) to complete all the

necessary formalities regarding clearance of the goods from customs, port, octroi and all other

concerned authorities. “Operator” shall receive and store the cargo in the tank only after

completion of such formalities required for clearance of goods.

B. TRANSPORTATION (LOCAL/OUTSTATION):

The gauges will be jointly witnessed by HPCL representative/Surveyor/Operator for all

practical purposes for ascertaining quantity received and dispatched. Quantity will be basis

supplier‟s delivery barge soundings before and after loading customer nominated vessels.

Quality will be basis the retained samples drawn at the barge manifold through a drip sampler

and tank samples drawn from Operator‟s tank and sent to Laboratory for testing for meeting

product specifications. Quantity will be determined via custody transfer meters (if available) or

shore tank measurements/soundings gauged immediately before and after delivery.

Principal shall appoint their transporters for local and/or outstation transportation of the

product from/to terminal . as a statutory requirement, all tank lorries sent by HPCL for

Loading/Unloading of the product must have a valid license/certificate issued by Controller of

Explosives and Weights & Measures. “Operator” shall ensure that all tank lorries carry the

valid Explosive/Weights & Measures Certificate before unloading the tank trucks. For all

practical purposes the product once it reaches the operator‟s tank, the operator shall be

responsible for all product losses if any.

8. DEMMURAGE AND DETENTION:

“Operator” shall not be responsible for any demurrage, if incurred, on Principal‟s

vessels/motor tankers due to delay in berthing and/or waiting period occurred on anchoring.

However, demurrage, if any, on vessels/tankers due to proven negligence/failure of “Operator”

shall be borne by “Operator” and the same shall be made good to the Principal . In case

Principal is unable to discharge the product due to reasons attributable to “Operator” (either

intentional or unintentional other than those covered under Force Majeure Clause) Principal is

not liable to pay the hire charges for the tank for the same period.

9. LIEN AND RETENTION:

It is agreed that the Principal shall have a right of lien and retention over the Products in

“Operator” tankages to the extent of any unpaid dues payable from time to time.

10. DELIVERIES OF CARGO:



The delivery of the product from the Terminal shall be made against written delivery

orders/BDN/Shipping Bill or generated through the Principal‟s ERP system issued by

Authorised Signatory of the Principal .

10 a. Receipt of cargo from Vessel :

Product - cargo would be received from HPCL TC Vessel .

Quality - Quantity verification thru HPCL boarding officer / surveyor and the tank farm

representative .

--sampling of compartments of the vessel unloading the cargo . Testing of product at HPCL /

3rd paty lab against relevant specifications .

--quantity verifcations - basis storage tanks soundings before and after pumping .

11. For all the material delivered from the Terminal, the deliveries of cargo shall be made on

weighment basis and/or on volume basis based on the Principal‟s advice.

12. INVOICING:

“Operator”. shall carry out invoicing and related documentation as per HPCL‟s requirements.

For this purpose, Princi;al shall provide “Operator” with requisite pre-printed stationery,

software, etc. “Operator” shall provide computer/printer/broad band connectivity and other

accessories for the above job.

13. HANDLING OPERATIONAL LOSSES:

a. No claim shall be entertained on account of losses while operating/handling of product.

b. The stock variation shall be ascertained by the Principal‟s Kochi Terminal authorized

Principal‟s representative on a monthly basis and the loss, if any, shall be debited to

“Operator” at selling price, including applicable taxes and levies as applicable for the

respective period. Stock Loss/Gain will be calculated and recorded every month.

Cumulative reconciliation will be carried out at the end of the contract period. Any

cumulative loss will be borne by “Operator” and deducted from his final bill. In case of

cumulative stock gain, if any, no credit will be given to “Operator”.

14. DELIVERY/TITLE AND RISK OF LOSS:

Each delivery of Fuels (FO 380/180 CST/ HF-HSD) shall be carried out subject to and in full

accordance with such regulations and procedures (including revisions and amendments thereof) as may

be prescribed by the port authority and Indian law. Subject to compliance with the above regulations

and procedures, bunker deliveries shall be made to the vessel(s) which shall be bunkered as promptly

as circumstances permit. Deliveries shall be made either direct to vessels from shore installations or by

barge provided or caused to be provided by the on a DES (Ex-ship) basis, unless otherwise specifically

required by and specifically permitted or as may be required by port regulations or authorities.



I) The Product shall be deemed to have been received by the Tank Operator at the Terminal and the

risk of loss to the product shall pass to Tank Operator:

a) when the Product is received from a vessel, immediately upon the Product having passed the

connecting flange of the pipeline of the Terminal connected to the manifold of the vessel.

b) when the Product is received by Tank Trucks, immediately upon the Product having passed

the connecting flange of the pipeline of the Terminal connected to the main flange of the Tank

Truck.

II) The Product shall be deemed to have been re-delivered and the Tank Operator shall be free from

the risk of loss to the product when :

a) for each delivery of FO 380/180 cst/HFHSD by pipeline, delivered to a Vessel/Barge

passes the permanent flange connection of the receiving Vessel/ Barge.

14.1 “Operator” is responsible for the quantity and quality of the Principal‟s cargo received

and stored in the tank as certified by the authorized representative of the Principal

/Surveyor jointly with “Operator‟s” authorised representative. At the end of each

Coastal Tanker receipt, “Operator” shall ensure that the discharge pipeline is

completely emptied and product accounted. “Operator” to provide dedicated pipeline

for discharge upto the Storage Tank for FO and for HFHSD) and the line to any other

tanks should be blinded and sealed and this pipeline is to be utilized only for the

purpose of FO and HFHSD discharge. Any deviation from the above should be with

prior concurrence of the Principal in writing.

14.2 “Operator” shall maintain the quality of the product received to their storage tank as

per test reports submitted to them after receipt of each parcel. After receipt of product

into the “Operator” storage tank, three composite samples will be jointly drawn from

the “Operator “ storage tank and 1 No. sample will be tested at the Principal‟s

Laboratory in the presence of Operator‟s personnel/Representative and the other two

samples will be sealed and jointly signed and will be retained by Principal and

“Operator”. “Operator” will be responsible for the quality of the material as per their

storage tank samples test report. Deliveries will commence after confirming

availability of Third party Test Report of TMB sample of the Tank meeting relevant

specifications.

SOP as directed by Principals to be adhered to strictly and all documentations to be

carried out as per SOP.

14.3 The operator should have testing facility at the premise for testing density, viscosity

and water content in FO. Principal may impart requisite training to “Operator”

personnel in carrying out the above mentioned tests.



14.4 The operator should keep daily register for recording of opening dip, quantity, closing

dip, quantity and variation if any along with density and water content.

14.5 The operator shall fill the tank truck as per the calibrated quantity only.

15. Piggers/Flushing of Pipelines:

The allotted tank shall be kept clean and tidy by “Operator” to store Principal‟s products

safely. In case it is required by the Principal , “Operator” shall do the pigging of the pipelines

without any charges to the Principal .

16. INSURANCE:

Product insurance shall be insured by the Operator and premium shall be reimbursed by

company. HOWEVER THE TERMINALLING FACILITIES MUST BE INSURED BY THE

OPERATOR.

17. Statement of Receipts/Dispatches:

“Operator” shall maintain exclusive records, registers, data for the Principal‟s products stored

in the tank and keep it updated on daily basis. These records hall be made available for

inspection by the authorized representative of the Principal on demand during currency of the

agreement including the following.

a) Statement of receipt of stock covering details of challan No. and date, tanker name, date of

receipt, quantity dispatched and received by, difference, if any, arising out of it.

b) Statement of dispatches (Sale/Stock transfer) covering details as mentioned above.

c) Statement covering opening stock, receipts, dispatches and closing stocks etc. duly certified

by HPCL‟S officer/authorized representative “Operator” shall assist for periodical

reconciliation of stock in the tank.

d) “Operator” shall have no objection in the Principal‟s authorized representatives visiting the

terminal periodically for inspections.

18. Working Hours:

Deliveries of products by tank lorries/vessels shall be effected only during 08.00 hrs. to 18.00

hrs. on all working days except public Holidays. However, in case of any urgency, based on

Principal‟s request, deliveries may be made as a special case beyond the normal working hours

without any additional charges. Minimum 800/KL/MT would be loaded per day based on

demand.

Unloading of Ocean tankers shall be effected round the clock at no extra cost, but subject to

rules and regulations of Cochin Port Trust.



19. TERMINATION:

HPCL reserves the right to terminate this Agreement by giving THREE month‟s notice in

writing to the Tank Operator without assigning any reason during the period of this Agreement and the

same will be binding on the Tank Operator. However, if either party commits a breach of any of the

terms of this Agreement, and the said breach is not rectified within 15 days, despite a written notice

received by the party committing the breach, the aggrieved Party may terminate the Agreement by

giving one month‟s notice.

20. OTHER ARRANGEMENTS :

Any other item of terms and conditions concerned to the parties here to on account of usage of storage

space but not covered by this Agreement, will be mutually discussed by the parties hereto, in line with

the prevailing normal business practice and the same will be recorded in writing which will form part

of this Agreement.

21. FORCE MAJEURE:

Any delay in or failure of the performance of either part hereto shall not constitute default hereunder or

give rise to any claims for damage, if any, to the extent such delays or failure of performance is caused

by occurrences such as Acts of God or an enemy, expropriation or confiscation of facilities by

Government authorities, acts of war, rebellion, sabotage or fires, floods, explosions, riots, or strikes.

The Operator shall keep records of the circumstances referred to above and bring these to the notice of

the PRINCIPAL in writing immediately on such occurrences. The amount of time, if any, lost on any

of these counts shall not be counted for the Contract period. Decision of the PRINCIPAL arrived at

after consultation with the OPERATOR, shall be final and binding. Such a determined period of time

be extended by the owner to enable the OPERATOR to complete the job within such extended period

of time.

If contractor is prevented or delayed from the performing any of its obligations under this Agreement

by force Majeure, then the Operator shall notify PRINCIPL the circumstances constituting the Force

Majeure and the obligations performance of which is thereby delayed or prevented, within seven days

of the occurrence of the events.

22. BANK GUARNATEE:

“Operator” shall furnish a Bank Guarantee of Rs.50,00,000/- (Rupees Fifty Lakhs Only) in favour of

Hindustan Petroleum Corporation Limited, from a Nationalised Bank valid for Five years plus three

months from the date of receipt of first consignment of Product. The Bank Guarantee can be invoked

by the Principal for any default committed by “Operator” during the period of its validity.

23. ASSIGNMENT:

No party shall have the right to assign this agreement, in whole or in part, or any rights hereunder

without the prior written consent of the other Party. This written consent shall not be unreasonably

withheld or delayed and any reason for disapproval shall be given in writing, setting out the grounds



for reaching the decision. This Agreement shall be available for the benefit of and be binding upon its

successors and permitted assigns of the Parties. In the event of any assignment by any Party assigning

Party shall remain permanently liable to the other Parties for all obligations contained in this

Agreement regardless of whether such obligations were part of or covered by the assignment.

24. OIL SPILLAGE:

For any spillage due to malfunction of utilities, leakages at jetty end will be the liability of “Operator”

who will be carrying out the job of dispensing to the vessel on behalf of the Principal , hence

“Operator” will be duty bound to abide by port formalities, rules, regulations and timings of Cochin

Port Trust with respect to MARPOL regulations.

25. LIABILITY:

“Operator” shall carry out the operations with reasonable care.

25.1 Without prejudice “Operator‟s” rights under the other provisions of the Agreement, the Operator

shall not impose on the Principal any liability for Claims arising from:

(a) Force Majeure;

(b) any delay in the delivery of the Product to “Operator”.

(c ) any other cause unless it is first proven by the Principal that such Claim has arisen from the gross

negligence or the willful act of “Operator”.

25.2 Without prejudice to the other provisions of the Agreement, in the event of any Claim against

“Operator”.

(a) the aggregate liability of “Operator” to the Principal or the holder of the delivery order (whether

based on contract, indemnity, warranty, guarantee or tort including negligence and strict or absolute

liability, or arising out of a breach of statutory duty or otherwise, and including liquidated damages in

respect of delays or deficiencies in performance) arising out of or in connection with the operations or

the Agreement shall under all circumstances be limited to a maximum amount equal to the current

value of what has been damaged, lost or destroyed as at the date of damage, loss or destruction, but

limited to a maximum of Rs.40,000 per 1000 KL of the damaged, lost or destroyed goods, and further

more limited to a maximum of Rs.40,000,000 per any one event or sequence of events arising from

one and the same cause:

(b) “Operator” shall not be liable for any loss or profit, consequential loss or any indirect loss or

damage;

(c )”Operator” shall not be liable for any Claim arising before delivery of the Products to “Operator”

or after re-delivery of the Products to the Principal ;

(d) Principal‟s rights against “Operator” under the Agreement stand extinguished if the Principal shall

not have notified “Operator”. thereof within one month after the occurrence of the event giving rise to

the Claim or within one month after the re-delivery of the Products to the Principal, whichever is

earlier and

25.3 If any Claim shall be made against “Operator” by more than one person and “Operator” shall

decide to pay compensation in respect of the Claim, “Operator” shall be entitled to apportion such

compensation among such persons according to the extent of proven loss or damage suffered by each

of them.



26. WAIVER:

The failure of any Party to insist in any one or more instances upon the performance of any term or

conditions of this Agreement or to exercise any right afforded to such Party herein, shall not be

construed as a waiver or relinquishment of the future performance of any such term or conditions by

the other Parties, or the future exercise of such right, and the respective obligations of the Parties as to

their future performances shall continue in full force and effect.

27. CONFIDENTIALITY:

27.1 All information acquired by any Party as to the business dealings of the others including (but not

by way of limitation) any information relating to any trade secret, method, trade connection, customer,

client or any financial arrangement or circumstance shall be treated as confidential by the recipient. No

such information shall be used for any purpose other than as contemplated by the Agreement without

the consent in writing of the Party who has provided the information , unless such information:

a. Is, or has become, public knowledge other than by breach of this Clause 24; or

b. Is in the possession of the recipient with full right to disclose prior to receiving it from the disclosing

Party; or

c. Is independently received by the recipient from a third party with full right to disclose.

Nothing herein shall restrict a Party from providing the information to its Affiliates or advisors in

connection with and for the purpose of the Agreement, provided that the Party disclosing such

confidential information shall ensure that the recipient of the confidential information shall be equally

bound by the provisions of this clause.

27.2 The provisions of this Clause 24 shall survive the expiry or termination of the Agreement for a

period of one (1) year thereafter.

28. NOTICE:

Any notice or communication required or permitted under this Agreement shall be in writing and

shall be given by registered post, hand delivery, courier service telex or telefax addressed to the

relevant Party at the address set forth below on such other address as may be designated from time to

time Any notice transmitted by fax or other form of recorded communication shall be deemed given

and received on the first business day after its transmission.

In case of “Operator”,to the___________________

______________________________________________________________________. Telephone

No._________________________Fax No. _________________________

In case of HPCL to Sr. Regional Manager-Direct Sales, Cochin DS, Regional Office, P.B. No.24/25,

Karshaka Road, Ernakulam South, Cochin- __________ Telephone No. _____________________

Fax No. ________________

29. ARBITRATION:



29.1 All disputes and differences of whatsoever nature, whether existing or which shall at any time

arise between the parties hereto touching or concerning the agreement, meaning, operation or effect

thereof or to the rights and liabilities of the parties or arising out of or in relation thereto whether

during or after completion of the contract or whether before After determination, foreclosure,

termination or breach of the agreement (other than those in respect of which the decision of any person

is , by the contract, expressed to be final and binding) shall, after written notice by either party to the

agreement to the other of them and to the Appointing Authority hereinafter mentioned be referred for

adjudication to the Sole Arbitrator to be appointed as hereinafter provided.

29.2 The appointing authority shall either himself act as the Sole Arbitrator or nominate some

officer/retired officer of Hindustan Petroleum Corporation Limited, or any other Government

Company in the Oil sector of the rank Ch. Manager above or any retired officer of the Central

Government not below the rank of a Director, to act as the Sole Arbitrator to adjudicate the disputes

and differences between the parties. The Operator shall not be entitled to raise any objection to the

appointment of such person as the Sole Arbitrator on the ground that the said person is/was an officer

and/or shareholder of the owner, another Govt. Company or the Central Government or that he/she has

to deal or had dealt with the matter to which the contract relates or that in the course of his/her duties,

he/she has/had expressed view on all or any of the matters in dispute or difference.

29.3 In the event of the Arbitrator to whom the matter is referred to is unable to complete the

arbitration for whatsoever reason or does not accept the appointment, or is unable or unwilling to act

or resigns or vacates his office for any reasons whatsoever, the Appointing Authority aforesaid, shall

nominate another person as aforesaid, to act as the Sole Arbitrator.

29.4 Such another person nominated as the Sole Arbitrator shall be entitled to proceed with the

arbitrator from the stage at which it was left by his predecessor. It is expressly agreed between the

parties that no person other than the Appointing Authority or a person nominated by the Appointing

Authority as aforesaid, shall act as an Arbitrator.

29.5 The Award of the Sole Arbitrator shall be final and binding on the Parties to the Agreement

subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or

re-enactment thereof and the rules made thereunder, shall apply to the Arbitrator proceedings under

this Clause. The Award shall give reasons for the same.

29.6 The work under the Contract shall, however, continue during the Arbitrator proceedings and no

payment due or payable to the concerned party shall be withheld (except to the extent disputed) on

account of initiation, commencement or pendency of such arbitration proceedings.

29.7 The Arbitrator may give a composite or separate Award(s) in respect of each dispute or difference

referred to him and may also make interim award(s) if necessary.

29.8 The Contract shall be governed by and constructed according to the laws in force in the state in

India. The parties hereby submit to the exclusive jurisdiction of the Courts situated at Mumbai for all

purposes. The Arbitration shall be held at Mumbai and conducted in English language. Sole

Arbitrator‟s fee and other expenses shall be borne by the Parties In equal proportion.



29.9 The Appointing Authority is the Functional Director of Hindustan Petroleum Corporation

Limited.

SCHEDULE-I

DETAILS OF TANKAGES & FACILITIES OF „OPERATOR‟ AT COCHIN PORT TRUST

1) STORAGE TANK

2) TANKER RECEIPT PIPELINES FROM JETTY TO STORAGE TANK IN THE

TERMINAL-DEDICATED PIPE LINES FOR HFHSD/FO.

3) TANK TRUCK UNLOADING GANTRY.

4) WEIGH BRIDGE DULY CALIBRATED BY WEIGHTS & MEASURES DEPARTMENT.

5) COASTAL TANKER HOSES.

6) COMPUTER AND PRINTER AND RELATED ACCESSORIES WITH BROAD BAND

CONNECTIVITY.

7) QC EQUIPMENT AS REQUIRED

IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands and seals

the day and year first hereinabove written.

SIGNED AND DELIVERED FOR & ON BEHALF OF

THE WITHINNAMED

Hindustan Petroleum Corporation Limited

In the presence of

1.

2.

SIGNED AND DELIVERED by the within .

Named ____________________________

in the presence of

1)

2)



ATTACHMENT - X

( SPECIMEN COPY)

(On Non-Judicial Stamp paper of Rs 100/-)

BANK GUARNATEE

To,

Hindustan Petroleum Crporation Ltd.,

Hindustan Bhawan,

Direct Sales SBU,

8 Shoorji Vallabhdas Marg,

Ballard Estate, Fort,

Mumbai – 400 001.

In CONSIDERATION OF MESSRS. HINDUSTAN PETROLEUM CORPORATION LIMITED, a

Government of India Company registered under the Companies Act 1956, having

its Registered office at 17, Jamshedji Tata Road, Churchgate, Mumbai - 400 020

and its Direct Sales SBU at Hindustan Bhawan, 8 Shoorji Vallabhdas Marg, Ballard

Estate, Fort, Mumbai - 400001 (hereinafter called "the Corporation" which

expression shall include its successors and assigns) making supplies of and giving

“product” viz. FO, HFHSD and such other product/material to M/s.

___________________________ a ____________ (firm/ proprietorship/ company)

registered under the __________________________ Act and having its registered

office at ______________________________ _______________________ (hereinafter

referred to as “the Operator”, which expression shall, unless excluded by or

repugnant to the subject or context, be deemed to include its executors,

administrators and successors) for the purpose of Storage of “product” viz. FO,

HFHSD and providing Terminalling Services in terms of the Agreement dated

________________ entered into between them as may be renewed, altered,

substituted or continued from time to time, and upon the condition of “Operator”

furnishing security by way of an unconditional and irrevocable Bank Guarantee for

a sum of Rs. _________/- (Rupees _______________________________________________

Only).

At the request of the Operator, We, __________________ Bank, having our registered

office at ________________________________________________________ and a branch

office at _________________________________________________________________

(hereinafter called “the Bank”, which expression shall include its successors,

executors and assigns) hereby jointly and severally, unconditionally and irrevocably



undertake and guarantee to pay to “the Corporation” in rupees, forthwith on first

demand and without any demur, protest, reservation, contest, recourse

whatsoever and without any enquiry of you or the Operator, the amount so

demanded by the Corporation from the Bank, anywise payable or owing by “the

Operator” to “the Corporation” under, in respect of or in connection with the said

Agreement inclusive of all the Corporation‟s losses, damages and costs, (inclusive

between attorney and client) charges and expenses and other moneys anywise

payable in respect of the above as specified in any notice of demand made by

“the Corporation” to the Bank with reference to this guarantee upto an aggregate

limit of Rs. ______________________ (Rupees ________________________________ only) in

full without any deductions, set-offs or counterclaim whatsoever and “the Bank”

hereby agrees with “the Corporation that :

A. We, _______Bank Ltd. further agree that this Guarantee/Undertaking shall

be a continuing Guarantee / Undertaking and shall remain valid, irrevocable and

unconditional, for all claims of “the Corporation” and liabilities of “the Operator”

arising upto and until midnight of __________________.

B. We, ______ Bank Ltd. further agree that this Guarantee/Undertaking shall be

in addition to any other guarantee or security whatsoever that “the Corporation”

may now or any time anywise have in relation to “the Operator‟s”

obligation/liabilities under and/or connection with their Agreement or

understanding for giving product and material and “the Corporation” shall have

full authority to take recourse to or enforce this security in preference to any other

security (ies) at its sole discretion and no failure on the part of “the Corporation” to

enforcing or requiring enforcement to any other security shall have the effect of

releasing “the Bank” from its full liability hereunder.

C. We, _______________ Bank Ltd., further agree that "the Corporation" shall be

the sole judge as to whether the said "Operator" has committed any breach or is in

default of any of the terms and conditions of their Agreement/ Understanding

and as to the extent of loss, damage, costs, charges and expenses suffered or

incurred or would be suffered or incurred by "the Corporation" on account thereof

and the amount payable under this Guarantee and we absolutely waive in favour

of "the Corporation" all the rights and defences to which we, as guarantors and/or

"the Operator" may be entitled to.

D. We, ____________Bank Ltd. further agree that the amount demanded by "the

Corporation" as such shall be final and binding on "the Bank" as to the Bank's

liability to pay the amount demanded and "the Bank" undertakes to pay to "the

Corporation" the entire amount so demanded on first demand and without any

demur and without any reference to “the Operator”, notwithstanding any dispute



raised by "the Operator" or any other party or any suit or other legal proceedings

including arbitration is pending before any court tribunal or arbitrator relating

thereto or between Bank and the Operator; our liability under this guarantee being

absolute and unconditional. We, “the Bank” further agree that the guarantee

herein contained shall remain in full force and continue to have full effect so long

as the said entire payable amount under this Bank Guarantee remains unadjusted,

it being understood that the Corporation shall have the right to make demands on

the Bank for any part of the amount so Guaranteed from time to time in one or

more drawings, provided however, that the value of this guarantee shall

progressively reduce upon any drawings being made by "the Corporation" against

the said guarantee and "the Corporation" rights shall extend only to the value of

the unadjusted amount of the Guarantee.

E. We, ___________ Bank Ltd. further agree with "the Corporation" that "the

Corporation" shall have the fullest liberty without our consent and without in

any manner affecting our obligations hereunder to vary any of the terms and

conditions of the Agreement/ Understanding between the Corporation and

Operator and/or to extend time of performance from time to time or to postpone

for any time or from time to time any of the powers exercisable by "the

Corporation" against "the Operator" and to forbear to enforce any of the terms

and conditions relating to the Agreement/ Understanding and we shall not be

relieved from our obligations or liability by reason of any such variation or extension

being granted to "the Operator" or for any forbearance, act or omission by “the

Corporation” on "the Operator" or by any such matter or things whatsoever, which

under the law relating to sureties would, but for these provisions, have the effect of

relieving us.

F. We, _____________ Bank Ltd., further agree that this Guarantee/Undertaking

shall not be affected due to variance of any of the terms and conditions of the

agreement/ understanding between Bank and the “Operator”, or of the

agreement / understanding between the Operator and the Corporation or due to

the expiry, renewal under fresh terms, termination or extension of time or either or

both of them.

G. We, ___________________ Bank agree that "the Bank" 's liability under this

guarantee shall not be affected by any change in the constitution of "the

Operator" or its insolvency, winding up, re-organisation, amalgamation or

liquidation (including any appointment of a receiver, administrator, administrative

receiver or supervisor of the Operator or any of its assets) nor in case of any dispute

or disagreement whatsoever under the Agreement. We shall indemnify you

immediately on demand against any cost, loss or liability suffered by you as a result

of our this obligation being or becoming unenforceable, invalid or contrary to the



laws of India (except in the case of a fraud by you).

H. We, _____________ Bank Ltd. further undertake not to revoke this guarantee

during its currency except with the previous written consent of "the Corporation".

I. We, _____ Bank Ltd. further agree that “the Corporation” shall not be

bound to disclose the nature of breach or default committed by the Operator or

the extent of the loss, damage, costs, etc. caused to it therefrom or even to state

that there has been any loss or damage or breach, but merely to invoke the

Guarantee and seek any amount whatsoever under this Guarantee, subject to a

maximum of the entire Guarantee amount stated in the next paragraph, our

liability under this Guarantee being absolute and unconditional.

J. Notwithstanding anything contained herein before, our liability under this

Bank Guarantee is restricted to Rs. __________________(Rupees

__________________________________________) in aggregate and it will remain in

force till the _____________ day of _____________, year _________. Unless a claim or

demand in writing is made against us under the guarantee within THREE months

from the date of expiry of the bank guarantee, i.e. before the _________day of

__________, year_________ all rights under this guarantee shall be forfeited and we

shall be relieved and discharged from all liability hereunder.

K. We, _________________ Bank have the necessary power and authority to issue

this guarantee in favour of "the Corporation" in terms of the documents and/or the

agreement/contract/ understanding entered into between "the Operator" and

"the Bank" in this regard and the signatory is duly authorized.

IN WITNESS WHEREOF the Bank has executed this document on this _______ day of

______, 2013.

(FOR _________ BANK)

(by its Authorised Signatory)

(signature of a person

authorized to sign on behalf

of "the Bank", with name,

designation and bank

stamp)



ANNEXURE - XI AGREEMENT No. Dated

To, HINDUSTAN PETROLEUM CORPORATION LIMITED

Sub : Purchase of Bidding Documents

Ref. Tender No. 13000113-HD-14001 HPCL and the Bidder agree that the Notice Inviting Tender (NIT) is an offer made on

the condition that the bidder will sign the Integrity Pact and the Bid would be kept open in its original form without variation or modification for a period of (state the

number of days from the last date for the receipt of tenders stated in the NIT) ………. days and the making of the bid shall be regarded as an unconditional and absolute acceptance of this condition of the NIT.

We confirm acceptance and compliance with the Integrity Pact in letter and spirit. We further agree that the contract consisting of the above conditions of NIT as the

offer nd the submission of Bid as the Acceptance shall be separate and distinct from the contract which will come into existence when bid is finally accepted by HPCL.

The consideration for this separate initial contract preceding the main contract is that HPCL is not agreeable to sell the NIT to the Bidder and to consider the bid to be

made except on the condition that the bid shall be kept open for ……… days after the last date fixed for the receipt of the bids and the Bidder desires to make a bid on

this condition and after entering into this separate initial contract with HPCL. HPCL promises to consider the bid on this condition and the Bidder agrees to keep

the bid open for the required period. These reciprocal promises form the consideration for this separate initial contract between the parties.

If Bidder fails to honour the above terms and conditions , HPCLshall have unqualified,

absolute and unfettered right to encash / forfeit the bid security submitted in this behalf. Yours faithfully

(BIDDER) (PURCHASER) (One copy of this agreement duly signed must be returned alongwith offer).



INTEGRITY PACT

Between

Hindustan Petroleum Corporation Limited (HPCL) hereinafter referred to as “The

Principal”,

and

………………………………………………………. hereinafter referred to as “The

Bidder/Operator”

Preamble

The Principal intends to award, under laid down organization procedures, contract/s

for ………………………………………… The Principle values full compliance with all

relevant laws and regulations, and the principles of economic use of resources, and

of fairness and transparency in its relations with its Bidders/s and Operator/s.

In order to achieve these goals, the Principal cooperates with the renowned

international Non-Governmental Organisation “Transparency International” (TI).

Following TI‟s national and international experience, the Principal will appoint an

external independent Monitor who will monitor the tender process and the execution

of the contract for compliance with the principles mentioned above.

Section 1 – Commitments of the Principal

(1) The Principal commits itself to take all measures necessary to prevent

corruption and to observe the following principles:

1. No employee of the Principal, personally or through family members, will in

connection with the tender for, or the execution of a contract, demand, take a

promise for or accept, for him/herself or third person, any material or immaterial

benefit which he/she is not legally entitled to.

2. The principal will, during the tender process treat all Bidders with equity and

reason. The Principal will in particular, before and during the tender process, provide

to all Bidders the same information and will not provide to any Bidder confidential /

additional information through which the Bidder could obtain an advantage in

relation to the tender process or the contract execution.



3. The principal will exclude from the process all known prejudiced persons.

(2) If the Principal obtains information on the conduct of any of its employees which

is a criminal offence under the relevant Anti-Corruption Laws of India, or if there be a

substantive suspicion in this regard, the Principal will inform its Vigilance Office and in

addition can initiate disciplinary actions.

Section 2 – Commitments of the Bidder / Operator

(1) The Bidder / Operator commits itself to take all measures necessary to prevent

corruption. He commits himself to observe the following principles during his

participation in the tender process and during the contract execution.

1. The Bidder / Operator will not, directly or through any other person or firm, offer,

promise or give to any of the Principal‟s employees involved in the tender process or

the execution o

f the contract or to any third person any material or immaterial benefit which he/she

is not legally entitled to, in order to obtain in exchange any advantage of any kind

whatsoever during the tender process or during the execution of the contract.

2. The Bidder / Operator will not enter with other Bidders into any undisclosed

agreement or understanding, whether formal or informal. This applies in particular to

prices, specifications, certifications, subsidiary contracts, submission or non-submission

of bids or any other actions to restrict competitiveness or to introduce cartelisation in

the bidding process.

3. The Bidder / Operator will not commit any offence under the relevant Anti-

corruption Laws of India; further the Bidder / Operator will not use improperly, for

purposes of competition or personal gain, or pass on to others, any information or

document provided by the Principal as part of the business relationship, regarding

plans, technical proposals and business details, including information contained or

transmitted electronically.

4. The Bidder / Operator will, when presenting his bid, disclose any and all payment

he has made, is committed to or intends to make to agents, brokers or any other

intermediaries in connection with the award of the contract.

(2) The Bidder / Operator will not instigate third persons to commit offences

outlined above or be an accessory to such offences.

Section 3-Disqualification from tender process and exclusion from future contracts

If the Bidder, before contract award has committed a transgression through a

violation of Section 2 or in any other form such as to put his reliability or credibility as



Bidder into question, the Principal is entitled to disqualify the Bidder from the tender

process or to terminate the contract, if already signed, for such reason.

(1) If the Bidder/Operator has committed a transgression through a violation of

Section 2 such as to put his reliability or credibility into question, the Principal is

entitled also to exclude the Bidder / Operator from future contract award processes.

The imposition and duration of the exclusion will be determined by the severity of the

transgression. The severity will be determined by the circumstances of the case, in

particular the number of transgressions, the position of the transgressors within the

company hierarchy of the Bidder and the amount of the damage. The exclusion will

be imposed for a minimum of 6 months and maximum of 3 years.

(2) A transgression is considered to have occurred if the Principal after due

consideration of the available evidence, concludes that no reasonables doubt is

possible.

(3) The Bidder accepts and undertakes to respect and uphold the Principal‟s

absolute right to resort to and impose such exclusion and further accepts and

undertakes not to challenge or question such exclusion on any ground, including the

lack of any hearing before the decision to resort to such exclusion is taken. This

undertaking is given freely and after obtaining independent legal advice.

(4) If the Bidder / Operator can prove that he has restored / recouped the

damage caused by him and has installed a suitable corruption prevention system,

the Principal may revoke the exclusion prematurely.

Section 4 – Compensation for Damages

(1) If the Principal has disqualified the Bidder from the tender process prior to the

award according to Section 3, the Principal is entitled to demand and recover from

the Bidder liquidated damages equivalent to Earnest Money Deposit/Bid Security.

(2) If the Principal has terminated the contract according to Section 3, or if the

Principle is entitled to terminate the contract according to Section 3, the Principal

shall be entitled to demand and recover from the Operator liquidated damages

equivalent to Security Deposit / Performance Bank Guarantee.

(3) The bidder agrees and undertakes to pay the said amounts without protest or

demur subject only to condition that if the Bidder / Operator can prove and establish

that the exclusion of the Bidder from the tender process or the termination of the

contract after the contract award has caused no damage or less damage than the

amount of the liquidated damages, the Bidder / Operator shall compensate the

Principal only to the extent of the damage in the amount proved.

Section 5 – Previous Transgression

(1) The Bidder declares that no previous transgression occurred in the last 3 years with

any other Company in any country conforming to the TI approach or with any other



Public Sector Enterprise in India that could justify his exclusion from the tender

process.

(2) If the Bidder makes incorrect statement on this subject, he can be disqualified

from the tender process or the contract, if already awarded, can be terminated for

such reason.

Section 6 – Equal treatment of all Bidders / Operators / SubOperators

(1) The Bidder / Operator undertakes to demand from all subOperators a

commitment in conformity with this Integrity Pact, and to submit it to the Principal

before contract signing.

(2) The Principal will enter into agreements with identical conditions as this one with

all Bidders, Operators and SubOperators.

(3) The Principal will disqualify from the tender process all bidders who do not sign this

Pact or violate its provisions.

Section 7 – Criminal charges against violating Bidders/Operators/SubOperators

If the Principal obtains knowledge of conduct of a Bidder, Operator or SubOperator,

or of an employee or a representative or an associate of a Bidder, Operator or

SubOperator which constitutes corruption, or if the Principal has substantive suspicion

in this regard, the Principal will inform the Vigilance Office.

Section 8 – External Independent Monitor / Monitors (three in number depending on

the size of the contract) (to be decided by the Chairperson of the Principal)

(1) The Principal appoints competent and credible external independent Monitor for this

Pact . The Principal has nominated S/Shri Prabir Sengupta , V K Shunglu and Justice S C

Pratap C/o Company Secretary , Hindustan Petroleum Corpn Ltd , 17 , Jamshedji Tata

Road , Mumbai – 400020 .The task of the Monitor is to review independently and

objectively, whether and to what extent the parties comply with the obligations under this

agreement.

(2) The Monitor is not subject to instructions by the representatives of the parties and

performs his functions neutrally and independently. He reports to the Chairperson of

the Board of the Principal.

(3) The Operators accepts that the Monitor has the right to access without restriction

to all Project documentation of the Principal including that provided



by the Operator. The Operator will also grant the Monitor, upon his request and

demonstration of a valid interest, unrestricted and unconditional access to this

project documentation. The same is applicable to SubOperators. The Monitor is

under contractual obligation to treat the information and documents of the Bidder /

Operator / SubOperator with confidentiality.

(4) The Principal will provide to the Monitor sufficient information about all meetings

among the parties related to the Project provided such meetings could have an

impact on the contractual relations between the Principal and the Operator. The

parties offer to the Monitor the option to participate in such meetings.

(5) As soon as the Monitor notices, or believes to notice, a violation of this

agreement, he will so inform the Management of the Principal and request the

Management to discontinue or heal the violation, or to take other relevant action.

The Monitor can in this regard submit non-binding recommendation. Beyond this, the

Monitor has no right to demand from the parties that they act in a specific manner,

refrain from action or tolerate action. However, the Independent External Monitor

shall give an opportunity to the bidder / Operator to present its case before making

its recommendations to the Principal.

(6) The Monitor will submit a written report to the Chairperson of the Board of the

Principal within 8 to 10 weeks from the date of reference or intimation to him by the

„Principal‟ and, should the occasion arise, submit proposals for correcting

problematic situations.

(7) Monitor shall be entitled to compensation on the same terms as being extended

to / provided to Outside Expert Committee members / Chairman as prevailing with

Principal.

(8) If the Monitor has reported to the Chairperson of the Board a substantiated

suspicion of an offence under relevant Anti-Corruption Laws of India, and the

Chairperson has not, within reasonable time, taken visible action to proceed against

such offence or reported it to the Vigilance Office, the Monitor may also transmit this

information directly to the Central Vigilance Commissioner, Government of India.

(9) The word „Monitor‟ would include both singular and plural.

Section 9 – Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Operator

12 months after the last payment under the respective contract, and for all other

Bidders 6 months after the contract has been awarded. If any claim is made /

lodged during this time, the same shall be binding and continue



to be valid despite the lapse of this pact as specified above, unless it is discharged /

determined by Chairperson of the Principal.

Section 10 – Other provisions

(1) This agreement is subject to Indian Law. Place of performance and jurisdiction is

the Registered Office of the Principal, i.e. Mumbai. The Arbitration clause provided in

the main tender document / contract shall not be applicable for any issue / dispute

arising under Integrity Pact.

(2) Changes and supplements as well as termination notices need to be made in

writing. Side agreements have not been made.

(3) If the Operator is a partnership or a consortium, this agreement must be

signed by all partners or consortium members.

(4) Should one or several provisions of this agreement turn out to be invalid, the

remainder of this agreement remains valid. In this case, the parties will strive to come

to an agreement to their original intentions.

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

For the Principal For the Bidder/Operator

Place……………………………. Witness 1: ……………………

Date……………………………… Witness 2: …………………..