Project Dhruv TENDER NO: …gailtenders.in/writereaddata/Tender/tender 1316_20140125_172734.pdf · Appointment of Commercial Consultant for Sourcing and Transportation of Natural

Appointment of Commercial Consultant for Sourcing and Transportation of Natural Gas to Dominion Cove Point LNG Liquefaction Terminal in USA under Project Dhruv

GAIL (India) Limited 16, Bhikaiji Cama Place, R. K. Puram,

New Delhi – 110066 Phone Nos. +91-11-26172580; 26182955

Tender Document for

Appointment of Commercial Consultant for Sourcing and Transportation of Natural Gas to Dominion Cove Point LNG Liquefaction Terminal in USA under

Project Dhruv

TENDER NO:

GAIL/ND/BD/C&P/1316/20048289


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TABLE OF CONTENTS

SL. NO. DESCRIPTION

SECTION – 1A REQUEST FOR QUOTATION (RFQ) NIT SECTION – 1B BID EVALUATION CRITERIA SECTION – 1C INSTRUCTIONS TO BIDDERS (ITB) SECTION - 2 FORMAT OF BID SECTION - 3 INTRODUCTION & SCOPE OF WORK SECTION - 4 FEES AND TERMS OF PAYMENT

SECTION - 5 TERMS AND CONDITIONS

SECTION - 6 ANNEXURES A - BID FORM B - CONTRACT AGREEMENT FORM

C - AGREED TERMS & CONDITIONS D - AGREEMENT REG NON-INVOLVEMENT E - NO DEVIATION CONFIRMATION F - DECLARATION G - CONFIDENTIALITY AGREEMENT H - INTEGRITY PACT I- DETAILS OF EXPERIENCE J- LIST OF KEY PERSONNEL (Team Leader) J(a)- LIST OF KEY PERSONNEL [Team Member(s)] K - NO MODIFICATION CONFIRMATION L - ACKNOWLEDGEMENT CUM CONSENT LETTER

M - FORMAT FOR BIDDER'S QUERIES N - E-BANKING MANDATE FORM O - FORMAT FOR CHARTERED ACCOUNTANT CERTIFICATE P - PROFORMA FOR DETAILS OF INDIAN AGENT


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SECTION – 1A GAIL (India) Limited

REQUEST FOR QUOTATION

Ref: GAIL/ND/BD/C&P/1316/20048289 Date: 25th January, 2014 To

____________ ____________

Dear Sirs,

SUB: Appointment of Commercial Consultant for Sourcing and Transportation of

Natural Gas to Dominion Cove Point LNG Liquefaction Terminal in USA under Project Dhruv

1.0 GAIL (India) Limited, New Delhi, invites bids for appointment of Commercial Consultant for sourcing and transportation of Natural Gas to Dominion Cove Point LNG Liquefaction Terminal in USA under Project Dhruv under single stage two envelope system as mentioned herein below:

(i) Bid Security/Earnest Money Deposit (EMD) : Not Applicable

(ii) Tender Fee : Not Applicable

(iii) Date of Pre-bid meeting : 03rd February, 2014, 1100 Hours (IST)

(iv) Venue for Pre-Bid Meeting : GAIL (India) Limited, New Delhi, India

(v) Due date and time for submission of bids : 12th February, 2014, 1100 hrs. (IST)

(vi) Date and time for opening of un-priced bids : 12th February, 2014, 1130 hrs. (IST)

(vii) Contact Persons : Mr. S. Halder

Dy. General Manager (C&P) E-mail: [email protected] Ph.: (+91)11 2617 2580 Ext. 6210 Fax: (+91)11 26185941Ext. 00502# Mr. Vinay Kumar K Dy. Manager (C&P) E-mail: [email protected] Ph.: (+91)11 2617 2580 Ext. 6245 Fax: (+91)11 26185941 Ext. 15245#

2.0 If any of the days specified above happens to be a holiday in GAIL, the next working

day shall be implied.


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3.0 The bid will be submitted in two parts as follows: PART- I: UN-PRICED BID Complete with all technical details other than price along with TENDER duly signed & stamped in the email address [email protected] address specified above. PART-II: PRICE BID Price bid should contain only the prices strictly in the format of Schedule of Rates provided in the tender separately, duly signed & stamped without any condition whatsoever, in the email address [email protected] address specified above.

4.0 Any bidder who wishes to quote against this Tender may download the Tender Document from GAIL’s website (http://www.gailtenders.in) and submit the bid through email complete in all respect as per terms and conditions of the Tender on or before the “Due Date & time of Bid-Submission” along with an undertaking that contents of the Tender Document have not been altered or modified.

5.0 Submission of Scanned copies of Certificates / Documentary Proofs:

Bidders are required to submit scanned copies of all certificates / documentary evidences towards proof of meeting the “Bid Evaluation Criteria (BEC)” along with other requisite documents through e-mail. Non-submission of scanned copies of requisite certificates / documents shall render the bid non-responsive and shall be liable for rejection.

6.0 Bids complete in all respects should be sent to email IDs as mentioned above and addressed to Dy. General Manager (C&P) #210, GAIL (India) Limited, 16, Bhikaiji Cama Place, R. K. Puram, New Delhi - 110066, India on or before the due date & time.

7.0 Bids received after the due date and time shall not be considered for evaluation. While submitting your offer, the following may please be noted:

(i) If a large document is attached with email, there is a chance of delivery failure due to

mailbox size limitation. Therefore, bidders are required not to send large sized mails, and maximum size of a single mail be restricted to 10 MB. Bidders may sent multiple mails if the mail size of each mail is more than 10 MB (preferably not more than 6-7 MB to be on the safer side). Bidders are also required compress before sending such mails, preferably in PDF format.

(ii) Bidders should ensure the emails and attachments are free from virus etc., as GAIL’s

E-mail gateway, may drop such infected files.


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8.0 Bids should be valid for 02 (two) months from the bid due date.

9.0 GAIL will not be responsible for cost incurred in preparation and delivery of bids.

10.0 Bidder(s) are advised to quote strictly as per terms and conditions of the tender document and not to stipulate any deviations/exceptions. Once quoted, the Bidder shall not make any subsequent price change, even if any deviation or exception may be specifically stated in the bid. Such price changes shall render the bid liable for rejection.

11.0 The following documents in addition to the bid must be submitted in original in physical form:

(i) Power of Attorney (ii) Integrity Pact

12.0 This is a ZERO deviation Tender. Bidder is to ensure compliance of all provisions of

the Tender Document and submit their bid accordingly. Bid(s) with any deviation(s) to the bid conditions shall be liable for rejection.

13.0 The bidders who are on Holiday list of GAIL/ Project Management Consultants of

GAIL or banned by any Government Department / Public Sector Undertaking in India or GAIL (India) Limited on due date of submission of bid / during the process of evaluation of the bids, the offers of such bidders shall not be considered for bid opening / evaluation / award. If the Tender Document(s) were issued inadvertently / downloaded from the website, offers submitted by such bidders shall not be considered for bid opening / evaluation / award.

14.0 GAIL reserves the right to accept or reject any or all bids received at its absolute discretion without assigning any reason whatsoever. THIS IS NOT AN ORDER.

for GAIL (India) Limited (S. Halder) Dy. General Manager (C&P) Phone : (+91)11-26172580 Extn. 6210 Fax : (+91)11-26185941 Fax Extn: 00502#, Email : [email protected]


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NOTICE INVITING TENDER (OPEN INTERNATIONAL COMPETITIVE BIDDING)


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CUT OUT SLIPS (For submission of Original Power of Attorney & Integrity Pact as per tender

conditions)

DO NOT OPEN - THIS IS A QUOTATION Tender document no. : GAIL/ND/BD/C&P/1316/20048289 Item : Appointment of Commercial Consultant for Sourcing

and Transportation of Natural Gas to Dominion Cove Point LNG Liquefaction Terminal in USA under Project Dhruv

Due Date& Time : Up to 1100 Hrs. (IST) on 12th February, 2014 From: To: Mr. S Halder, Dy. General Manager (C&P)

Room No. 210, GAIL (India) Limited 16, Bhikaiji Cama Place, R. K. Puram, New Delhi – 110 066 (India) Ph. +91-11-26182955, Fax. +91-11-26185941

=======================================


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SECTION- 1B BID EVALUATION CRITERIA

A) Technical Criteria The bidder should have provided commercial consultancy / advisory services for purchase of gas or booking of capacity in a gas pipeline in USA for a minimum volume of 100,000 Dth/day through single or multiple contracts having contract period of at least 1 year in preceding 10 years from the due date of submission of bid.

B) Financial Criteria The bidder must have following minimum turnover in any one of the preceding three financial years:

Rs. 1.3 Crores (in case of Indian bidder) USD 210,000 (in case of foreign bidder) Documents to be submitted by the bidders:

(a) For meeting Technical Criteria:

The Bidder shall furnish the following documentary evidences along with the bid in support of meeting the above criteria: Copy of Work Order(s)/Contract Agreement(s) (the “Assignment”) issued by the Client showing the scope of work / services and Copy of Completion Certificate/ proof of completion of showing reference of work order no., date, completion date etc.

Experience acquired by the Bidder as a sub-contractor can also be considered for qualifying the BEC provided the Bidder furnish the following documents in support of meeting the BEC:

i) Copy of Assignment(s) issued by Main Consultant(s) to the Bidder showing the scope of work / services

ii) Copy of Completion certificate(s) issued by the end User / Owner and also from the Main Consultant / Client in favour of Bidder. The Completion Certificate(s) shall have details like work order no., date, brief scope of work / services, completion date, etc.

A job executed by a Bidder for its own plant/ projects/study cannot be considered as experience for the purpose of meeting the requirement of BEC of the tender. However, jobs executed for Subsidiary/Fellow subsidiary/Holding company will be considered as experience for the purpose of meeting BEC subject to submission of tax paid invoice(s) duly certified by statutory auditor of the Bidder towards payments of statutory taxes in support of the job executed for the Subsidiary/Fellow subsidiary/Holding company. Such Bidder should submit these documents in addition to the documents specified in the bidding document to meet BEC.


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For Indian bidder: All the documents in support of Technical Criteria of BEC should necessary be duly certified by Chartered Engineer and Notary Public with legible stamp.

For Foreign bidder: All the documents in support of Technical Criteria of BEC should necessary be duly certified/ attested by Chartered Engineer/ Licensed Professional Engineer / EurEta registered Engineer / Eur lng or equivalent Registered Engineer of bidder’s Country with legible stamp.

Further, supporting documents pertaining to Technical Criteria of BEC should also be certified true copies duly signed, dated and stamped by an official authorized for this purpose in Indian Embassy / High Commission in bidder’s Country. However, member countries of Hague Convention 1961, supporting documents pertaining to Technical BEC certified by ‘Apostle' of bidders country shall also be acceptable.

(b) For meeting Financial Criteria:

Bidder shall submit following documents in support of meeting Financial Criteria of BEC:

(i) The bidder shall submit audited financial results i.e. Annual Report including Audited Balance Sheet and Profit & Loss Account Statement for immediate three preceding financial years to meet the financial criteria specified above. In case of tenders having the bid closing date up to 30th September of the relevant financial year and audited financial results of immediate 3 preceding financial year being not available, the bidder has an option to submit the audited financial results of three years immediately prior to relevant financial year. Wherever, the bid closing date is after 30th September of the relevant financial year, bidder has to compulsorily submit the audited financial results of immediate preceding three financial years. For Indian Bidder: Copy of audited annual financial statements submitted in bid shall be duly certified / attested by Notary Public with legible stamp. For Foreign Bidder: Copy of audited annual financial statements submitted in bid shall be certified true copies, duly signed, dated and stamped by an official authorized for this purpose in Indian Embassy/ High commission in bidders country. However, member countries of Hague Convention 1961, supporting documents pertaining to financial BEC certified by ‘Apostle’ of bidder’s country shall also be acceptable.

(ii) “Details of Financial capability of bidder” in prescribed format Annexure-O duly signed and stamped by a Chartered Accountant.

Note:

In case of foreign bidders submitting the supporting documents pertaining to BEC in a language other than English language, the bidder is required to submit true copies of such documents translated in English duly signed, dated and stamped by Local Chamber of Commerce. Bidder should ensure submission of complete information /documents along with the bid.


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SECTION 1C – INSTRUCTIONS TO BIDDERS

1.0 Kindly submit bid proposal latest by 12th February, 2014, 1100 hrs. (IST). Two bid system is followed in this case. Accordingly, please submit the unpriced bid at the e-mail address [email protected] address mentioned above before the due date and time of submission of bids mentioned above and the same shall be opened on the same day. The priced bid to be submitted at the e-mail address [email protected] address mentioned above before the due date and time for submission of bids mentioned above. The authorised representative of the bidders shall be allowed to attend the bid opening.

2.0 Material which is intended to be confidential must be marked ‘Confidential’ by the

bidder. All such information will be treated in confidence and will not be divulged.

3.0 In case of any dispute, whatsoever in connection with RFQ, the decision of GAIL shall be final and binding.

4.0 The proposal submitted by the bidder shall be valid for acceptance for a period of

02 (two) months from the bid submission deadline date.

5.0 This document is non-transferable. The invitation, tender document, information that GAIL is pursuing such an opportunity and all communications pursuant to its terms are confidential and are not to be disclosed to any person other than the addressee without prior written consent of GAIL.

6.0 All correspondence and documents related to this tender shall be written in

English language only.

7.0 Bid should not be qualified by vague and indefinite expressions.

8.0 The bidder may, in connection with the RFQ, raise queries, if any, by 11.30 Hrs. on 31st January, 2014 in the format Annexure-M addressed to the contact persons as listed in the RFQ, which shall be responded immediately.

9.0 The information provided until the signing of Confidentiality Agreement shall be

deemed to be considered under the confidentiality provisions.

10.0 Bidder must categorically indicate Conflict of Interest, if any, as per clause 26 of this Section. Further, bidders currently advising either the Gas Supplier/Gas Supplier’s consultant or any other Company on a transaction related to the procurement/transportation of gas for DCP LNG terminal is not qualified for this tender.


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11.0 The Unpriced and Priced bid should be submitted separately as mentioned in the

tender. The prices are to be submitted strictly as per the format for Schedule of Rates (SOR). Bidders not submitting the bid in the prescribed format are liable for rejection.

12.0 Bidder must categorically confirm acceptance to Scope of Work specified at

Section 3. Bidders not agreeing to this shall be rejected.

13.0 The bidder may modify or withdraw his bid after the bid submission, provided that the modification/withdrawal notice is received by GAIL prior to the bid due date & time. However, no bid shall be modified subsequent to the deadline for submission of bids unless sought by GAIL. Bids not complying with the above shall be rejected.

No bid shall be allowed to be withdrawn in the interval between the deadline for submission of bids and the expiration of the period of bid validity specified by the bidder on the Bid Form.

14.0 GAIL would evaluate the bids based on the lowest (L1) overall evaluated price

basis and award as per the evaluation methodology specified in Section-4. However, GAIL reserves the right to accept a higher bid and / or accept / reject any or all the bids at its sole discretion without assigning any reasons.

15.0 Bidders are requested not to take any deviation(s). Bidders taking any exceptions

are liable for rejection. In case any of clarification(s); bidders may seek clarification from GAIL well in advance of bid submission date. The bids should not contain any clarification, understanding, suggestions etc.

16.0 If the bidder deliberately gives wrong information in his bid in order to gain any

undue advantage, such bid shall be liable for rejection. 17.0 The Consultant is required to enter into a Confidentiality Agreement [copy

enclosed at Annexure-G] at the time of receiving data/information/ documents from GAIL after award of work. Bids not complying to the above shall be rejected.

18.0 Bidders are required to submit copy of tender document and its

clarifications/corrigendum, if any, duly signed and stamped by the authorized signatory towards acceptance of the terms & conditions along with Annexures duly filled in.


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19.0 Bidders are required to submit a copy of Power of Attorney issued by Chairman/MD/CEO/Co. Secretary etc. in favour of the person signing the bid.

20.0 GAIL at its sole discretion and without any liability may change the procedures at any time, reject any and all proposals, terminate the process at any time without assigning any reason(s) thereof.

21.0 Any other point, which arises at the time of evaluation, shall be decided by GAIL

in terms of provisions of the tender.

22.0 PROFESSIONAL LIABILITY:

The Consultant is expected to carry out its assignment with due diligence and in accordance with prevailing standards of the profession.

23.0 SUBMISSION OF FORGED DOCUMENTS:

i) Bidder is required to furnish the complete and correct information / documents required for evaluation of their bids. If the information / documents forming basis of evaluation is found to be false / forged, the same shall be considered adequate ground for rejection of the Bid and forfeiture of Earnest Money Deposit (as applicable).

ii) In case, the information / document furnished by the

vendor/Contractor/Consultant forming basis of evaluation of his bid is found to be false /forged after the award of the contract, GAIL shall have full right to terminate the contract and get the remaining job executed at the risk & cost of such vendor/contractor/Consultant without any prejudice to other rights available to GAIL under the contract such as forfeiture of CPBG/Security Deposit (as applicable), withholding of payment etc.

iii) In case this issue of submission of false document comes to the notice after

execution of work, GAIL shall have full right to forfeit any amount due to the vendor/contractor/Consultant along with forfeiture of CPBG/Security Deposit (as applicable) furnished by the vendor/Contractor/Consultant.

iv) Further, such vendor/contractor/Consultant shall be put on Banning list/Holiday

List of GAIL debarring them from future business with GAIL. 24.0 DISPUTE RESOLUTION

Clause no. 18 of Section 5, Terms & Conditions of Engagement has been modified to the extent that the following provision “Dispute Resolution Clause” shall be part of said clause:


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24.1 GAIL (India) limited has framed the Conciliation Rules 2010 in conformity with supplementary to Part –III of the Indian Arbitration and Conciliation Act 1996 for speedier cost effective and amicable settlement of dispute through conciliation. A copy of the said rules made available on GAIL’s website www.gailonline.com for reference. Unless otherwise specified, the matter where decision of the Engineer-in-Charges is deemed to be final and binding as provided in the agreement and the issues/ disputes which cannot be mutually resolved with a reasonable time, all disputes shall be settled in accordance with the Conciliation Rules 2010.

24.2 Any dispute(s)/ difference(s)/issue(s) of any kind whatsoever between/ amongst

the Parties arising under/ out of/ in connection with this agreement shall be settled in accordance with the aforesaid rules.

24.3 In case of any dispute(s)/ difference(s)/issue(s), as mentioned above, a Party shall notify the other party(ies) in writing about such a dispute(s)/ difference(s)/issue(s) between/ amongst the Parties and that such a Party wishes to refer the dispute(s)/ difference(s)/issue(s) to Conciliation. Such Invitation for Conciliation shall contain sufficient information as to the dispute(s)/ difference(s)/issue(s) to enable the other Party(ies) to be fully informed as to the nature of the dispute(s)/ difference(s)/issue(s), the amount of monetary claim, if any, and apparent cause(s) of action.

24.4 Conciliation proceedings commence when the other Party(ies) accept(s) the

invitation to conciliate and confirmed in writing. If the other Party(ies) reject(s) the invitation, there will be no conciliation proceedings.

24.5 If the Party initiating conciliation does not receive a reply within thirty days from the

date on which he/she sends the invitation, or within such other period of time as specified in the invitation, he/she may elect to treat this as a rejection of the invitation to conciliate. If he/ she so elects, he/she shall inform to other Party(ies) accordingly.

24.6 Where Invitation for Conciliation has been furnished, the Parties shall attempt to

settle such dispute(s) amicably under Part-III of the Indian arbitration and Conciliation Act, 1996 and GAIL (India) Limited Conciliation Rules, 2010. It would be only after exhausting the option of Conciliation as an Alternate Dispute Resolution Mechanism that the Parties hereto shall go for Arbitration as per the provisions of arbitration clause. For the purpose of this Article, the option of ‘Conciliation’ shall be deemed to have been exhausted, even in case of rejection of ‘Conciliation’ by any of the Parties.

24.7 The cost of Conciliation proceeding including but not limited to fees for

Conciliator(s), Airfare, Local Transport, Accommodation, cost towards conference facility etc. shall be borne by the Parties equally.

24.8 The Parties shall freeze claims (s) of interest, if any, and shall not claim the same

during pendency of Conciliation proceedings. The Settlement Agreement, as and when reached/ agreed upon, shall be signed between the Parties and Conciliation proceeding shall stand terminated on the date of the Settlement Agreement


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25.0 NOTIFICATION OF AWARD:

GAIL shall issue a notification of award to the successful Consultant through a Fax of Acceptance (FOA) / Letter of Acceptance (LOA).

26.0 CONFLICT OF INTEREST 26.1 The Consultant shall not receive any remuneration in connection with the

assignment except as provided in the contract. The Consultant and its affiliates shall not engage in consulting or other activities that conflict with the interest of the employer under the contract.

26.2 GAIL policy requires that Consultants provide professional, objective, and impartial advice and at all times hold the client’s interests paramount, without any consideration for future work, and that in providing advice they avoid conflicts with other assignments and their own corporate interests. Consultants shall not be hired for any assignment that would be in conflict with their prior or current obligations to other clients, or that may place them in a position of being unable to carry out the assignment in the best interest of GAIL. Without limitation on the generality of the foregoing, Consultants shall not be hired under the circumstances set forth below:

a. Conflict between consulting activities and procurement of goods, works or services (other than consulting services covered by these Guidelines): A firm that has been engaged by GAIL to provide goods, works, or services (other than consulting services covered by these Guidelines) for a project, and each of its affiliates, shall be disqualified from providing consulting services related to those goods, works or services for the Project. Conversely, a firm hired to provide consulting services for the preparation or implementation of a project, and each of its affiliates, shall be disqualified from subsequently providing goods, works or services (other than consulting services covered by these Guidelines) resulting from or directly related to the firm’s consulting services for such preparation or implementation.

b. Conflict among consulting assignments: Neither Consultants (including their personnel and sub-Consultants) nor any of their affiliates shall be hired for any assignment that, by its nature, may be in conflict with another assignment of the Consultants. As an example, Consultants hired to prepare engineering design for an infrastructure project shall not be engaged to prepare an independent environmental assessment for the same project, and Consultants assisting a client in the privatization of public assets shall neither purchase, nor advise purchasers of, such assets. Similarly, Consultants hired to prepare Terms of Reference (TOR)/Scope of Work for an assignment shall not be hired for the assignment in question.

c. Relationship with Employer’s staff: Consultants (including their personnel and sub-Consultants) that have a business or family relationship with a member of the Employer’s staff (or of the project implementing agency’s staff) who are


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directly or indirectly involved in any part of: (i) the preparation of the TOR/Scope of Work of the contract (ii) the selection process for such contract or (iii) supervision of such contract may not be awarded a contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to the Employer throughout the selection process and the execution of the contract.

26.3 Consultants have an obligation to disclose any situation of actual or potential

conflict that impacts their capacity to serve the best interest of their Client, or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to the disqualification of the Consultant or the termination of its Contract.

26.4 No agency or current employees of the Client shall work as Consultants under

their own ministries, departments or agencies. Recruiting former government employees of the Client to work for their former ministries, departments or agencies is acceptable provided no conflict of interest exists. When the Consultant nominates any government employee as Personnel in their technical proposal, such Personnel must have written certification from their government or employer confirming that they are on leave without pay from their official position and allowed to work full-time outside of their previous official position. Such certification shall be provided to the Client by the Consultant as part of his technical proposal.

26.5 Unfair Advantage: Fairness and transparency in the selection process require

that Consultants or their affiliates competing for a specific assignment do not derive a competitive advantage from having provided consulting services related to the assignment in question. To that end, the Employer shall make available to all the short-listed Consultants together with the request for proposals all information that would in that respect give a Consultant a competitive advantage.

27.0 Bidder if so desires, may seek in writing the reasons for rejection of their bid, to

which GAIL shall respond quickly.

28.0 Integrity Pact

28.1 Bidders are required to sign the integrity pact (as per the draft enclosed at Annexure-H with the tender document), failing which their bid shall be liable for rejection.

The “principal” means “GAIL (India) Limited” and “Counterparty” means “Transaction Advisor / Supplier / Contractor/Consultant”.

28.2 Commitments and obligations of the “counterparty” :

(i) The Counterparty, directly or indirectly (through agent, consultant, advisor etc), shall not pay any bribe / influence or give undue / unlawful benefit to anyone to gain undue advantage in dealing with GAIL.


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(ii) The Counterparty will not engage in collusion of any kind including price fixation etc. with other Counterparts.

(iii) The Counterparty will not pass GAIL’s confidential information to any third party unless specifically authorized by GAIL in writing.

(iv) The Counterparties shall promote and observe best ethical practices within their respective organizations.

(v) The Counterparty shall inform the Independent External Monitor (IEM). a. If it received any demand, directly or indirectly, for a bribe / favor or any illegal

gratification / payment / benefit; b. If it comes to know of any unethical or illegal payment / benefit; c. If it makes any payment to any GAIL associate;

(vi) The Counterparty shall not make any false or misleading allegations against GAIL or its associates.

28.3 Violations And Consequences:

(i) If a Counterparty commits a violation of its Commitments and Obligations under

the Integrity Pact Program during bidding process, their entire Earnest Money Deposit / Bid Security, would be forfeited and in addition, they may be blacklisted from the GAIL business in future.

(ii) In case of violation of the Integrity Pact by Counterparty after award of the Contract GAIL shall be entitled to terminate the contract. GAIL would forfeit the Security Deposits, encash the Bank Guarantee (s) and other payments to Counterparty in such cases.

(iii) Subject to satisfaction of the Independent External Monitor, GAIL may ban / blacklist / put on holiday and exclude the Counterparty from future dealings until GAIL is satisfied that Counterparty shall not commit any such violation in future.

(iv) In addition to above, GAIL reserves its right to initiate to criminal proceedings against the violating Counterparty, it the allegations by Counterparty are found frivolous, untrue and misleading and may also impose exemplary cost for the same.

(v) The Counterparty will be entitled to claim as determined by the Independent External Monitor, if the above (d) is found incorrect.

28.4 Independent External Monitors (IEMS)

The following Independent External Monitors (IEMs) have been appointed by GAIL, in terms of Integrity Pact (IP) which forms part of GAIL Tenders / Contracts. i) Shri V.K.Gupta (email id: [email protected]) ii) Shri Naresh Narad (email id: [email protected]) iii) Shri Anil Kumar (email id: [email protected] This panel is authorized to examine / consider all references made to it under this tender. The bidder(s), in case of any dispute(s) / complaint(s) pertaining to this tender may raise the issue either with the designated Tender Issuing Officer in GAIL or directly with the IEMs on the panel c/o Chief Vigilance Officer, GAIL


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(India) Limited, GAIL Bhawan, 16, Bhikaiji Cama Place, R.K. Puram, New Delhi – 110066.

29.0 CORRUPT OR FRAUDULENT PRACTICES:

GAIL requires that the Bidder(s)/Consultant(s) observes the highest standard of ethics during selection process and execution of the Contract. In pursuance of this policy, the Employer:

(a) Defines, for the purposes of this provision, the terms set forth below as

follows:

(i) "Corrupt practice" means the offering, giving or soliciting of anything of value to influence the action of a public official in the selection process or in Contract execution; and

(ii) "Fraudulent practice" means a misrepresentation of facts in order to

influence a selection process or the execution of a Contract to the detriment of the Employer, and includes collusive practice among Bidders [prior to or after Bid submission] designed to establish Bid prices at artificial noncompetitive levels and to deprive the Employer of the benefits of free and open competition.

(b) Will reject a proposal for award if it determines that the Bidder recommended

for award has engaged in corrupt or fraudulent practices in competing for the Contract in question;

(c) Will declare a Firm ineligible and put on Holiday, either indefinitely or for a

stated period of time if it at any time determines that the Firm has engaged in corrupt/fraudulent practices in competing for, or in executing a Contract.

30.0 CONTRACT AGREEMENT: The Consultant is required to execute an Agreement on non-judicial stamp paper as per Annexure-B within 10 days from the date of receipt of Letter of Acceptance (LOA).

31.0 AGENT/REPRESENTATIVE/RETAINER/ASSOCIATE 31.1 GAIL would prefer to deal directly with the Consultants abroad without involving

any Indian Agent. But in case they decide to have their Agent/ Representative/Retainer/Associate in India and pay commission for their services against a particular tender it should be bare minimum and the principal would have to certify that such a commission is commensurate with the services rendered to them by such an Agent/ Representative/ Retainer/ Associate in India. The principal


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will also have to broadly list out services to be rendered by the Agent/ Representative/ Retainer/ Associate in India.

31.2 In the event bidder is having Agent/ Representative/ Retainer/Associate/ servicing

facilities in India (who is not an employee of the bidder) the bidder should indicate in their offer the name of such an Agent/ Representative /Retainer/Associate, they have for services in India. The bidder must also indicate clearly the commission payable to the Agent/ Representative/ Retainer/Associate in rupees in terms of Agreement (enclosing copy of the same). The bidder, in his bid will indicate the nature and extent of service to be provided by such an Agent/ Representative/ Retainer/Associate on behalf of the bidder and also remuneration therefore provided in the price, as a separate item, quoted by the bidder to GAIL. Such remuneration/commission will be paid by GAIL in non-convertible Indian currency in India. Should it be established at any subsequent point of time that the above statement of the bidder is not correct or that any other amount of remuneration/commission either in India or abroad is being paid to any one (who is not an employee of the bidder), the bidder would be liable to be debarred from participating in the future tenders of GAIL. Failure to give such information will lead to rejection of the offer.

31.3 The following particulars will also be furnished by the bidder:

(i) Name, address and precise relationship between the foreign manufacturer/principal and their Agent/ Representative/Retainer/Associate in India.

(ii) The mutual interest which the manufacturer/principal and the Agent/ Representative/ Retainer/Associate in India have in the business of each other.

(iii) Any payment which the Agent/ Representative/ Retainer/ Associate receives in India or abroad from the manufacturer/principal whether as a commission for the contract or as a general fee. Bidder’s quoted price shall be treated as inclusive of such commission & fee.

(iv) Permanent Income Tax number of Agent / Representative / Retainer / Associate in India.

(v) Permanent income tax account number of foreign supplier.

(vi) All services to be rendered by the Agent / Representative / Retainer / Associate.

Note: Tenders which do not comply with the above stipulations are liable to be ignored.

31.4 Overseas bidder should send bids directly. Bids sent through Agent / Representative / Retainer / Associate will not be recognized. Agent / Representative / Retainer / Associate of the overseas manufacturers / suppliers are, however, permitted to download biding documents and attend bid opening provided such as Agent / Representative / Retainer / Associate has a power of attorney / letter of authority setting out very clearly his role, which will be limited to such areas of activity as downloading of Tender documents, attending of bid opening and claiming of payment for their services, provided further that such a


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power of attorney / letter of authority is submitted to GAIL in advance for scrutiny and acceptance or otherwise.

32.0 CONVERSION TO SINGLE CURRENCY

To facilitate evaluation and comparison, the Owner will covert all bid prices expressed in the amounts in various currencies (in which the bid price is payable) to single currency ( i.e. Indian Rupees) at the Bill Selling exchange rate published by the State Bank of India on one day prior to the price bid opening date.


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SECTION 2 – FORMAT OF BID

We appreciate focused and specific response on the following parameters. Any descriptive information in support of the following must be given in a separate Appendix.

1. Experience of Team Leader & other Team Members (Key Personnel) Team Leader – The Team Leader should be qualified professional with minimum 10 years of Advisory Services /Consultancy experience in Oil and Gas Sector and must have been a Team Leader in at least one assignment related to purchase of gas or booking of capacity in a gas pipeline in USA in preceding 7 years from the due date of submission of bid. Please mention professional qualification and experience profile with focus on key specialization areas and detail of such assignments carried out in the format attached at Annexure-J. Other Team Members – Other Team Members should be suitably qualified professional with minimum 5 years of Advisory Services /Consultancy experience in Oil and Gas Sector with at least one Team Member having been associated in an assignment related to purchase of gas or booking of capacity in a gas pipeline in USA. Please mention professional qualification and experience profile with focus on their respective specialization areas and details of such assignments as per Annexure-J(a). The Team Members must be promptly available for the project as and when required. The Team Leader should actively participate in all the activities related to the Transaction and should be present in all the negotiation meetings. Team should consist of a Team Leader and at least a Team Member(s). The information / experience of Team Leader and other Team Members (Key Personnel) may be provided in the format attached at Annexure-J and J (a). The following documents to be submitted by the bidder in support of experience: a. Experience details of the Team Leader as well as Team member(s) as per

the format at Annexure-J and J(a). b. Resume of the Team Leader and Team members as separate attachments

2. The selection of the Team Member(s) must consist of reasonable mix of

specialized backgrounds essential to complete the assignment of this nature.


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SECTION 3 – INTRODUCTION & SCOPE OF WORK

1. COMPANY INTRODUCTION

GAIL (India) Limited (‘GAIL’) is India's principal gas transmission and marketing company, integrating all aspects of the natural gas value chain (including exploration & production, processing, transmission, distribution and marketing). GAIL is one of the largest companies in India and is listed on the National Stock Exchange of India, the Bombay Stock Exchange and the London Stock Exchange (in the form of GDRs). GAIL’s sales for the year FY 12-13 was USD 8.6 billion with a net profit of USD 730 million. Additional information on GAIL can be accessed on GAIL’s website: http://www.gailonline.com. GAIL’s Business Portfolio includes following: As a strategy of going global and further expanding its global footprint, GAIL has formed a wholly-owned subsidiary company, GAIL Global (Singapore) Pte Ltd., in Singapore for pursuing overseas business opportunities including LNG & petrochemical trading. GAIL has also established a wholly owned subsidiary, GAIL Global (USA) Inc., in Texas, USA. Pursuant to an unincorporated joint venture with Carrizo Oil & Gas, Inc., the US subsidiary has acquired a 20% working interest in certain Eagle Ford shale acreage in the state of Texas.

2. BRIEF OF THE BUSINESS OPPORTUNITY In April 2013, GAIL’s indirect wholly owned subsidiary in USA, namely, GAIL Global (USA) LNG LLC (“GGULL”) signed a Terminal Service Agreement (“TSA”) and a Pipeline Precedent Agreement (“PPA”) with Dominion Cove Point LNG LP (“DCP”) for booking ~330,000 Dth/day (~2.3 mmtpa) capacity in the Cove Point LNG liquefaction project and 420,000 Dth/day of capacity in the Cove Point Pipeline (“CPPL”) respectively.

The TSA signed with DCP works on the tolling model and GAIL bears the responsibility for arranging gas supply and delivering it to the inlet of CPPL. GAIL plans to sign Gas Supply agreement and other definitive agreements with the Gas Supplier for supply of gas on delivered basis to the inlet of CPPL. (“Transaction”). GAIL has shortlisted an entity with whom it plans to enter into discussions (“Gas Supplier”). The entity shortlisted by GAIL would be offering an integrated solution to GAIL wherein the gas supply, transportation and storage would be arranged by them and gas would be delivered at the inlet of Cove Point pipeline (“Gas Supply”). GAIL would prefer to sign gas supply agreement with the entity to meet its feed gas requirement at DCP terminal. Initially, GAIL plans to enter in to discussions with the shortlisted entity on TermSheet under Phase I. GAIL would prefer to sign gas supply agreement under phase II with the entity to


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meet its feed gas requirement for DCP terminal. The gas supply agreement has to integrate with TSA, PPA and Pipeline Service Agreement (PSA) [if applicable] entered between GGULL and DCP. If the discussions with the shortlisted entity under Phase II fail, discussions would be held with other party(ies) to meet GAIL’s requirement. Further, it is informed that discussions with the entity are already in advanced stage.

• GAIL intends to appoint a Consultant for advising GAIL in holding negotiations with an entity for supply of gas for Cove Point LNG terminal and finalization of the definitive agreements with them. The discussions would be held with the Gas Supplier under two phases. During Phase- I, both GAIL & Gas Supplier would discuss and sign a term sheet which would capture the critical terms related to the Transaction (Term Sheet). During the Phase II, definitive agreements would be finalized and executed for delivered supply of gas at the inlet of CPPL (Definitive Agreements).

Phase I ‐ The first phase would comprise of following : i In Phase I the Consultant shall provide its comments and participate in

the meetings/negotiations with the Gas Supplier on the Term Sheet.

ii The consultant shall prepare and submit reports covering all aspects stated in the scope of work.

Phase II ‐ The second phase would comprise of following :

i The Phase II shall commence on intimation by GAIL. The phase II shall

include negotiation with the Gas Supplier, finalization of the definitive agreements and other relevant agreements and shall conclude with the finalization / execution of the definitive agreements and/or related documents for completion of the Transaction.

ii The consultant shall submit mark‐up version(s) of the definitive agreements and all other relevant agreements and participate in the meetings/negotiations with the Gas Supplier as may be required from time to time during discussions / negotiations.

3. SCOPE OF WORK

The Consultant shall be required to provide the following services including but not limited to :

Phase I - Finalization of the Term Sheet


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1. Finalization of the Term Sheet

The Consultant shall be the lead advisor and undertake actions that may be required for successful execution of Term Sheet in conjunction with other Consultant(s).

i Participate, advise and assist GAIL on the Term Sheet, negotiation and meetings with the Gas Supplier on terms of Term Sheet and other related documents till its finalization. The Term Sheet would include key technical, commercial and other terms for gas supply and transportation in accordance with prevalent industry standards and/ or provisions of TSA and PPA executed with DCP.

ii The Consultant may also be required to participate in few meetings that GAIL and Gas Supplier shall have with the Gas Producers.

2. General Overview

i Overview and outlook for the gas market in the Cove Point region and Mid Atlantic.

ii Price forecasts for the various hubs in Cove Point Region ( Leidy, TCO Pool, Dominion South Point etc )

iii Review of Gas Supplier existing and future pipeline capacity for supply of gas to the terminal along with the sourcing/storage capability.

iv Advise GAIL on strategy on deliverability, tenure of contract, flexibility and diversity of Gas Sources to de-risk GAIL from upstream supply issues.

v Advise GAIL on optimum number of gas supplier(s) along with the volume to be tied up from each supplier(s)

vi Advise GAIL on what portion of the gas supply from Gas Supplier should be linked to hub and fixed price.

vii Review the Gas Market regulations and regulatory and other statutory compliances by Gas Supplier and GAIL.

viii Review Payment obligations of GAIL and Gas Supplier, if any, under normal as well as delayed, disputed or exceptional circumstances, including force majeure conditions etc.

ix Review of price forecast for supply hubs and advise GAIL on the pricing formula for gas supply (single hub, combination of hubs).

x Advise GAIL on what kind of hedging solutions it should seek from Gas Supplier for the purpose of this Transaction.

xi Advise GAIL on MIS Reporting, Check Lists, Emergency and Safety Procedures (as per US standard and agreed terms in TSA / PPA/PSA) to be followed by Gas Supplier.


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xii Analysis of pricing options- price versus contract term versus supply reliability.

3. Risks/ Issues associated with the Transaction and its mitigation mechanism

1. Advantages, disadvantages, uncertainties and risks from the commercial, financial, technical, operational, environment, project, regulatory and any other standpoints as applicable/envisaged.

2. Risk Management-

a) Identification of key risks associated with the Transaction.

b) Review of the likely probability of the occurrence and its impact thereof

c) Risk elimination and/or mitigation measures for each key risk.

4. Gas transportation

1. Provide inputs on the tariff determination methodology, role of FERC and regulatory authorities and key terms of tariff orders.

2. Inputs on typical USA gas transportation agreements and identification of key commercial issues and risks associated with them.

5. Technical due diligence

Technical due diligence with respect to technical & commercial aspects covered in the Definitive Agreements and other related agreements.

Phase II – Finalization of the Definitive Agreements for gas supply

1. Finalization of the Definitive Agreements

i Participate, advise and assist GAIL in negotiation and meetings with the Gas Supplier on terms of Definitive Agreements and other related documents till its finalization.

ii Assist GAIL in negotiation with Gas Supplier on technical, commercial and other terms for gas supply and transportation in accordance with provisions of TSA and PPA/PSA executed with DCP. The negotiations may involve discussions inter-alia around technical specifications, delivery schedules, gas receipt points, commissioning gas, term of contract, Authorized Overrun Service (AOS) supply, distress sale of capacity and commodity, Penal Provisions for delivery failure, CPs, payment terms, Exit Route, credit terms, Pricing, storage services etc.

iii Provide specific opinion / Advisory Notes on issues / aspects referred to the Consultant.

4. DELIVERABLES

Phase I


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1. The Consultant shall extend full support to GAIL till the execution of the Term Sheet(s).

2. Consultant shall also work in coordination with other consultants appointed by GAIL.

3. The Consultant shall prepare and submit two reports (Draft Report & Final Report). The Draft Report shall be submitted within 3 weeks from Fax of Acceptance (FOA). The Final Reports will be in detailed form covering all the aspects stated in the scope of work and shall also include the observations / suggestions of GAIL and other Consultants, if any, on the Draft Reports/ definitive agreements and shall be submitted within 10 days from the date of receipt of observations from GAIL and other Consultants. Phase II

1. The Consultant shall extend full support to GAIL till the execution of the

Definitive Agreements and conclusion of Transaction with the Gas Supplier for meeting GAIL’s entire gas requirement for the Cove Point Terminal .

2. Consultant shall also work in coordination with other Consultant(s) appointed by GAIL.

3. The Consultant shall prepare and submit reports including written opinion and recommendation with rationale covering all the aspects stated in the scope of work and related to the Transaction as desired by GAIL for internal approvals.

The above scope of work is illustrative and not exhaustive and may vary depending on the progress of the Transaction / negotiation / discussions with the Gas Supplier and GAIL shall undertake additional work. If required, GAIL may make a written request to the Consultant to carry out any additional services which in the opinion of GAIL is not covered in the Scope of Work . Such requirement would be carried out at the man hourly rate mentioned in the Schedule of Rate (SOR). Also, other evaluation / due diligence may be required to be undertaken after GAIL succeeds in closing the Transaction. Such requirement would be carried out at the man hourly rate mentioned in SOR limited to a period of 1 year beyond GAIL executing the definitive agreements with the Gas Supplier.

Note:

i The information contained in this document is strictly confidential.

Time Line: The indicative timeline for the project is 8 months. Notwithstanding the indicative timelines, the Consultant shall complete the job in time so as to meet the requirements set by GAIL from time to time for successfully completing the Transaction.


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SECTION 4 – FEES AND TERMS OF PAYMENT 1.0 Financial Proposal a. Lump sum Fees for scope of work, out of pocket expenses and Hourly Fees

[based on blended man-hourly rate] are to be quoted strictly as per the format provided in Schedule of rates (SOR).

b. Bids will be evaluated based on sum total of SOR sl. no. 1, 2 and 3 considered

together and applicable Indian Service Tax & Cess thereon, on lowest (L1) price basis. Service Tax and Cess thereon shall be payable extra at actual against documentary evidence. For the purpose of price evaluation, the quoted blended hourly rate (at SOR sl. no. 3) for 100 man-hours would be considered. Still, if the bidder(s) quote hourly rates for different levels / specializations separately, an arithmetical average of the same shall be used for the purpose of bid evaluation and award, solely at the discretion of GAIL and the same shall be final and binding on the bidder. The Bidder shall be required to raise the invoices accordingly for additional scope of work (if any) at such average rate. If the evaluated price of more than one bidder is found to be the same, the successful bidder shall be decided based on highest annual turnover in any of the preceding 3 financial years.

c. Lump sum fee and blended man-hourly rate above shall be all inclusive

consolidated fees as per Scope of Work mentioned in Section 3.

d. Out of Pocket Expenses: The scope of work may span in USA .However, in case the Consultant is required to visit overseas in connection with the scope of work, the same will be done subject to GAIL’s written approval. Out of Pocket Expenses shall be reimbursed by GAIL at actual, subject to cap on expenses quoted by the bidder or USD 25,000 whichever is lower against production of documentary evidence. Out of pocket expenses include expenses by the Consultant and its officials for air travel, boarding/lodging (hotel expenses, meals), telecommunications, fax, postage, translation etc. required for carrying out the assignment as per the Scope of Work stated in Section 3 of the Tender document in or outside USA. Local travel expenses except in case of tour by officials of the Consultant shall not be included and claimed under this head.

e. The Consultant would be required to visit GAIL’s Corporate Office at New Delhi for meeting / presentation. One such visit is envisaged for the meeting/presentation, dates for which will be intimated by GAIL. Costs towards one such visit must be included in the Out of Pocket Expenses. The negotiations between the parties on Project Dhruv would be held in USA as majority of parties are based in USA. However, if the Consultant is required to travel to India more than once as per written instructions of GAIL and the


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cumulative Out of Pocket Expenses exceeds the limit of USD 25000, the Consultant shall be reimbursed at actuals.

f. Bidders are required to refer Section 3, Section 4, Section 5 & SOR carefully while filling up the prices in the SOR. The prices / rates are to be submitted strictly in the SOR failing which the bid is liable for rejection.

g. To facilitate evaluation and comparison, GAIL will convert all bid prices expressed in US$ or home currency of the bidder to the Indian currency, i.e. Indian Rupees, at Bill Selling Rate declared by State Bank of India prevailing one day prior to the date of opening of price bids.

2.0 Terms of Payment:

2.1 Subject to the terms and conditions of this tender the Consultant shall submit to

GAIL, in duplicate, invoices in respect of the fees and expenses reimbursement payable by GAIL. The payment for Phase I and Phase II of Scope of Work for the Lump sum Fee (Sl. No. 1 of SOR) shall be regulated/made as follows:

Phase Milestone Amount

Phase-I Submission of the final reports 60% of the Lump sum Fee mentioned at Sl. No. 1 of Schedule of Rates (SOR).

Phase-II Upon execution of the definitive agreement(s)

or GAIL deciding not to pursue

after completion of negotiation for Definitive Agreement(s)

40% of the Lump sum Fee mentioned at Sl. No. 1 of Schedule of Rates (SOR).

Out of Pocket Expenses At actuals but subject to overall cap mentioned at Sl. No. 2 of

Schedule of Rates(SOR) or USD 25,000, whichever is lower.

2.2 The Lump Sum Fee mentioned at Sl. No 1 of the Schedule of Rates (SOR) shall

be for negotiation, finalization & execution of term sheet/ definitive agreements with the shortlisted entity under Phase I and Phase II respectively.

2.3 In case GAIL decides not to pursue Phase II, amount applicable for Phase II shall not be payable.

2.4 In case discussions are required to be held with another party(ies) beyond the shortlisted party, amendment to work order shall be issued for award of job for


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negotiation with such party(ies). In such a case, the fees payable to the consultant shall be as follows: (a) For Phase I- 20% of the Lump sum Fee of Phase I (i.e. 12% of the total

quoted Lump sum fee) mentioned at Sl. No. 1 of Schedule of Rates (SOR) per additional party beyond the shortlisted party.

(b) Phase II- 30% of the Lump sum Fee of Phase II (i.e. 12% of the total quoted Lump sum fee) mentioned at Sl. No. 1 of Schedule of Rates (SOR) per additional party beyond the shortlisted party.

2.5 The Consultant shall submit monthly bill for reimbursement of Out of Pocket Expenses and for man-hourly services (if any).

2.6 GAIL shall make the payment of invoices free from any deficiencies within thirty days (30 days) of receipt thereof from the Consultant.


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SECTION 5 - TERMS AND CONDITIONS 1. DEFINITIONS

Unless the context otherwise requires, the following terms whenever used in this Engagement shall have the following meanings:

1.1 "Consultant” means the agency/firms/individual appointed and engaged by GAIL

for providing services under the Contract. 1.2 “Consultants Representative” means the person appointed from time to time by

Consultant for execution of the Contract. 1.3 “Contract” shall mean Fax of Acceptance [FOA], Letter of Acceptance and all

terms and conditions of Tender document and all attached exhibits and document referred to therein together with any subsequent modifications thereto.

1.4 "Effective Date" means the date on which Fax of Acceptance is issued. 1.5 “Engineer-In- Charge/ Executive-In- Charge” shall mean the person designated

from time to time by GAIL and shall include those who are expressly authorized by him to act for and on his behalf for operation of this Contract.

1.6 “Fees” means the Lump sum fee as mentioned in the Schedule of Rates (SOR)

referred under Section 4. 1.7 “GAIL” means GAIL (India) Limited or its permitted assigns including but not

limited to its subsidiaries, affiliates, joint venture companies etc. 1.8 “GAIL's Representative” means the person appointed or authorized from time to

time by GAIL for execution of the Contract. 1.9 “Headings” the headings appearing herein are for convenience only and shall not

be taken in consideration in the interpretation or construction of the Contract. 1.10 “Hourly Fees” means the fees calculated based on the hours utilized by the

Consultant and the Hourly Rate (if applicable) as mentioned in the Schedule of Rates (SOR) and in Section 4 in this Tender Document.

1.11 “Information” means as defined in Clause 6 of this Section 5 1.12 “Key Personnel” means as defined in Clause 5 of this Section 5. 1.13 “Out of Pocket Expenses” means the out of pocket expenses as mentioned in the

Schedule of Rates (SOR) referred under Section 4, (as applicable). 1.14 "Party" means GAIL or the Consultant, as the case may be, and “Parties” means

both of them.


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1.15 “RBI Reference Rate” means the rate published by Reserve Bank of India (RBI)

on it’s website on working days. 1.16 “Gas Supplier” means the company including its affiliates and subsidiaries

directly or indirectly intending to supply gas to GAIL or its affiliates on delivered basis to the inlet of CPPL.

1.17 “Services” mean the services to be rendered by the Consultant according to the

terms and conditions of the Contract. 1.18 “Service Tax” means the service tax applicable (including any cess and/or

Surcharge thereon) on the Services provided by the Consultant as per the Indian tax laws.

1.19 “Sign Off” means a recorded statement for completion of a milestone/major

activity by Consultant as envisaged in this document/Contract and accepted by GAIL.

1.20 “Singular and Plural Words” importing the singular only also include the plural

and vice-versa where the context requires. 1.21 “Transaction” means signing of TermSheet, Gas Supply agreement and other

definitive agreements between GAIL and the Gas Supplier for supply of gas on delivered basis to the inlet of CPPL.

2. SCOPE OF SERVICES

The scope of services is specified in Section 3 of this Tender document. 3. EXTERNAL CONSULTANTS 3.1 Whenever required GAIL may separately engage external Consultant in areas

relating to law / financial / tax / commercial / technical matters etc in connection with the Services. The selected external Consultant(s) shall work in close co-ordination with the Consultant. The Consultant shall also work in close association with the selected external Consultant(s).

4. CONFIDENTIALITY 4.1 GAIL and the Consultant agree to keep confidential (i) the terms and conditions

of the Contract (ii) any data/ information related to the Transaction which is not in public domain and which may have a material effect on the Transaction, and (iii) any opinion, advice, statement, experts' views, documents, technical particulars, etc., provided by GAIL (and /or it’s external Consultants and/or Gas Supplier) to the Consultant and vice versa. Further, the Consultant and GAIL agree that none of the foregoing matters may be disclosed or referred to publicly or to any third


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party not concerned with the Transaction (excluding the Government of India, GAIL (India) Limited or it’s authorized assigns or any such other body which has the authority to ask for such information under the law) except in accordance with the written authority of the other Party to Contract or otherwise in accordance with the mutual confidentiality agreement executed by the Parties in relation to the Services (the “Confidentiality Agreement”).The format of Confidentiality Agreement is attached in this tender document ( Annexure G ).

4.2 The provisions of the clause shall continue to be in force after the termination or

completion of Services under the Contract and shall expire in accordance with the Confidentiality Agreement.

5. TEAM MEMBERS

5.1 For the purpose of rendering the Services, the Consultant will establish a team of qualified experienced and expert individuals (“Key Personnel”) from appropriate core expertise areas within its organization. The list of Key Personnel as provided by the Consultant while submitting its offer to GAIL, shall form an integral part of the Contract [Annexure J and Annexure J(a)]. GAIL may permit Key Personnel from outside its organization in exceptional cases as permitted under the Contract. The Consultant shall be solely and exclusively responsible to GAIL for all acts of its team of individuals, affiliates, subsidiaries and members firms working on Services under the Contract.

5.2 If GAIL (i) finds that any Key Personnel(s) of the team has committed serious

misconduct and/or negligence and/or has been charged with having committed a criminal action, or (ii) has reasonable cause to be dissatisfied with their performance, then the Consultant shall, at GAIL's written request, forthwith remove such Personnel(s) and replace with Personnel(s) having qualification and experience equal to or better than those, initially involved.

5.3 Any changes to the Key Personnel in the team mentioned above shall be carried

out in consultation with GAIL. Such changes shall be of suitable qualified persons, of equivalent or better expertise of core areas, experience & specialty and shall not absolve the Consultant from its obligations and Liabilities under the Contract. The Consultant shall bear all additional travel and other costs arising out of or incidental to any removal or replacement of any of the Key Personnel(s).

5.4 During the period of Contract, GAIL reserves the right to associate its personnel

with the Consultant at GAIL’s cost and expenses (like board & lodging, travel expenses etc.). However, Consultant shall provide the necessary office space and assistance like telephone, internet, fax etc. (if required) to GAIL’s personnel in their office free of cost.

6. ACCESS 6.1 GAIL agrees to provide to the Consultant all data, details (“Information”)

requested by the Consultant and considered reasonable, appropriate, proper and


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necessary by the Parties for the purpose of the Contract. In performing its Services hereunder the Consultant shall be entitled to rely upon and assume the accuracy and completeness of all information that is publicly available and of all information that has been furnished to the Consultant (or its affiliates or subsidiaries) by GAIL or its authorized representative(s).

6.2 The Consultant shall exercise its professional judgment in seeking Information

that is essential for providing the Services under the Contract and in the assessment and use of such Information. Further, in seeking and assessing the Information, the Consultant would act in line with the highest standards/diligence as GAIL would reasonably expect from an international Consultant of similar size and standing for such Services.

7. PUBLIC ANNOUNCEMENTS 7.1 No party shall directly or indirectly issue or make any public announcement or

statement regarding and/or related to the Contract and / or Services and/or Transaction unless prior thereto it furnishes the other Party with a copy of such announcement or statement and obtains the consent (which consent shall not be unreasonably withheld) except such announcements which are necessary in compliance of any applicable law or regulation.

7.2 GAIL will accept full responsibility for the content of any announcement or any

information contained in any document relating to the Transaction which GAIL requests the Consultant to consent. The Consultant reserves the right to refuse to issue or approve any such document or announcement and to require GAIL to prevent its distribution or publication if, in the discretion of the Consultant, it is incomplete or misleading in any way.

7.3 Similarly, the Consultant will accept full responsibility for the content of any announcement or any information contained in any document relating to the Transaction which the Consultant requests GAIL to consent. GAIL reserves the right to refuse to issue or approve any such document or announcement and to require the Consultant to prevent its distribution or publication if, in the discretion of GAIL, it is incomplete or misleading in any way.

8. FEE AND OUT OF POCKET EXPENSES: 8.1 The Lump sum Fee, Out of pocket expenses and Hourly Fees, as applicable are

as specified in Section 4 of the Tender Document.

8.2 The Fees shall remain firm and fixed during the period of Contract till completion of Services and shall not be subject to any escalation whatsoever. Further GAIL shall not pay any extra charges for any outside professional assistance, if hired by the Consultant, except in case(s) where such outside professional assistance has been obtained at the specific written request of GAIL.


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9. TAXES AND DUTIES

9.1 The Fees, Hourly Fees and Out of Pocket Expenses, as applicable are inclusive of all taxes and duties (not limited to Corporate and personnel taxes etc applicable in or outside India) arising out of the Contract, but excluding Service Tax, if any, payable in India.

9.2 GAIL shall deduct applicable withholding income tax (along with any surcharge

and/or, cess (Tax Deducted at Source “TDS”) on the amounts paid or payable and make the net payment to the Consultant. As per current tax provisions in India, GAIL shall be liable to apply a higher TDS in the absence of having a Permanent Account Number (issued by Indian tax authorities) by the Consultant.

10. TERMS OF PAYMENT 10.1 The Terms of payment for Fees, Hourly Fees and Out of Pocket Expenses, as

applicable, shall be as specified in Section 4 of this Tender Document.

11. BILLING AND PAYMENT 11.1 The Consultant shall submit separate invoice(s) in duplicate in respect of the

Fees and Hourly Fees (as applicable) to the Engineer-In-Charge/ Executive-In- Charge of GAIL. The Invoice shall indicate and/or include the following details/ documents:-

(a) Address of the Consultant.

(b) Permanent Account Number (PAN) issued by the Indian Tax Authorities

(c) Bank Name and Account No. / NEFT No etc

(d) Service Tax Registration Number (In case of Consultant having an establishment in India)

(e) An undertaking (in case of a foreign Consultant) that the foreign Consultant does not have and is not likely to have during the tenure of the Contract a permanent establishment or a fix base in India.

(f) In case the foreign Consultant has or likely to have a permanent establishment in respect of any financial year (April to March) during the tenure of this Contract , the foreign Consultant shall furnish a certificate issued under section 197 of the Indian Income Tax Act by the Indian Tax Authorities for determining the applicable rate of TDS.

(g) A Tax Residency Certificate (TRC) in case of a foreign Consultant) as per Section 90(4) of the Indian Income Tax Act 1961.

11.2 In case the Consultant has an establishment in India, the Consultant shall submit the Cenvetable Invoice indicating the Fees and/or Hourly Fees payable and the


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amount of applicable Indian Service Tax and Cess payable thereon. In such situation, the Consultant having an establishment in India shall be responsible to deposit the Service Tax etc with the statutory authority (ies) in India.

11.3 In case the Consultant does not have an establishment in India, applicable Indian Service Tax and Cess thereon shall be payable and deposited by GAIL with the statutory authority (ies) on behalf of the Consultant.

11.4 GAIL shall make the payment of invoices which is free from any deficiencies within thirty days (30 days) of receipt thereof from the Consultant.

11.5 All fees and expenses due as per the Contract shall be payable to the Consultant in the quoted currency. Currency once quoted shall not be allowed to change. Wherever it shall be necessary to determine the Indian Rupee equivalent of any foreign currency for the purposes of determining and making payments to the Consultant, the conversion shall be made at the latest RBI Reference rate as available / published one day prior to the date of payment(s).

12. GENERAL /PROFESSIONAL/OBLIGATIONS /CONDUCT 12.1 The Consultant shall perform the Services and carry out the obligations under the

Contract hereunder with highest professional standard, diligence, ethics and in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced methods expected for such Services. The Consultant shall always act, in respect of any matter relating to the services, as faithful advisers to GAIL and shall at all times support and safeguard GAIL’s legitimate interests in any dealings with the third parties.

13. INDEMNIFICATION, REPRESENTATIONS AND WARRANTIES 13.1 GAIL agrees to indemnify and hold harmless, the Consultant from and against all

actions, claims, demands, proceedings, liabilities or judgments (collectively "claim") and any and all losses, damages, costs (collectively "losses") which relate to or arise directly from the Information provided by GAIL under this Contract . Such claim and/ or losses shall be reimbursed by GAIL in line with the resolution of dispute as provided under Clause 18.

13.2 The Consultant agrees to indemnify and hold harmless, GAIL from and against

all actions, claims, demands, proceedings, liabilities or judgments (collectively "claim") and any and all losses, damages, costs (collectively "losses") which relate to or arise directly from the opinion, recommendations, advice(s), provided by the Consultant under the Contract. Such claims and/ or losses shall be reimbursed by the Consultant in line with the resolution of dispute as provided under Clause 18.

13.3 In the event that the Consultant has the opportunity to settle any claim(s) with a

third party, which in the opinion of GAIL has a bearing on the Contract and / or


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implication to GAIL, it will not do so without prior written consent of GAIL, which consent shall not be unreasonably withheld. GAIL will not agree to any settlement of, compromise or consent to the entry of any judgment in or other termination of any claim (each and collectively, a “Settlement”) in respect of which indemnification could be sought hereunder unless (i) such Settlement includes an unconditional release of each Indemnified Party from any liabilities arising out of such action and does not include any findings of fact or admissions of culpability as to the Indemnified Party and (ii) the Parties agree that the terms of such Settlement shall remain confidential.

13.4 The Consultant shall at all times keep GAIL informed of all material

developments in relation to any claim, litigation, proceeding, investigation etc. in respect of which it is indemnified hereunder and shall consult with GAIL in good faith in relation thereto.

13.5 The Consultant hereby represents and warrants that the advice,

recommendation, opinion, assistance, information or material provided by the Consultant shall represent the Consultant’s best judgement on sound and rationale basis after due application of diligence on facts and material made available and provided by Gas Supplier and/or external Consultants and or GAIL and or obtained by the Consultant that may be required for the Services and be correct, true, justified, realistic. The Consultant shall be liable for any loss to GAIL in case of any breach of above representation, save in cases where the Consultant has relied upon the information provided by GAIL and to the extent it is determined to be erroneous by a court of competent jurisdiction.

13.6 The Consultant hereby represents and warrants that after the Effective Date, it

shall not take or fail to take any action which would affect the performance of its obligations under the Contract or may cause a conflict of interest in relation to the interest of GAIL and / or to the Contract including the Transaction. For member firms of the Consultant’s group company which are not involved or to be involved directly or indirectly under the Services, the Consultant shall provide an assurance that it has in place policies and procedures to identify consider and manage potential conflicts of interest in relation to the Contract and shall keep GAIL informed about such conflict of interest before taking up any such assignment.

14. LIMITATION OF LIABILITY 14.1 Notwithstanding any other provisions, except only in cases of willful misconduct,

gross negligence and criminal acts, neither the Consultant nor GAIL shall be liable to each other, in Contract, tort or otherwise, for any consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs.

14.2 Notwithstanding any other provisions incorporated elsewhere in the Contract, the aggregate liability of either Party in respect of the Contract, whether in tort or otherwise, shall not exceed an amount equal to 50% (Fifty Percent) of the Fees and Hourly Fees (if applicable) actually paid to the Consultant by GAIL


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hereunder. In the event of any cost incurred by Consultant to re-perform its Services and / or to rectify deficient services, no additional cost shall be payable by GAIL.

15. TERMINATION 15.1 The Contract may be terminated by GAIL in the event of following events:

a) Inordinate delay in completion of Services by the Consultant, in spite of repeated

reminders or notices by GAIL; b) Misrepresentation and submission of false information; c) Working against the interest of GAIL by the Consultant including its affiliates,

employees, agents and advisors etc. d) Disclosure of confidential information to any third party in breach of terms of

Contract and Confidentiality Agreement; e) The Consultant becomes insolvent or bankrupt or winding up proceedings are

initiated against it or it enters into any agreement(s) for relief of debt or takes advantage of any law for the benefit of debtors or goes into liquidation, receivership or restructuring, whether compulsory or voluntary;

f) The Consultant is in material breach of its obligations pursuant to this Contract and has not remedied the same within fifteen days;

g) The established team of Key Personnel is changed by whatsoever reason and the Consultant fails to replace the similar suitable qualified persons of equivalent expertise, experience and specialty to the satisfaction of GAIL.

h) Breach of Representation and Warranty regarding conflict of interest.

15.2 On the happening of any event(s) mentioned in Clause 15.1 above, GAIL shall have the right but not the obligation to terminate this Contract by a written notice of fifteen (15) days to the Consultant. On termination of Contract as stated above, Consultant shall not be relieved from any of its obligations and liabilities accrued prior to the date of termination of the Contract.

15.3 Parties, for valid, genuine and reasonable reasons may mutually decide to

terminate the Contract on mutually agreed terms. The Party desirous of termination will intimate the other Party conveying its intention to terminate with detailed reasons and enter into such discussions.

15.4 “In the event of termination of the Contract by GAIL on the grounds mentioned at

15.1 (a), (b), (c), (d), (f) and (h) mentioned above, the Consultant shall not be entitled for any Fees, Hourly Fees (if applicable) and Out of Pocket Expenses (if applicable) and shall refund all the amounts already paid to the Consultant by GAIL. In the event this Contract is terminated on the grounds mentioned at 15.1 (e), (g) and 15.3 above, for payment purpose, the Consultant shall be entitled to payment of Fees, Hourly Fees and Out of Pocket Expenses (if applicable) due on submission of deliverable(s) mentioned in the Contract and acceptable to GAIL, prior to the time of notice of termination.”

15.5 On the happening of any event(s) mentioned hereunder in Clause 15.5, the


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Consultant shall have the right but not the obligation to terminate this Contract by a written notice of fifteen (15) days to GAIL:

(a) GAIL fails to comply with the payment obligations which is due as per the Contract, without any reason under this Contract within sixty days after receiving written notice from the Consultant that such payment is overdue;

(b) GAIL is in material breach of its obligations pursuant to this Contract and has not

remedied the same within thirty days (or such longer period as the Consultant may have subsequently approved in writing) following the receipt by GAIL of the Consultant’s notice specifying such breach.

15.6 In the event of termination by the Consultant on the grounds mentioned at 15.5

above, the Consultant shall be entitled to reimbursement of Fees, Hourly Fees and Out of Pocket Expenses (as applicable) as admissible up to the time of the notice of termination.

15.7 Upon termination of the Contract, all the data, information, material, records,

documents, copies of opinions and advices, maps, tapes etc. available, received or generated by the Consultant in connection with the discharge of its obligations under this Contract shall become the sole and absolute property of GAIL and shall be returned by the Consultant to the GAIL within fifteen days (15) from the date of the termination hereof; with the exception of Consultant’s existing intellectual property. Further, the Consultant shall not use the same in any manner and for any purpose whatsoever for a period of two (2) years from the date of termination.

15.8 For the avoidance of doubt, on termination of the Contract, Clause 4

(Confidentiality), 11 (Billing and Payment), 13 (Indemnification, Representation and Warranties) and 14 (Limitation of Liability) shall survive.

16. FORCE MAJEURE 16.1 For the purpose of this Contract , "Force Majeure" means an event or

circumstance or omission or any combination of events or circumstances that materially affects the performance of a Party including Gas Supplier of its obligations pursuant to the terms of Contract and which is beyond the reasonable control of a Party to perform its obligations as a prudent person and includes, but not limited to, an act of God, war, riots, civil disorder, earthquake, fire, explosion, storm, flood, or other adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by Government agencies.

16.2 For avoidance of doubt, Force Majeure shall not include (i) any event which is

caused by the negligence or intentional action of a Party or such Party's agents or employees and (ii) failure to pay any sum due.


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16.3 If any condition of Force Majeure continues for a period in excess of Thirty (30) days, then either Party can seek to terminate this Contract by giving thirty (30) days written notice of the same to the other Party. In case of any such termination, the Consultant shall be entitled to payment of Fees, Hourly Fees, out of Pocket Expenses as admissible up to the time of notice of termination, except in cases, where such termination is .prior to completion of the Phase (and the corresponding payment milestone) in which the Consultant is working.

17. GOVERNING LAW AND JURISDICTION 17.1 This Contract shall be governed by and construed in accordance with Indian Law.

The Indian courts in New Delhi shall have the exclusive jurisdiction. 18. DISPUTE RESOULTION 18.1 In the event of any dispute between GAIL and Consultant on any issues or

differences or interpretation of any clause of Contract, efforts will be made to settle the same amicably mutually within 15 days of such issue or dispute. Failure to above, Consultant may refer the dispute to Settlement Advisory Committee [SAC], a GAIL Board approved conciliation mechanism (as hosted in GAIL’s website www.gailonline.com). Parties agree that on settlement of dispute mutually before SAC, no party will agitate the same further at any forum.

18.2 In the event that a dispute is refereed to and is not resolved before SAC, the parties agree that the agreement shall be subject to arbitration under the UNCITRAL Rules. Notwithstanding anything to the contrary in such rules, there shall be three arbitrators, one appointed by GAIL, one appointed by the Consultant and the third appointed by the other two arbitrators. The place of arbitration shall be New Delhi.

18.3 No proceeding of any arbitration proceedings shall be made public by either Party unless permitted by the arbitral tribunal in writing.

19. RELATIONS BETWEEN THE PARTIES 19.1 Nothing contained herein shall be construed as establishing a relation of master

and servant or of agent and principal as between GAIL and the Consultant. The Consultant, subject to the terms of this Contract, has complete charge of personnel performing the Services and shall be fully responsible for the Services performed by them or on their behalf hereunder.

20. MISCELLANEOUS 20.1 This Contract may be amended only by written instrument executed by the

Parties. Except as provided in this Agreement , neither Party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other Party.


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20.2 Whether or not the matter contemplated herein shall be completed, each of the parties shall (except as otherwise specifically provided therein) pay its own expenses incidental to the negotiation, preparation and execution of the Contract.

20.3 No waiver of any provision of the Contract , no consent to nor departure there

from by either party shall be effective unless the same is in writing and such waiver or consent shall be effective only in the specific instance and for the purpose for which it is given. No default or delay on the part of either party in exercising any rights, powers or privilege hereunder shall operate as a waiver thereof or any rights or remedies hereunder.

20.4 The Consultant shall not sub-contract or assign, in whole or in part its obligations

to perform under this Contract, except with GAIL’s prior written consent. 20.5 The language is English which shall be binding and controlling language for all

matters relating to the meaning or interpretation of this Contract. 20.6 The Consultant including their personnel shall comply with all laws, regulations

and requirements of local or other authority in the country where the work is to be performed to the extent that any provision of this Contract would cause any Party to violate or be penalized under the specified laws, that provision shall not apply, shall not be enforceable and shall not be interpreted as part of this Contract.

20.7 The Consultant shall, at no additional cost to GAIL, self-insure or effect and

maintain adequate insurance (including insurance to their personnel) to cover the liabilities of any kind and as may be required by any applicable governmental or other appropriate bodies. GAIL shall in no way take responsibility or liability on this account.

20.8 The Consultant shall be responsible for payment of all taxes, duties and charges

(and any penalties thereon) assessed or levied by any appropriate Government authority.

20.9 All notices and other communications provided for and required under this

Contract shall be given or made in writing or facsimile or by E-mail and delivered to the attention of the concerned person(s).

21. CONTRACT AGREEMENT

The successful Consultant is required to execute an Agreement on non-judicial stamp paper of appropriate value as per proforma (Annexure – B) within 10 days from the date of receipt of detailed Letter of Acceptance. The cost of stamp paper is to be borne by Consultant. The Agreement and its enclosures shall constitute the contract between the parties and supersedes all other prior agreements, arrangements and communications, whether oral or written, between the parties relating to the subject matter hereof.


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SECTION - 6

ANNEXURES


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ANNEXURE - A

Bid Form To: GAIL (India) Limited Date: 16, Bhikaiji Cama Place, RK Puram New Delhi – 110 066 India Dear Sir, Having examined the Tender No. GAIL/ND/BD/C&P/1316/20048289 the receipt of which is hereby duly acknowledged, we, the undersigned, offer to provide consultancy services in conformity with the terms and conditions of TENDER. We undertake, if our bid is accepted, to complete entire work as specified in the tender document within the completion schedule specified therein. We agree to abide by this bid for a period of two months from the date fixed for bid opening under Instructions to Bidders and it shall remain binding upon us and may be accepted at any time before the expiration of that period. Until a formal contract is prepared and executed, this bid, together with your written acceptance thereof in your notification of award, shall constitute a binding Contract between us. We understand that you are not bound to accept the lowest or any bid, you may receive. Dated this Day of 20__

Signature of authorized signatory Name: ----------------------------------

Date: Designation:

Place: Seal:

Tender No. GAIL/ND/BD/C&P/1316/20048289 Offer No. & Date: …………………………………………………………


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ANNEXURE – B

Contract Agreement Form AGREEMENT for “_________” (hereinafter called the “Job”) made on ______ day of _________, 20__ between M/s _________, hereinafter called the “CONSULTANT” (which term shall unless excluded by or repugnant to the subject or context include its successors and permitted assignees) of the one part and the GAIL (India) Limited hereinafter called “GAIL” (which term shall unless excluded by or repugnant to the subject or context include its successors and assignees) of the other part. WHEREAS GAIL being desirous of having provided for execution of certain work mentioned, enumerated or referred to in the LOA including Completion Schedule of job has called for proposal. A. The CONSULTANT has examined the Job specified in TENDER of GAIL and has

satisfied himself by careful examination before submitting his proposal as to the nature of the Job and local conditions, the nature and magnitude of the Job, the availability of manpower and materials necessary for the execution of Job and has made local and independent enquiries and obtained complete information as to the matters and thing referred to, or implied in LOA or having any connection therewith and has considered the nature and extent of all probable and possible situations, delays, hindrances or interference’s to or with the execution and completion of the Job to be carried out under the Agreement, and has examined and considered all other matters, conditions and things and probable and possible contingencies, and generally all matters incidental thereto and auxiliary thereof affecting the completion of the Job and which might have included him in making his proposal.

B. The LOA including Completion Schedule of Job and Letter of Acceptance of

proposal form part of this Agreement though separately set out herein and are included in the expression Agreement wherever herein used.

AND WHEREAS GAIL accepted the bid of the CONSULTANT for the provision and the execution of the said Job at the values stated in bid and finally approved by GAIL upon the terms and subject to the conditions of Agreement. NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS :

2. In consideration of the payment to be made to the CONSULTANT for the Job to be executed by him the CONTRACTOR hereby covenants with GAIL that the CONSULTANT shall and will duly provide, execute and


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complete the said Job and shall do and perform all other acts and things in the Agreement mentioned or described or which are to be implied there from or may be reasonably necessary for the completion of the said Job and at the said times and in the manner and subject to the terms and conditions or stipulations mentioned in the Agreement.

2. In consideration of the due provision execution and completion of the said

Job, GAIL does hereby agree with the Agreement that GAIL will pay to the CONSULTANT the respective amounts for the Job actually done by him and approved by GAIL at the amount specified in this LOA, such payment to be made at such time in such manner as provided for in the Agreement and LOA.

In witness whereof the parties have executed these presents in the day and the year first above written. Signed and Delivered for Signed and Delivered for and on behalf of and on behalf of M/s GAIL (India) Limited M/s _________________ ___________________ Date :________________ Date :_________________ Place:________________ Place:_________________ IN PRESENCE OF TWO WITNESSES 1.___________________________ 1. _____________________ 2.__________________________ 2. _____________________


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ANNEXURE- C BRIEF SUMMARY OF AGREED TERMS AND CONDITIONS

Bidder’s Name: M/s ….......................... TENDER No. GAIL/ND/BD/C&P/1316/20048289 Bid/Offer Ref. No….............................. This Questionnaire duly filled in should be returned along with each copy of Un-priced Bid. Clauses confirmed hereunder should not be repeated in the Bid.

Sl Description Bidder’s Confirmation 1. It is noted that deviations to Terms &

Conditions & scope of work of tender shall lead to rejection of offer, as specified in the Tender.

2. Ensure and confirm that prices quoted in ‘Schedule of Rates’, are for complete scope of work as defined in the tender

3 Indicate rate of Indian Service Tax & Edu. Cess applicable. (Present rate: Service Tax@12% Education Cess: 3% on Service Tax)

Service Tax ……………..% Educational Cess………..% on Service Tax

4. Confirm that the offer shall remain valid for acceptance up to two months from Due Date of Opening of Bids.

5. Bidder’s name and address:

6. Please indicate the Currency of quote 7. Confirm that quoted prices shall remain firm

and fixed till completion of the assignment.

8. Confirm that you have submitted all documents as mentioned in the tender/Annexures

9. Confirm acceptance to all terms & conditions of the tender.

10. Confirm that all correspondence must be in English Language only.

11. Indicate Name & Contact No. (Telephone/Fax No./E-mail) of person signing the bid.

Name: Contact No.: Fax: Email:

12. Confirm that all Bank charges associated with Bidder’s Bank shall be borne by Bidder.

13. Please confirm the following: (a) In the event of award to your Organisation,


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Sl Description Bidder’s Confirmation please indicate complete address of the organisation who will raise the invoice?

(b) Whether the invoice raised by your Organisation will include Service Tax & Edu. Cess amount?

(c) Whether your Organisation has an office in India. If so, Indian office of your Organisation will be responsible for collection and deposit of Service Tax & Edu. Cess with Indian Tax Authorities. Please confirm

14. Please refer to clause 26 of Section-1, Instructions to Bidders of the tender. Please confirm (in sentence form) whether the subject job has any Conflict of Interest and whether you are currently advising either the Gas Supplier or any other Company on a transaction related to the procurement/transportation of gas for DCP LNG Terminal.

15. Confirm that the bidder will submit such certificates/undertakings as may be necessary for Statutory compliances during release of payment in accordance with Indian Tax laws

16. Please indicate the following: (i) PAN No. (ii) Service Tax Registration. no. (iii) Category of Service Tax

(Copies to be enclosed)

17. The bidder is required to state (in sentence form) whether any of the Directors of bidder is a relative of any Director of Owner or the Bidder is a firm in which any Director of Owner or his relative is a partner or the Bidder is a private company in which any Director of Owner is a member or Director.

Bidder confirms that in case of conflicting version of various terms & conditions at different places, the confirmation furnished as above shall be considered over-riding and final and any other deviation indicated elsewhere shall be treated as redundant.

Signature ________________________ Name ________________________ Designation ________________________ Office Stamp ________________________


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ANNEXURE-D

Agreement on the letterhead of the bidder to be submitted -Regarding non-involvement of any other entity or Government of India in respect of the present contract.

It is expressly understood and agreed by and between ....................(Consultant) and GAIL (India) Limited, (Indian Public Sector Undertaking) that GAIL (India) Ltd., 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 Government of India is not a party to this agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that GAIL (India) Limited 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 ................................. (Consultant) expressly agrees, acknowledges and understands that GAIL (India) Limited is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract. Accordingly ................... (Consultant) hereby expressly waives, releases and foregoes any and all actions or claims, including cross claims, impleader claims or counter claims against the Government of India arising out of this contract and covenants not to sue to Government of India as to any manner, claim, and cause of action or thing whatsoever arising of or under this agreement.

Signature ________________________ Name ________________________ Designation ________________________ Office Stamp ________________________



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ANNEXURE - E

NO DEVIATION CONFIRMATION

To Date: GAIL (India) Limited 16, Bhikaiji Cama Place R.K.Puram, New Delhi- 110066 Dear Sir, We understand that any deviation/exception in any form may result in rejection of bid. We, therefore, certify that we have not taken any exceptions/deviations anywhere in the bid and we agree that if any deviation/exception is mentioned or noticed, our bid may be rejected. Place: Signature of Authorised Signatory Date: Name:

Designation: Seal:



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ANNEXURE - F

DECLARATION To Date: GAIL (India) Limited 16, Bhikaiji Cama Place R.K.Puram, New Delhi- 110066 Dear Sir, We hereby confirm that we are not under any 'liquidation', any 'court receivership' or similar proceedings and 'bankruptcy'. We further confirm that, we have not been Banned or kept under holiday by any Public Sector Undertaking / Government Organization in India or GAIL (India) Limited. We agree that if any noticed in future, our Bid may be rejected / terminated. Place: Signature of Authorised Signatory Date: Name:

Designation: Seal:

Tender No. GAIL/ND/BD/C&P/1316/20048289 Offer No. & Date: ……………………………………………………


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ANNEXURE-G CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this “Agreement”) is made and entered into as of ______ January 2014 and between the undersigned parties (each, a “Party”, and collectively, the “Parties”). GAIL (India) Limited (“GAIL”), a corporation organized and existing under the laws of India (hereinafter referred to as the “Disclosing Party”)

- and – __________________________________ a corporation organized and existing under the laws of _____________ (hereinafter referred to as the “Receiving Party/Recipient”).

WHEREAS: A. Disclosing Party’s subsidiary in USA, namely GAIL Global (USA) LNG LLC, has

signed a Terminal Service Agreement (“TSA”) and a Pipeline Precedent Agreement (“PPA”) having a term of 20 years with Dominion Cove Point LNG LP (DCP) for booking approximately 330,000 Dth/day of liquefaction capacity in the Cove Point LNG liquefaction project and 420,000 Dth/day of capacity in the Cove Point pipeline (together “LNG Project”) ;

B. The Disclosing Party is now entering into discussions with gas supplier(s) to evaluate a potential transaction for purchase of gas for the LNG Project (“Potential Transaction”).

C. Under the confidentiality terms of the TSA and Confidentiality Agreement (“CA”) with gas suppliers, an undertaking of confidentiality substantially in the form and content of the TSA and CA is required from the Consultant, person or entity with whom the Confidential Information is shared. A copy of the Confidentiality Agreement and relevant portion of TSA will be made available to the Consultant on engagement on need basis.

D. The Disclosing Party wishes to engage the Receiving Party for the sole purpose of providing advisory / due diligence services on the Potential Transaction (the "Permitted Purpose").

E. The Disclosing Party is prepared to make available to the Receiving Party certain

Confidential Information (as hereinafter defined) for the Permitted Purpose.

IN CONSIDERATION OF the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereto covenant and agree as follows: 1. Confidential Information. As used herein, “Confidential Information” shall mean any

and all information that concerns or relates to the Disclosing Party, its affiliates and


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their respective businesses, projects, operations, activities or affairs, whether of a technical or financial nature or otherwise, and whether furnished before or after the date hereof, including, without limitation, information pertaining to the LNG Project and the terms of the TSA and the PPA, together with all notes, analyses, summaries or studies prepared by or for the benefit of the Recipient, whether oral, written, electronic or in any other form (including, without limitation, reports, financial information, identities of actual or potential business partners or customers, business plans and proposals, economic data, market data, fuel procurement, supply and transportation information, ideas, concepts, trade secrets, know-how, processes, and other technical or business information) that is furnished by or on behalf of the Disclosing Party to the Recipient or its directors, officers, employees, principals, affiliates, agents, advisors or other representatives (such persons, collectively, “Representatives”).

2. Confidentiality. The Recipient shall be subject to the following obligations with respect to the Confidential Information of the Disclosing Party:

a. to keep the Confidential Information confidential and secret, and not, without previous written consent of Disclosing Party, directly or indirectly disclose the Confidential Information to anyone, except as expressly permitted in paragraph (b) below;

b. to disclose the Confidential Information (whether directly or indirectly and by whatever means or method) only to those Representatives who have reason or need to know Confidential Information for the purpose of enabling the Recipient to assess the Potential Transaction’s feasibility and to ensure that such representatives do not disclose any of the Confidential Information to any individual or person (whether or not employed by the Recipient) except those with such a need to know (in all cases, the Recipient shall be responsible and liable for any breach of this Agreement by it or any of Recipient’s Representatives whether the Confidential Information is provided directly or indirectly by the Disclosing Party or the Recipient);

c. not to use the Confidential Information for any purpose other than in connection with assessing feasibility of the Potential Transaction; and

d. to exercise at least the same degree of care with respect to the Confidential Information as the Recipient uses in handling its own proprietary information.

The foregoing obligations of confidentiality and non-use in this Agreement shall not apply to:

(i) information that at the time of disclosure is already in the public domain (other than as a result of its disclosure by the Recipient or its Representatives in breach of or contrary to the confidentiality obligations under this Agreement);

(ii) information that after disclosure hereunder becomes part of the public domain by publication or otherwise through no act or fault of the Recipient;


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(iii) information that can be proven by the Recipient to have been known to it prior to the date of disclosure and not obtained or derived in contravention of any confidentiality obligation in favor of the Disclosing Party;

(iv) information obtained from a third party in lawful possession of such information that is not known to Recipient to be under a confidentiality obligation to the Disclosing Party; or

(v) information disclosed as a result of the Recipient's obligation to disclose imposed by applicable law, governmental regulation, legal process or pursuant to the rules and regulations of the stock exchange on which shares of Recipient are traded; provided, however, the Recipient shall give the Disclosing Party timely notice of the service of the subpoena or other process, unless such notice is prohibited by law, so that the Disclosing Party may timely seek a protective order or other legal remedy to prevent disclosure; and further provided that Recipient shall disclose only such information as is required by such process and shall take reasonable steps to have the confidentiality of such information protected to the extent possible under such legal process.

e. The term “affiliate” shall mean any company or entity that (a) controls, either directly or indirectly, a Party, (b) is controlled, directly or indirectly, by such Party, or (c) is directly or indirectly controlled by a company or entity, that directly or indirectly controls such Party, or a related person. “Control” means the right to exercise 50% or greater of the voting rights (through stock or otherwise) of such entity.

3. No Rights. Nothing contained herein shall be construed as granting to either Party any license or right under any patent, copyright, or other intellectual property of the other Party, nor shall this Agreement impair the right of either Party to contest the scope, validity or alleged infringement of any patent or copyright. In addition, title to the Confidential Information shall remain at all times with Disclosing Party, and nothing contained herein shall be construed as assigning, conveying, selling or otherwise granting any ownership rights to the Confidential Information to Recipient.

4. Term. This Agreement shall be in force and effect upon execution and shall continue for a period of three (3) years after the expiration or other termination of the TSA.

5. Governing Law. This Confidentiality Agreement shall be governed by, construed and enforced in accordance with the Indian laws without regard to the principles of conflicts of law, all rights and remedies to be construed and interpreted in accordance therewith.

6. Enforcement. In the event of a breach of this Agreement, or in the event that such breach appears imminent, a Party shall be entitled to all available legal and equitable remedies and may, in addition, recover from the other Party all reasonable costs and attorneys’ fees incurred by it in successfully obtaining any such remedy in a final, non-appealable decision by a court of competent jurisdiction. The Parties agree and acknowledge that monetary damages may not be a sufficient remedy for


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any actual or threatened breach of this Agreement and that, in addition to all other remedies, a Party shall be entitled to specific performance, injunctive and other equitable relief without proof of actual damages without the requirement of posting a bond. In no event, however, shall either Party be liable to the other for any consequential, punitive, special, exemplary, indirect or other similar damages whether the same are based on or arise under or out of contract, warranty, delay, tort including without limit negligence, statute, strict liability, or otherwise.

7. Return or Destruction of Confidential Information. At any time upon the written request of the Disclosing Party, Recipient and its Representatives shall promptly return or destroy all Confidential Information made available by the Disclosing Party, including without limitation, any copies or extracts or other reproductions thereof, analyses, compilations, studies or other documents in whatever form prepared by or for the Recipient and containing Confidential Information. The destruction of Confidential Information shall be certified to the Disclosing Party by an authorized officer of Recipient supervising such destruction. The Recipient may retain copies of Confidential Information (a) if, based on the advice of legal counsel, such destruction would be unlawful or violate any order, judgment, writ or decree to which the Recipient or its Representatives are subject or bound, (b) to comply with applicable law, regulation, stock exchange rules or bona fide internal document retention and archival policies and (c) residing in the Recipient’s automatic computer backup systems; provided, however, that in each case the retained Confidential Information may not be used or disclosed except in accordance with the terms of this Agreement.

8. Costs. Recipient and Recipient’s Representatives shall bear all costs of the evaluation of the Confidential Information provided by the Disclosing Party, including the fees and disbursements of counsel and advisors engaged by Recipient.

9. No Warranty. The Parties hereby acknowledge that neither Party nor any of its respective Representatives makes any representations or warranties whatsoever, either express or implied, concerning the accuracy, completeness or correctness of the Confidential Information disclosed hereunder, nor shall any such representation or warranty be implied. Disclosing Party expressly disclaims any and all liability that may be based on the Confidential Information, errors therein or omissions there from. Subject to such limitations and restrictions as may be specified therein, only those representations and warranties that are made in a definitive agreement for the Project, when, as and if executed, will have any legal effect. Recipient receives and utilizes such Confidential Information at its sole cost, risk and exposure. Recipient agrees that Disclosing Party shall not have any liability resulting from the use of or reliance upon the Confidential Information. At all times hereunder Disclosing Party shall retain ownership of all Confidential Information disclosed.

10. Public Disclosures/Press Releases. Neither Party shall issue any press release or make any public disclosure of any kind including one that indicates that discussions or negotiations are taking place concerning the Project or a possible transaction without the prior written consent of the other Party, except to the extent of the


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Party’s obligation imposed pursuant to applicable law or any listing or trading agreement concerning the publicly-traded securities of a Party or its affiliates.

11. Miscellaneous. This Agreement represents the entire agreement between the Parties with respect to the subject matter herein, and may be executed in one or more separate counterparts, all of which shall constitute one and the same agreement and may be amended only in writing executed by both Parties. In the event that this Agreement is delivered by facsimile transmission or email delivery of a .pdf file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf file were an original thereof. The failure of either Party to enforce or insist upon compliance with any of the terms or conditions of this Agreement, the waiver of any term or condition of this Agreement, or the granting of an extension of time for performance, shall not constitute the permanent waiver of any term or condition of this Agreement, and this Agreement and each of its provisions shall remain at all times in full force and effect. No amendment, modification and/or discharge of this Agreement shall be valid or binding on the Parties unless made in writing and signed on behalf of each of the Parties by their respective duly authorized officers or representatives. All notices and communications required or permitted under this Agreement shall be in writing addressed as set forth below, and any notice or communication hereunder shall be deemed to have been duly delivered upon the earliest of: (a) actual receipt by the Party to be notified; (b) if by facsimile or electronic transmission, upon confirmation by the recipient of receipt; or (c) if by Federal Express courier delivery (or other reputable express courier service), three (3) days after deposited with such service. All such notices shall be addressed as follows:

If to GAIL: GAIL Bhawan 16 Bhikaji Cama Place R.K. Puram New Delhi 110066, India Attention: _________________ Facsimile: _________________ Email: ____________________ If to __________________: __________________________ __________________________ Attention: _________________ Facsimile: _________________ Email: ____________________

[signature page follows]IN WITNESS WHEREOF, the Parties have made and executed this Agreement effective as of the date first above written.


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GAIL India (Limited)

By: Title: [_______________________] By: Title:


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ANNEXURE - H INTEGRITY PACT

(To be executed on plain paper)

Between GAIL (India) Limited, a Government of India Public Sector, (here-in-after referred to as “Principal”).

AND …...…….……………………..….. (here-in-after referred to as “The Bidder/ Contractor”). (Principal and the Bidder / Contractor are here-in-after are referred to individually as “Party” or collectively as “Parties”).

PREAMBLE

The Principal intends to award under laid down organizational procedures, contract/s for …………………………………. The Principal 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 Bidder / s and Contractor / s. In order to achieve these goals, the Principal co-operates with the renowned International Non-Governmental Organisation ‘Transparency International’ (TI). Following TI’s national and international experience, the Principal will appoint an Independent External Monitor who will monitor the tender process, the execution of the contract etc. 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 in this regard:-

i) No employee of the Principal, either in person or through family members, including relatives, will in connection with the tender for or the execution of a contract, demand or accept a promise for or accept for him/herself or for a third person, any material or immaterial benefit to which he/she is not legally entitled.

ii) The Principal shall, during the tender process treat all Bidders with equity.

The Principal undertakes and ensures that before and during the tender process shall provide and share the same information to all Bidders and will not provide to any Bidder confidential / additional information through which one particular Bidder could take an advantage in relation to the tender process or the contract execution.


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iii) 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 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 and Undertakings by the Bidder/Contractor

1. The Bidder / Contractor commits and undertakes to take all measures necessary

to prevent malpractices & corruption. He commits himself to observe the following principles during his participation in the tender process and during the contract execution:

i) The Bidder / Contractor undertakes not to, directly or through any other

person or firm offer, promise or give or influence to any employee of the Principal associated with the tender process or the execution of the contract or to any other person on their behalf any material or immaterial benefit to which he / she is not legally entitled in order to obtain in exchange any advantage of any kind whatsoever during the tender process or during the execution of the contract.

ii) The Bidder / Contractor undertakes not to enter into any undisclosed

agreement or understanding, whether formal or informal with other Bidders. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non-submission of bids or any other action to restrict competitiveness or to introduce cartelization in the bidding process.

iii) The Bidder / Contractor undertakes not to commit any offence under the

relevant Anti-corruption Laws of India. Further, the Bidder / Contractor will not use improperly 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 for the purposes of competition or personal gain and will not pass the information so acquired on to others.

iv) The Bidder / Contractor will, when presenting his bid undertakes to

disclose any and all payments 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 / Contractor will not instigate and allure third persons / parties to

commit offences outlined above or be an accessory to such offences.

Section 3 – Disqualification from tender process and exclusion


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from future contracts

If the Bidder, before the award of contract, has committed a transgression through a violation of any provisions of Section 2 or in any other form so as to put his reliability or credibility as Bidder into question, the Principal shall be entitled to disqualify, put on holiday or blacklist the Bidder including from the future tender process or to terminate the contract, if already signed, on that ground.

1. If the Bidder / Contractor has committed a transgression through a violation of

any provisions of Section 2 so as to put his reliability or credibility into question, the Principal shall be entitled to exclude including blacklist and put on holiday the Bidder / Contractor from entering into any GAIL future contract tender processes. The imposition and duration of the exclusion will be determined by the severity of the transgression. The severity will be determined by the Principal taking into consideration the full facts and circumstances of each case particularly taking into account the number of transgressions, the position of the transgressors within the company hierarchy of the Bidder and the amount of the damage. The exclusion may be imposed for a minimum period of 6 months and maximum of three years.

2. A transgression is considered to have occurred if the Principal after due

consideration of the available evidence, concludes that no reasonable doubt is possible.

3. The Bidder with its free consent and without any influence agrees and

undertakes to respect and uphold the Principal’s absolute rights 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. Subject to the full satisfaction of the Principal, the exclusion of the Bidder /

Contractor could be revoked by Principal prematurely if the bidder / contractor can prove that he has restored / recouped the damage caused by him and has installed a suitable corruption prevention system in his organization.

Section 4 – Forfeiture of EMD / Security Deposits

1. If the Principal has disqualified the Bidder from the tender process prior to the

award in terms of Section 3, and during the execution of the contract, the Principal shall forfeit earnest money deposit / bid security money, encash the bank guarantee including due payments in addition to blacklisting or putting on holiday the bidder and terminating the contract.

2. If the Principal has terminated the contract according to Section 3, or if the

Principal is entitled to terminate the contract according to Section 3, the Principal shall be entitled to demand and recover from the Contractor liquidated damages


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equivalent to Earnest Money Deposit / 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 / Contractor 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 / Contractor shall compensate the Principal only to the extent of the damage in the amount proved.

Section 5 – Previous transgression

1. The Bidder swears on oath that no previous transgression has occurred during

the last three years with any other Company in any country conforming to the TI approach or including with any other Public Sector Enterprise / Undertaking in India that could justify his exclusion from the tender process.

2. If the Bidder makes incorrect statement on this subject, he shall be disqualified

from the tender process or the contract, if already awarded, could be liable to be terminated on this ground.

Section 6 – Equal treatment to all Bidders / Contractors / Subcontractors

1. The Bidder / Contractor undertakes to demand from all its sub-contractors, if any,

an undertaking and commitment in conformity with this Integrity Pact, and to submit it to the Principal before signing of the contract.

2. The Principal will enter into agreements with similar conditions, as stipulated

herein, with all Bidders, Contractors and Subcontractors. 3. The Principal shall disqualify from the tender process all Bidders who do not sign

this Pact or violate any of its provisions.

Section 7 – Criminal charges against violating Bidders / Contractors / Sub-contractors

If the Principal obtains knowledge of conduct of a Bidder, Contractor or Subcontractor, or of an employee or a representative or an associate of a Bidder, Contractor or Subcontractor which constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal will inform the Vigilance Office / Department for initiating appropriate action for above.


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Section 8 –Independent External Monitor / Monitors (Three in number depending on the size of the contract)

(To be Decided by the Chairperson of the Prinicpal) 1. The Principal appoints competent and credible external independent Monitor for

this Pact. 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 any 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 Contractor accepts that the Monitor has the right to access without restriction

to all Project documentation of the Principal including that provided by the Contractor. The Contractor will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documentation. The same is applicable to Sub-contractors. The Monitor is under contractual obligation to treat the information and documents of the Bidder / Contractor / Sub-contractor 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 Contractor. 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 recommendations. 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 / contractor 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 taking corrective measures.

7. Monitor shall be entitled to compensation by the Principal on the same terms &

conditions as being extended to/provided to Outside Expert Committee Members of ONGC.

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


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transmit this information directly to the Central Vigilance Commissioner, Government of India.

9. The word ‘Monitor’ would include both singular and plural. 10. Independent External Monitor shall be required to maintain confidentiality of the

information acquired and gathered during their tenure / role as Independent Monitor. Any breach in this regard would be subject to the legal judicial system of India.

11. The Independent External Monitors shall be responsible to oversee the

implementation of Integrity Pact Program to prevent corruption, bribes or any other unethical practices in the GAIL. However, Monitor(s) shall be personally and severally be liable for any action or suit brought by Bidder / Contractor / against the Monitor, in case the findings of Independent Monitor is / are found incorrect or biased or prejudiced.

12. Independent External Monitor(s) shall be required to furnish an Undertaking and shall disclose before taking any assignment that he / she has no interest in the matter or connected with the party (bidder / contractor) in any manner.

Section 9 – Pact Duration The provisions of this Pact shall come into effect from the date of signing of this Pact by the both parties. It expires for the Contractor 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 by either party 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 the Chairperson of the Principal.

Section 10 – Miscellaneous provisions 1. This agreement is subject to Indian Law. Place of performance and jurisdiction is

the Registered Office of the Principal, i.e. New Delhi. The Arbitration clause provided in 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, if any, need to be

made in writing. Side agreements have not been made. 3. If the Contractor / Bidder is a partnership concern or a consortium, this

agreement must be signed by all partners or consortium members.


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4. In case any or several of the provisions of this agreement turn out to be void, the remainder of this pact shall remain valid. The parties to this pact however, shall strive to come to an agreement to their original intentions in such a case.

------------------------------------------- ----------------------------------------------- (Name & Designation) (Name & Designation)

For the Principal For the Bidder/Contractor Place ------------------------------------ Witness 1: ----------------------------- Date ----------------------------------- Witness 2: -----------------------------


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ANNEXURE - I

LIST OF TRANSACTIONS


List of transactions related to purchase of gas or booking of capacity in a gas pipeline in USA for a minimum volume of 100,000 Dth/day through single or multiple contracts having contract period of at least 1 year in preceding 10 years from the due date of submission of bid Sl. No.

Details of the transactions

Year of transaction

Description of

transaction

Scope of

Services

Contract period of

the agreement

Month & Year of

completion of

transaction

Name of the clients

Contact details

of clients

1 2 3 and so on

Place: Signature of Authorised Signatory Date: Name: Seal: Designation:


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ANNEXURE -J

LIST OF KEY PERSONNEL

Tender No. GAIL/ND/BD/C&P/1316/20048289 Offer No. & Date: ……………………………………………………

Sl. No

Qualification Past Experience Current Assignment Name of the Team Leader with their professional qualifications.

No. of years of experience

List of Assignments related to purchase of gas or booking of capacity in a gas pipeline in USA

Year of Assignment

Proposed Role in this assignment

Location of Operation

1 2 3 and so on

Note Resumes to be attached in a separate Appendix. Place: Signature of Authorised Signatory Date: Name: Seal: Designation:


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ANNEXURE –J (a)

LIST OF KEY PERSONNEL Tender No. GAIL/ND/BD/C&P/1316/20048289 Offer No. & Date: ……………………………………………………

SlNo

Qualification Past Experience Current Assignment Name of the Team Member(s) with their professional qualifications.

No. of years of experience

List of Assignments related to purchase of gas or booking of capacity in a gas pipeline in USA

Year of Assignment

Proposed Role in this assignment

Location of Operation

1 2 3 and so on

Note Resumes to be attached in a separate Appendix. Place: Signature of Authorised Signatory Date: Name: Seal: Designation:


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ANNEXURE-K

Undertaking on Letterhead

To GAIL (India) Limited New Delhi 110066

Sub: Tender no. GAIL/ND/BD/C&P/1316/20048289 Dear Sir We hereby confirm that “The contents of this Tender Document No. GAIL/ND/BD/C&P/1316/20048289 have not been modified or altered by M/s. ……………………………………………… (Name of the bidder with complete address). In case, it is found that the tender document has been modified / altered by the bidder, the bid submitted by M/s……………………………………………… (Name of the bidder) shall be liable for rejection”.

Place: Signature of Authorised Signatory Date: Name:

Designation: Seal:


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ANNEXURE-L

ACKNOWLEDGEMENT CUM CONSENT LETTER (On receipt of tender document/information regarding the tender, Bidder shall acknowledge the receipt and confirm his intention to bid or reason for non-participation against the enquiry /tender through e-mail/fax to concerned executive in GAIL issued the tender, by filling up the Format) To DGM (C&P) GAIL (India) Limited New Delhi E-mail : [email protected]; [email protected] Fax : 011 26185941 Extn 15245# Sub: Tender no. GAIL/ND/BD/C&P/1316/20048289 Dear Sir, We hereby acknowledge receipt of a complete set of bidding document along with enclosures for subject item/job and/or the information regarding the subject tender.

We intend to bid as requested for the subject item/job and furnish following details with respect to our quoting office:

Postal Address with Pin Code : .................... Telephone Number : .................... Fax Number : .................... Contact Person : .................... E-mail Address : .................... Mobile No. : .................... Date : .................... Seal/Stamp : ....................

We are unable to bid for the reason given below:

Reasons for non-submission of bid: _____________________________________________________________________ Agency’s Name : .................... Signature : .................... Name : .................... Designation : .................... Date : .................... Seal/Stamp : .....................


ANNEXURE-M

FORMAT FOR BIDDER'S QUERIES TENDER NO.: GAIL/ND/BD/C&P/1316/20048289

NOTE: The Pre-Bid Queries may be sent by fax to fax numbers +91-11-26185941 ext. 00502# / 15245# and also by e-mail to [email protected] or [email protected] .

Sl.

REFERENCE OF TENDER DOCUMENT BIDDER'S

QUERY

GAIL'S REPLY

Section

No.

Page No.

Clause

No. Subject


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ANNEXURE-N

E-Banking Mandate Form

(To be issued on vendors letter head)

1. Vendor/customer Name : 2. Vendor/customer Code: 3. Vendor /customer Address: 4. Vendor/customer e-mail id: 5. Particulars of bank account

a) Name of Bank b) Name of branch c) Branch code: d) Address: e) Telephone number: f) Type of account (current/saving etc.) g) Account Number: h) RTGS IFSC code of the bank branch i) NEFT IFSC code of the bank branch j) 9 digit MICR code

I/We hereby authorize GAIL(India) Limited to release any amount due to me/us in the bank account as mentioned above. I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed or lost because of incomplete or incorrect information, we would not hold the GAIL (India) Limited responsible.

(Signature of vendor/customer)

BANK CERTIFICATE We certify that --------------------------------- has an Account no. ------------------------------------- with us and we confirm that the details given above are correct as per our records. Bank stamp Date (Signature of authorized officer of bank)


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ANNEXURE-O

(FORMAT FOR CHARTERED ACCOUNTANT CERTIFICATE FOR FINANCIAL CAPABILITY OF THE BIDDER)

Sub: …………………… We have verified the Annual Accounts and other relevant records of M/s. ……………………………… (Name of the Bidder) and certify the following::

A. ANNUAL TURNOVER OF LAST 3 YEARS

Description Amount (Currency)

Year 1:

Year 2:

Year 3:

Name of Audit Firm / [Signature of Authorised Signatory] Chartered Accountant Name: Designation: Date: Seal: Membership no: Instructions: 1. The financial year would be the same as one normally followed by the bidder for its Annual report 2. The bidder shall provide the audited financial statements as required for this Tender document.

Failure to do so would result in the Proposal being considered as non-responsive. For the purpose of this Tender document, (i) Annual Turnover shall be “Sale value/Operating Income” (ii) Working Capital shall be “Current Assets less Current Liabilities” and (iii) Net Worth shall be “paid up share capital and Free Reserve & Surplus”


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ANNEXURE-P

PROFORMA FOR DETAILS OF INDIAN AGENT To GAIL (India) Limited New Delhi – 110 066, India Sub: Tender no. …………………….. Dear Sir, Following are the details of Indian Agent/Representative/Retainer/Associate:

Sl. Description Bidder’s Response

1. Name & address of Agent / Representative / Retainer / Associate in India

2. The precise relationship between the bidder and their Agent / Representative / Retainer / Associate in India

3. The mutual interest which the bidder and Agent / Representative / Retainer / Associate in India have in the Business of each other.

4. Any payment which the Agent / Representative / Retainer / Associate in India or abroad receives from the bidder whether as a commission for the Contract or as a general retainer fee.

5. Permanent Income Tax Account number of Agent / Representative / Retainer / Associate in India.

6. Permanent Income Tax account of bidder in his country and also in India, if applicable.

7. All services to be rendered by the Agent/Representative/Retainer/Associate

8. Bidder to confirm copy of Agreement with their Indian Agent is enclosed in Un-priced bid.

Note: Aforementioned information need to be supported with necessary documents.

Place: Signature of Authorised Signatory Date: Name:

Designation: Seal: