PAWAN HANS HELICOPTERS LIMITED (AN ISO 9001-2000 COMPANY)

TENDER DOCUMENT

FOR

TECHNICAL SERVICES OF AERIAL PATROLLING OF TRANSMISSION LINES AS PER TENDER FLOATED BY POWERGRID CORPORATION OF INDIA LTD.

SPECIFICATION NOS.: CC-CS/261-CC/MISC-1526/3/G8 IN INDIA BY AS 350B3 / BELL 407/BELL 206L4 HELICOPTER OWNED BY PAWAN HANS HELICOPTERS

LIMITED

THROUGH INTERNATIONAL COMPETITIVE BIDDING

Tender No. PHHL/CO/MKT./4817/61

INTERNATIONAL COMPETITIVE BIDDING Dear Sirs, Sealed Tenders under ‘SINGLE BID SYSTEM' are invit ed from the experienced/licensed operators/agencies for technic al services of AERIAL PATROLLING OF TRANSMISSION LINES as per Tender Floa ted by Powergrid Corporation of India Ltd. Specification Nos.: CC-CS /261-CC/MISC-1526/3/G8) in India by AS 350B3 / Bell 407/Bell 206L4 helicopter owned by Pawan Hans Helicopters Ltd. (PHHL). PHHL intends to form a con sortium with the selected L1 bidder and submitting a bid (in the name of PHHL, t he leader of the consortium) against the above tender as per the tender provisio ns. Basic Salient Features of the Powergrid Tender (Oth er than the Terms and Conditions specified herein, Bidders may see remain ing terms and conditions on Powergrid website http://www.powergridindia.com/):- S.No. Reference Details 2 Tender Reference Specification Nos.: CC-CS/261-CC/MISC-

1526/3/G8, Aerial Patrolling of Transmission Lines

4 Requirement Aerial Patrolling of EHV Transmission Lines of around route 15000 km.

5 Scope of Work • Aerial patrolling of EHV (220 kV AC/ 400 kV AC/ 765 kV AC/ ± 500 kV HVDC) transmission lines using gyro stabilized gimbal mounted Thermovision Camera.

• High Definition Video Camera and Still photography camera along with Global Positioning System Receiver, Monitor, on board Recorder installed on Helicopter/ small aircraft. Use of LIDAR for measurement of clearances from tree/ bushes, ground profile and side infringements is desirable.

• Providing Helicopter/ small aircraft (PHHL will provide)

• Installation and use of gyro stabilized gimbal mounted Thermovision Camera, High Definition Video Camera and Still photography camera along with Global Positioning System Receiver, Monitor, on board Recorder on Helicopter which is to be used for

aerial patrolling of transmission lines. • To obtain statutory clearances

required for conducting aerial patrolling from concerned authorities like Directorate General of Civil Aviation (DGCA), Ministry of Defence (MoD), local administrative authorities etc. Employer will provide details of transmission lines on which aerial patrolling is planned to be carried out.

• The transmission lines on which aerial patrolling is proposed are situated in the state of Himachal Pradesh, Haryana, Punjab, Uttar Pradesh, Uttarakhand, Rajasthan, Madhya Pradesh, Chattisgarh, Gujarat, Maharashtra, Goa, Bihar, Jharkhand, West Bengal, Orissa, Andhra Pradesh, Karnataka, Kerala and Tamilnadu, Pondicherry.

6 Completion of Aerial Patrolling Nine months from the issue of Letter of Award

7. Tender Closing date 16 April 2012 1400 Hrs.

8. Tender Opening date 16 April 2012 1500 Hrs.

9. Bid Bond (EMD) Bank Guarantee of US$ 20,000/- (US Dollar Twenty Thousand only) or Indian Rupees 10,00,000/-(Rupees Ten Lacs only)

10. Performance Guarantee The selected Bidder, shall give Performance Guarantee equivalent to 10% of the contract value

11. (i) Bid Validity

(ii) Bid Bond Validity

(i) 10 Months from the date of opening or extensions thereof.

(ii) 60 Days beyond bid validity period.

12. Correspondence Address GENERAL MANAGER (MARKETING) PAWAN HANS HELICOPTERS LIMITED C-14, SECTOR-1, NOIDA-201301, DISTT GAUTAM BUGH NAGAR (U.P.) Tel: +91-120-2476735 Fax: +91-120-2476979/+91-120-2542205 Email: dgm.mktg@phhl.co.in Website : www.pawanhans.co.in

'SINGLE BID SYSTEM' shall be followed for this Tend er. Bidder should take due care to submit tenders in ac cordance with requirement in sealed covers. PHHL may issue any amendment(s) to the tender withi n the duration as specified above. Yours faithfully, FOR PAWAN HANS H ELICOPTERS LIMITED

Name & Signatures

INDEX THE SET OF TENDER DOCUMENT CONTAINS THE FOLLOWING: # Description Section Page No.

1 General Terms and Conditions I

2 ANNEXURES & SCHEDULES:

i. Questionnaire for response as per Schedule- I attached

ii. Schedule of Rates as per Schedule - II attached

iii. Performa for Bid Bond Guarantee. Annexure 'I' - (Submit with the Bid)

iv. Performa for Performance Bank Guarantee Annexure – II - (To be submitted after award of LOI)

v. Integrity Pact

II- Schedule I

II- Schedule II

II- Annexure I

II- Annexure II

II- Annexure III

3 Standard terms and conditions (Not all inclusive) to be included in draft contract

III

SECTION - I GENERAL TERMS AND CONDITIONS AND INSTRUCTION TO THE BIDDERS

1.1 The scope of work under this package shall be in complete conformity with the subsequent sections of this volume and covers Aerial patrolling of EHV (220 kV AC/ 400 kV AC/ 765 kV AC/ ± 500 kV HVDC) transmission lines using gyro stabilized gimbal mounted Thermovision Camera, High Definition Video Camera and Still photography camera along with Global Positioning System Receiver, Monitor, on board Recorder installed on Helicopter/ small aircraft. Use of LIDAR for measurement of clearances from tree/ bushes, ground profile and side infringements is desirable.

The scope of work includes but not limited to following: a. Providing Helicopter/ small aircraft (Helicopter to be provided by

Pawan Hans but pilot in command (PIC) shall be provided by bidder). b. Installation and use of gyro stabilized gimbal mounted Thermovision

Camera, High Definition Video Camera and Still photography camera along with Global Positioning System Receiver, Monitor, on board Recorder on Helicopter/ small aircraft which is to be used for aerial patrolling of transmission lines.

c. To obtain statutory clearances required for conducting aerial patrolling from concerned authorities like Directorate General of Civil Aviation (DGCA), Ministry of Defence (MoD), local administrative authorities etc. Employer will provide details of transmission lines on which aerial patrolling is planned to be carried out.

The transmission lines on which aerial patrolling is proposed are situated in the state of Himachal Pradesh, Haryana, Punjab, Uttar Pradesh, Uttarakhand, Rajasthan, Madhya Pradesh, Chattisgarh, Gujarat, Maharashtra, Goa, Bihar, Jharkhand, West Bengal, Orissa, Andhra Pradesh, Karnataka, Kerala and Tamilnadu, Pondicherry.

The above scope of work is indicative and the detailed scope of work is given

in the Technical Specification (Volume-II) of the Bidding Documents of Powergrid.

1.2 PHHL proposes to avail Technical Services from experienced/ licensed

operators/ agencies for providing the above services in India by AS 350 B3 / Bell 407/Bell 206L4 helicopter owned by Pawan Hans Helicopters Ltd. (PHHL).

The bidder should provide experienced/qualified Pil ot(s) as per operational requirements of DGCA, India for the abo ve tasks. It is to be noted that the Bids without offering Pilot(s) wo uld not be considered for evaluation and summarily rejected.

1.3 Further, the bidder may note that:

i) The complete installation equipment must have STC from

FAA/CAA/EASA acceptable to the manufacturer of AS 350 B3 / Bell 407/Bell 206L4 helicopter and DGCA, India and the bidder should also provide a certificate stating that the usage o f this equipment will not interfere with Radio/Navigationa l equipments on board the helicopter .

ii) Providing experienced/qualified pilots – one or more numbers as per DGCA, India, requirements with the operating crew for carrying out the task. Experience and other details of the Pilot(s) should be provided along with the Bid. It is to be noted that the Bids not offering Pilots would not be considered for evaluation and summarily rejected.

iii) Training of PHHL pilots (as co-pilot) for operation of power line inspection service.

iv) Bidder may also specify the number of days required for inspection.

1.4 Pawan Hans helicopter engineer will help to install the equipment on to the helicopter under instruction/ expertise of the engineer provided by the bidder. 1.5 PHHL may issue any amendment(s) to the tender within the duration as specified elsewhere in this tender document.

2. BID GUARANTEE

The bidders or their agents shall submit bid bond in original along with their bid. The Bid bond shall be for a sum US$ 20,000 (US Dollars Twenty Thousand only) or Indian Rupees 10,00,000/- (Rupees Ten Lacs only) in the form of an irrevocable Bank Guarantee. Bid Bond bank guarantee issued by any Indian Nationalized/Scheduled Bank will be accepted. In case no Indian Bank is situated in the city of the bidder, then Bank Guarantee issued by a foreign bank of international repute will be accepted. The Bid Bond shall be kept valid initially for a period of two months beyond validity period of the offer i.e. up to ____________ as per the Bid Bond Performa at Section III-Annexure 'I'. The bid bond which shall be in the form of an irrevocable bank guarantee for the said amount shall specifically bind the bidder to keep his offer valid for acceptance as per the period specified above and to abide by all the conditions of Pawan Hans Helicopters Ltd's Bid package in the event of PHHL desiring to hire the equipment, pilot(s) and operation crew and service etc. as per this tender. PHHL shall have an unqualified option to forfeit the bid bond amount in the event of the bidder failing to keep the tender valid up to the date specified on terms quoted in the tender.

2.1 The following conditions would also lead to the forfeiture of bid bond:

a) If the tender is withdrawn during the validity period or any extension thereof.

b) If the tender is varied or modified in a manner not acceptable to PHHL

during the validity or agreed extension of the validity duly agreed by the bidder or after issue of LOI / TOI by PHHL and prior to signing of contract.

c) If the successful bidder is seeking modifications to the agreed terms and

conditions after issue of LOI / TOI. 2.2.1 PHHL shall, however, arrange to release the bid bond in respect of unsuccessful

bidders as soon as possible after a decision is taken on the successful bidder or his agent.

2.2.2 Bids received without bid bonds will be rejected and not considered. The original

bid bond (and not photocopies/fax copies) must be enclosed with the bid. 3. PAYMENT CONDITIONS

PHHL shall pay to the bidder the amount agreed and in the currency mentioned in the contract as follow:

Progressive payment shall be made to the bidder as follows:

i. 10%- Upon acceptance of Letter of Intent against matching bank guarantee to be submitted by the bidder. All/Any bank charges shall be responsibility of bidder.

ii. 20%- Upon completion of 30% of the contracted works within 15 days of submission of bills, reports as per and format/requirements of Powergrid.

iii. 30%- Upon completion of additional 30% (i.e. total 60%) of the contracted works within 15 days of submission of bills, reports as per and format/requirements of Powergrid.

iv. 30%- Upon completion of additional 30% (i.e. total 90%) of the contracted works within 15 days of submission of bills, reports as per and format/requirements of Powergrid.

v. 10%- Upon completion of additional and final 10% (i.e. total 100%) of the contracted works within 15 days of submission of bills, reports as per and format/requirements of Powergrid.

4. PERFORMANCE GUARANTEE

The selected Bidder shall give Performance Guarantee equivalent to 10% of the contract value issued by an Indian Nationalized/Scheduled Bank or a first class International Bank valid for a period of 90 days beyond the contract completion period. In the event the Bidder fails to fulfill the obligations of minimum acceptable performance level of any of the parameter, specifications in the tender offer and other conditions, the hirer (Pawan Hans) after giving opportunity within 10 days for carrying out the guaranteed performance checks and rectify and remove the deficiencies and defects at Bidder’s cost, shall have option to encash the Performance Guarantee. PHHL shall also have option to terminate the contract. With regard to measurement of performance, it is clarified that the bidder is to provide cameras and other equipment as per the Powergrid tender requirement and other equipment that is certified for fitment on AS 350B3/ Bell 407/ Bell 206L4 helicopter by the FAA/ CAA/ JAA acceptable to the manufacturer of AS 350 B3 / Bell 407/ Bell 206L4 helicopter or from DGCA, India.

5. INSURANCE COVERAGE

The selected Bidder shall obtain at its cost insurance coverage of an after deductible value of 110% of the total value of the equipment used for power line inspection service from leading international insurance company through transportation phase and up to date of delivery to Indira Gandhi International Airport, New Delhi, India and thereafter installation & operation in India. The insurance of helicopter and the passengers shall be on account of Pawan Hans as per our existing terms and conditions. The bidder will take the appropriate insurance coverage at its cost in respect of his pilots and other operating crew who will fly the helicopter and operate the Equipment.

6. POSSIBLE RELAXATION

If it becomes clear that a reasonable relaxation of any feature of the requirements might lead to major reduction of the cost, complexity or delivery time schedule without seriously affecting the operational effectiveness, necessary concessions would be considered by PHHL.

7. Please go through the enclosed Bid Documents before submission of bids. 8. As such Bidders are advised to submit their bids complete in all respects as per

requirement of tender document clearly specifying their categorical acceptance to all the clauses of the tender document.

9. Please ensure that all documents are submitted in English language. 10. Please ensure that the bids are submitted under 'Single Bid System’. 11. Please ensure that the Bid contains the following:-

(a) Details of Company and equipment & other services offered. (b) Bid Bond of the requisite value and validity as per Annexure 'I'.

(c) Para wise information required under schedule I & II of Section III.

12. Please ensure that the Bid contains the schedule of rates as per schedule II of Section III duly filled in.

13. In order to select the most suitable party, the Bidders are requested to provide

information as per Questionnaire at schedule I, Schedule II enclosed and submit the same in sealed cover and super-scribed as under after sealing the same:

Tender No. PHHL:CO: Mkt: 4817/61

And sent to:

GENERAL MANAGER (MARKETING) PAWAN HANS HELICOPTERS LIMITED C-14, SECTOR-1, NOIDA-201301, DISTT GAUTAM BUGH NAGAR (U.P.) Tel: +91-120-2476735 Fax: +91-120-2476979/+91-120-2542205

Bids should be sent by registered air mail, courier or hand delivered. Pawan Hans shall not be responsible if the Bid documents are misplaced/ delayed in transit and not received by the prescribed date and time.

14. Please ensure that your bid complete in all respects reaches the specified office

of Pawan Hans Helicopters Ltd. before tender closing date and time. 15. THE BIDDERS SHOULD VISIT PHHL WEBSITE at www.pawanhans.co.in

FOR AMENDMENTS, CLARIFICATIONS, UPDATES, IF ANY, WH ICH WOULD FORM PART OF THE TENDER.

******************

SECTION-II

ANNEXURES & SCHEDULES

To be submitted with the Bid SECION II- Schedule I

PAWAN HANS HELICOPTERS LIMITED

(A Govt. of India Enterprise) QUESTIONNAIRE: – TENDER NO: PHHL:CO:MKT:4817/61 (Please respond to every item. Attach additional sheets if required) 1. Name & Address of the Company : 2. The name of the country where the : company is registered 3. Turnover of the company for the last five years : 4. Details of the Airborne powerline inspection : (Please provide all technical details along with catalog/brochure and inspection reports 5. Year of manufacturer of the equipment and :

service 6. Expected economic life of the equipment : 7. The Installation on Equipment Certified with Date: FAA/CAA/JAA acceptable to the Manufacturer of

AS 350B3/Bell 407/Bell 206L4 helicopter or to DGCA India:

8. Details of the equipment being manufactured/: provided to other parties for different type of helicopters 9. Latest technology features incorporated : on the equipment (Details) 10. Mobilization Schedule after placement of LoI :

11. Special features for Operation in tropical : environment (hot, humid, terrains and saline) 12. List of the present customers for such : Equipment

13. Details of accident/incidents, if any during : last three years involving use of this equipment 14. Details of insurance cover for the equipment : 15. Validity period of the offer : 16. Ground time required, if any for maintenance: of the equipment. 17. Provision for replacement of the equipment, :

in case of un-serviceability and time required 18. Manpower required, if any for ground : handling of the equipment (PHHL could provide this if required) 19. No. of pilot(s) required to fly the : helicopter for airborne inspection 20. Details of experience of the pilot (s) : to be provided (attach Resume) 21. No. of Operating Crew (s) required to operate the equipment : 22. Details of experience of the Operating : Crew(s) to be provided 23. Details of requirements, if any to be : fulfilled on the part of PHHL 24. Confirm that bidder has gone through and agrees: to provide all services as per the detailed tender document of Powergrid as available on its website

http://www.powergridindia.com/ i.e. AERIAL PATROLLING OF TRANSMISSION

LINES Specification Nos.: CC-CS/261-CC/MISC-1526/3/G8) Using helicopter only of Pawan Hans Helicopter Ltd Bell 206 L4/Bell 407/AS350B3.

25. Bidder has to provide complete specifications of the following/any other equipment and accessories along with the bid to assess whether it can be imported freely under "Open General License" or falls under Restricted category and requires import permit prior to import:

Gyro stabilized gimbal mounted Thermovision Camera, High Definition Video Camera and Still photography camera along with Global Positioning System Receiver, Monitor, on board Recorder on Helicopter which will be used for aerial patrolling of transmission lines.

26. Bidder has to provide copy of proforma Invoice along with the bid giving

fair/insured value of the above equipment for evaluation of customs duty (in case of applicability) in advance.

27. Bidder also has to provide packing list along with the bid giving detailed break-up

of accessories of the equipment showing Part No. / Model No., Quantity etc. 28. Details of experience in last 5 years (completed and current contracts):

Customer Total Value Outstanding Value (if current)

Completion (Actual/ Estimated if current)

29: Compliance to Social Accountability :

Standards i.e. SA8000 (www.sa-intl.org) 30: Work Completion Schedule:

# Description Period in months from effective date of contract/LOI

1 Mobilization on site (India) of all equipments and personnel in ready condition

2 20% completion 3 30% completion 4 60% completion 5 90% completion 6 100% completion 7 Submission of line wise detailed draft analysis

report and recommendation

8 Submission of final report Signature_____________________

Designation____________________

To be submitted with the Bid SECTION II- Schedule II

PRICING FOR TECHNICAL SERVICES OF AERIAL PATROLLING OF TRANSMISSION LINES AS PER TENDER FLOATED BY POWERGR ID CORPORATION OF INDIA LTD. SPECIFICATION NOS.: CC-CS /261-CC/MISC-1526/3/G8 IN INDIA BY AS 350B3 / BELL 407/BELL 206L 4 HELICOPTER OWNED BY PAWAN HANS HELICOPTERS LIMITED to be installed o n PHHL owned AS 350B3/Bell 407/Bell 206L4 helicopter and experience d / qualified technical crew for operation and maintenance of such equipment. Price Bid should be as per format specified by Powe rgrid (Attached herewith) with firm rates to be quoted in currency INR (India n Rupee) or USD (US Dollar) only (specify currency). Besides quoting as per above format , bidders should also quote the following :- Specify discount (if any) OR Additional cost (if any) if Co-pilot is provided by PHHL required to be trained in India by bidder during in India during the operations. Above does not necessarily imply that PHHL shall be providing a co-pilot for this task.

Specify if discount or additional cost: _________________ Amount: INR/USD

NOTE :- The charges for the Technical Services will be FIXE D be net of Income Tax/Service tax/other taxes in India in case of for eign bidders only (Income Tax/other taxes in India will be borne by Pawan Han s and loaded to the quoted charges for evaluation). However, in case of Indian bidders all taxes in India shall be borne by the bidder. Custom duty, if any, on equ ipments/materials imported into India shall be borne by the bidder.

Signature_________________________ Designation_______________________

SECTION II- ANNEXURE I

PROFORMA OF BANK GUARANTEE FOR BID BOND Ref : Bank Guarantee No.______________

Date ____________________________ PAWAN HANS HELICOPTERS LIMITED Safdarjung Airport New Delhi-110 003 Dear Sirs, 1. Whereas Pawan Hans Helicopters Limited (PHHL) a Company established

under the Companies Act 1956, having its registered office at Safdarjung Airport, New Delhi (hereinafter called "PHHL" which expression shall unless repugnant to the context or meaning thereof include all its successors, administrators, executers and assigns) has floated a Tender No. PHHL/CO/MKT/4817/61 and M/S.____________________________________ having registered/head office at___________________________ (hereinafter called the "Tenderer" which expression shall unless repugnant to the context or meaning thereof mean and include all its successors, administrators, executors and assigns) have submitted a quotation reference No._________________________ and tenderer having agreed to furnish as a condition precedent for participation in tender an unconditional and irrevocable bank guarantee of US$ 20,000 (US Dollars Twenty Thousand only) or Indian Rupees 10,00,000/- (Rupees Ten Lacs only) for the due performance or tenderer's obligations as contained in the terms of the Notice inviting Tenders (NIT) and other terms and conditions contained in the Tender Documents supplied by PHHL, especially the conditions that tenderer shall keep his bid open upto ten (10) months after opening of or any extension thereof and shall not withdraw/or modify it in a manner not acceptable to PHHL. The tenderer has absolutely and unconditionally accepted these conditions. Pawan Hans Helicopters Ltd. and the tenderer have agreed that Tender documents is an offer made on the condition that the tender, if submitted, would be kept open in its original form without variation or modification in a manner acceptable to PHHL for the period upto DATE(ten (10) months after opening of or any extension thereof)________ and that the making of the tender itself shall be regarded as an unconditional and absolute acceptance of the condition contained in NIT and the tender documents. They have further agreed that the tender shall be kept open for the period indicated above and the tenderer desired to make a tender on this condition, PHHL promises to consider the tender on this condition and the tenderer agrees to keep the tender open for the required period.

2. Therefore, we__________________________ registered under the laws of

___________________having head/ registered office at ______________________(hereinafter referred to as the "Bank" which thereof, include all its successors, administrator & executors) hereby issue irrevocable and unconditional bank guarantee and undertake to pay immediately on first demand in writing all monies to the extent of US$ 20,000 (US Dollars Twenty Thousand only) or Indian Rupees 10,00,000/- (Rupees Ten Lacs only) at any time immediately on such demand without any demur, reservations, recourse, context or protest and/or without any reference to the tenderer and any such demand made by PHHL on the Bank shall be conclusive and binding notwithstanding any difference between PHHL and the tenderer or any dispute pending before any court, arbitrator or any other authority and/or any other matter whatsoever, we also agree that the guarantee herein contained shall be irrevocable unless it is discharged earlier by PHHL in writing. This guarantee shall not be determined/discharged/affected by the liquidation winding up dissolution, or insolvency of the tenderer and will remain valid, binding and operative against the bank.

3. The Bank also undertakes that PHHL at its option shall be entitled to enforce this Guarantee against the Bank as a principal debtor, in the first instance, without proceeding against the tenderer.

4. The Bank further agrees that as between the Bank and PHHL for the purpose of this guarantee any notice for the breach of the condition contained in NIT and other terms and conditions contained in the Tender documents as referred above, given to the Bank by PHHL shall be conclusive and binding on Bank without any proof, notwithstanding any other matter of difference or dispute whatsoever. We further agree that this guarantee shall not be affected by any change in our constitution, in the constitution of PHHL or that of the tenderer. We also undertake not to revoke in any case this guarantee during its currency.

5. The Bank agrees with PHHL that PHHL shall have the fullest liberty without our consent and without affecting in any manner our obligation hereunder to vary any of the terms of the tender or get extension of the validity period from time to time. We shall not be relieved from our liability or for any forbearance, act of omission and commission on the part of PHHL or any by reason of any such variation or extension for the validity period indulgence shown by PHHL to the said tenderer or by any such matter or thing whatsoever which under the law relating to sureties would, but for this provision, have the effect of so relieving us.

6. Notwithstanding any thing contained here in above our liability under this guarantee is limited to US$ 20,000 (US Dollars Twenty Thousand only) or Indian Rupees 10,00,000/- (Rupees Ten Lacs only) in aggregate and it shall remain in full force and including 60 Days beyond DATE(ten (10) months after opening of or any extension thereof)________and unless extended further from time to time for period as may be instructed in writing by

M/S._________________________________________ on whose behalf this Guarantee has been given in which case it shall remain in full force up to and including 60 Days after the expiry of extended period. Any claim under this Guarantee must be given in which case it shall remain in full force up to and including two months after the expiry of extended period. Any claim under this Guarantee must be received by us before the expiry of two months or before the expiry of two months after the expiry of extended period, if any. If no such claim has been received by us within two months after the said date/extended date, the rights of PHHL under this Guarantee will cease subject to para 7. However, if such a claim has been received by us within and up to two months after the said date/extended date, all right of PHHL under this Guarantee shall be valid and shall not cease until we have satisfied that claim.

7. The Bank confirms that this Guarantee has been issued with the approval of appropriate Exchange Control Authority in _______________________________________ and any other (indicate the name of the country of issue of Guarantee) authority if required as per the laws of the country of issue of Guarantee.

We also agree that his Guarantee shall be governed and construed in accordance with Indian Laws and subject to exclusive jurisdiction of Indian Courts.

The Bank also agrees that courts of the place from where tenders have been invited shall be have exclusive jurisdiction. In witness where of the Bank, through its authorized officer has set its hand and stamp on this _________ day of _____________ at_____________________.

8. The guarantee can as well be issued from a authorized local Indian representative in the favor of the bidder.

Signature (FULL NAME IN CAPITAL LETTER)

WITNESS NO.1

Signature (full name and address in Capital letters) Designation with Bank Stamp WITNESS NO.2

Signature (Full name and address in capital Letters) Attorney as per power No.___________________________ Date__________________________

SECTION II- Annexure - II Performance Bank Guarantee – Format

We refer to the contract no _____________________signed on ____________________between ____________________(hereinafter called the “Supplier/Service Provider”) whose head office is situated at _________________ and you for the supply by the Service Provider for Thermovision inspection of Power Transmission lines Services as mentioned in the Tender Documents No. PHHL/CO/MKT./4817/61 for an amount of __________________________________________ .In accordance with this Contract, the Supplier/ Service Provider has to provide you a Performance Bond for an amount of ______________ being 10% of the total value of the Contract. We, __________________ Bank, at the request of the Service provider, hereby irrevocably, unconditionally and independently and without demur, reservations, recourse, consent or protest and/or without any reference to the Service provider, undertake and guarantee to pay within 8 days following your written demand up to a total amount of ___________________ (______________________), in the event the Service provider fail to fulfill their obligations under the Contract under the clause _______________________ of the relative Contract. 1. Notwithstanding any difference between Pawan Hans Helicopters Ltd., having its

Registered Officer at Safdarjung Airport, New Delhi, India and the Supplier/Service provider or any disputes pending before any court, tribunal, arbitrator or any other authority, your written demand and such statement shall be conclusive and binding to us that such repayment is due under the terms of the said contract and shall be binding on the bank.

2. The Bank shall not be discharged or released from this Guarantee by any

arrangement made between Pawan Hans Helicopters Ltd. and Supplier/ Service provider with or without our assent or by any alterations in the obligations of the Supplier/ Service provider or by any forbearance or other acts of omission or commission on your part or any other indulgence shown by the Pawan Hans Helicopters Ltd. or by any other matter or thing whatsoever which under law would, but for this provision, have the effect of relieving the Bank whether as to payment time, performance or any other terms of the said contract contained or implied between the Pawan Hans Helicopters Ltd. and the Supplier.

3. The Bank also agrees that the Pawan Hans Helicopters Ltd., at your option, shall

be entitled to enforce this Guarantee against the Bank as principal debtor in the first instance, without proceeding against the Supplier/Service provider and notwithstanding any security or other Guarantee that the Pawan Hans Helicopters Ltd. may have in relation to the Supplier’s liabilities.

4. This Guarantee shall remain valid till 90 days beyond contract completion period so that any claim hereunder, together with the accompanying statement, must be received in writing in English by the Bank within thirty (30) days after the expiry date. Thereafter, this Guarantee shall be null and void whether returned to us for cancellation or not. Unless a claim under this guarantee is received in accordance with this paragraph 4, all your rights under this Guarantee shall be and stand forfeited and we shall have no liability under this guarantee. However, if such a claim has been received by us and by the said date, all your rights under this Guarantee shall not cease until we have satisfied such claim.

This Guarantee shall become operative only upon the commencement of Technical Services. This Guarantee shall be continuing Guarantee and shall not be discharged by any change in the Constitution of the Bank or in the Constitution of the Supplier. Date :

SECTION II- Annexure – III PROFORMA - INTEGRITY PACT

SECTION-III

TENDER NO: PHHL:CO:MKT:4817/61 STANDARD TERMS & CONDITIONS (NOT ALL INCLUSIVE) TO BE INCLUDED IN THE DRAFT CONTRACT 1. Liquidated Damages 1.1 In the event of any delay in delivery, installation, operation of the Technical

Services, which is not caused by Force Majeure, as defined below, as a result of the actions or inactions of PHHL, Bidder shall pay liquidated damages (and not by way of penalty) to PHHL equal to 0.5% of the price of the delayed services for each week or part thereof of delay subject to a maximum of 10% of the Contract Price (final price agreed for Technical Services under this tender), and such amount shall be remitted to PHHL in India.

2. Force Majeure 2.1 If Bidder shall be unable to perform its obligations under this Agreement because

of the intervention of a Force Majeure, which includes any event the happening or pernicious result of which could not have been prevented even though a person against whom it happened or was threatened to happen were to take such appropriate care as might be expected from it in his position and situation e.g. strike, slowdown, war, acts of Government, go-slow, natural catastrophe etc., Bidder shall notify PHHL in writing of the intervention of a Force Majeure within seven (7) days from the date the Force Majeure has begun, and shall use its best efforts to avoid or remove the cause of such Force Majeure and to minimize its effects, and shall not be deemed to have breached this Agreement or owe any penalty under Clause above because of delays in performance caused thereby. In the event a Force Majeure causes partial delay, Bidder shall continue performance of the remaining obligations hereunder, to the extent possible, and shall resume performance of the interrupted obligations promptly upon removal of the Force Majeure. If Bidder fails to notify PHHL as mentioned here above within the above mentioned period, Bidder shall have no right to request any extension of time under the Agreement.

2.2 If there is a delay of more than two (2) months in delivery of Technical Services

due to Force Majeure, then either party may, by written notice, terminate this Agreement. In the event of such termination, the provisions of termination clause, given below pertaining to the obligations of the parties following termination shall apply.

3. Termination 3.1 Except as provided otherwise in other clauses of this Agreement, this agreement

may be terminated by PHHL in the event that the other party breaches any of the terms of this Agreement and such breach is not remedied within a period of fifteen (15) days after written notification thereof to the party alleged to be in breach.

4. Liability

It is expressly understood and agreed by and between the parties that PHHL is entering into this agreement solely on its own behalf and not on behalf of any other person or entity. In particular, it is expressly understood and agreed that the Govt. of India is not a party to this Agreement and has no liabilities or obligations hereunder. It is expressly understood and agreed that PHHL is an independent legal entity with power and authority to enter into contracts solely on its own behalf under the applicable laws of India and general principles of contract law. The Bidder expressly acknowledges and understands that PHHL is not an agent, representative or delegate of the Govt. of India. It is further understood and agreed that the Govt. of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract. Accordingly, the Bidder expressly waives, releases and foregoes any and all actions or claims, including cross claims, imp leader claims or counter claims against the Govt. of India arising out of this contract and covenants not to the Govt. of India as to any manner, claim, cause of action or thing whatsoever arising of or under this agreement.

5. Settlement of Dispute

If any dispute shall arise, both parties undertake to comply with this Agreement in good faith and to amicably consult for settlement. If the dispute can not be settled by the parties within 60 days from the date of consultation, such dispute shall be submitted to arbitration in India for appointment of 3 Arbitrators in accordance with the Arbitration Law and conciliation Law of India. The decision of the Arbitrators shall be made in writing in the English language and it shall be final and binding upon both parties. Each party shall appoint its arbitrator and bear the expenses of its own Arbitrator. The said two arbitrators shall appoint the third arbitrator and shall bear the expenses of the third arbitrator and the fees for the arbitration procedures shall be borne equally by both parties.

If either parties does not comply with the arbitrators decision under this clause, both parties agree that said decision shall be submitted to the Civil Court of India for enforcement. Arbitration proceedings shall be conducted in the English language in New Delhi, India.

6. PHHL may at its sole discretion scrap the tender, reject offers, decide tender in favour of any party irrespective of lowest Bid and may withdraw tender at any time without assigning any reason whatsoever. PHHL at its sole discretion shall have the right to negotiate with the party (ies).

7. Taxes, duties, special documents and licenses

All taxes such as income tax, service tax etc. as applicable in India shall be borne by PHHL in case of foreign bidders for the Technical Services to be provided by the Bidder for airborne power line inspection and loaded to the quoted charges for evaluation. All taxes, duties, fees etc outside India will be borne by the Bidder. However, in case of Indian bidders all taxes in India shall be borne by the bidder.

8. Integrity Pact

Performa of Integrity Pact alongwith guidelines for Indian Agents for foreign suppliers/service providers is enclosed as Annexure – III (also available at our website www.pawanhans.co.in). This would be signed between Pawan Hans and shortlisted Bidder.