TENDER DOCUMENT Tender No. - GAIL/IGS/LNG/Spot/2009/01 PURCHASE OF SPOT CARGO OF LIQUIFIED NATURAL GAS (LNG)
GAIL (India) Limited REQUEST FOR QUOTATION GAIL/IGS/LNG/Spot/2009/01 5 th October 2009 To, Dear Sirs, Sub: LNG Spot Cargo for GAIL TENDER NO. : GAIL/ND/IGS/LNG/Spot/2009/01 GAIL (India) Limited is the flagship company of Government of India in the field of Natural Gas. It is the principal marketer of natural gas and regasified LNG in the country with approximately 70% market share. GAIL also owns more than 7000 Kms of transmission and distribution pipelines of natural gas across the country. GAIL is actively pursuing different options to import LNG into India to meet the growing demand of the domestic market. GAIL currently has arrangement for regasification of LNG at the PLL s LNG Terminals at Dahej. It is well positioned to import LNG depending upon the requirements of the market. GAIL, now, invites tender for purchase and import of Spot Cargo of LNG on Dispatch Ex Ship (DES) basis under 2 bid system. Bids would be received through E Mail and are invited as per following details - Due date and time for submission of unpriced bid : 12/10/2009, 1430 hrs. (Indian Standard Time) Date and time for opening of unpriced bids : Due date and time for submission of priced bid : 12/10/2009, 1500 hrs. (Indian Standard Time) 12/10/2009, 1430 hrs. (Indian Standard Time) (E Mail offer would be received by GAIL during the last 24 hours only ending at 1430 hrs. on 12/10/2009. Date and time for opening of priced bids : to be informed later 2
Venue for Opening of all Bids : GAIL (India) Limited, 16, Bhikaiji Cama Place, R.K. Puram, New Delhi - 110066, (India) E Mail Id for receiving the Bids : igslng@gail.co.in (Unpriced as well as Priced) E Mail Id for other correspondences : igs@gail.co.in Time Window for arrival of LNG Ship : 23/11/2009 to 24/11/2009 at PLL, Dahej (tentatively) Other provisions of this tender 1. Bids, under 2 bid system, are invited from the parties who have signed Master Spot Purchase Agreement (MSPA) for Spot LNG Cargoes with GAIL. Parties which have not yet signed MSPA with GAIL are requested to immediately get in touch with GAIL for signing of the same. GAIL may get into MSPA with parties which qualify any one of the following criteria a. Master Spot Purchase Agreement (MSPA) may be entered by GAIL with producers of LNG or their wholly owned subsidiaries involved in natural gas or LNG business. b. MSPA may be entered by GAIL with parties having equity share in an LNG Liquefaction Project and marketing rights to sell full or any part of their share in such projects or wholly owned subsidiaries of such parties involved in natural gas or LNG business. c. MSPA may be entered by GAIL with parties having valid Sale and Purchase Agreement with LNG Liquefaction Projects. d. MSPA may be entered by GAIL with parties which have traded more than 5 cargoes (of capacity more than or equal to 75,000 Cubic Meter each as spot cargoes or long term / short term) of LNG during each of the last three years. In addition such parties should also have annual turn over of at least US$ 200 Millions during any of their last three standard accounting years and networth of US$ 100 Millions as per their last audited financial statement. e. MSPA may be entered by GAIL with parties which have been authorized by a LNG producer to market LNG on their behalf presently. In addition such parties should also have annual turn over 3
of at least US$ 200 Millions during any of their last three standard accounting years and networth of US$ 100 Millions as per their last audited financial statement. f. MSPA may be entered by GAIL with parties owning or operating the Regasification Terminals in India. Parties meeting above criteria should submit documentary proof (through scanned E Mails to mail id igs@gail.co.in) to establish their meeting above criteria and initiate action for getting into MSPA with GAIL. It is again reiterated that bids would be accepted only from the parties which have signed MSPA with GAIL. In case GAIL and the interested party are not able to sign MSPA before the due date / time of submission of this bid then bids from such parties would not be acceptable for the purpose of this tender. Such correspondences from the interested parties would be entertained only for the first 5 days including the date of publication of this Notice Inviting Tender on GAIL s web-site after which period GAIL would get ready to receive the offers against this tender from Bidders. 2. Bids, in the format enclosed herewith (comprising of Terms and Conditions for purchase of LNG spot cargo by GAIL, Annexure A, Annexure B & Annexure - C) are to be submitted through scanned E Mails as per details provided below. The complete original bid documents shall then be couriered by the bidder to GAIL. Unpriced and Priced Bids shall be submitted simultaneously but in separate e mails. The first E Mail shall contain Unpriced bid against GAIL tender dated 5 th October 2009 for LNG spot cargo from. (Name of the bidding party) as subject of the mail and should contain signed offer containing Terms and Conditions for purchase of LNG spot cargo by GAIL (attached herewith), Annexure A & Annexure B only. This mail should not be password protected. Please also note that this mail should not contain the Annexure C. This E Mail shall be sent to the E Mail id igslng@gail.co.in The second E Mail shall contain Priced bid against GAIL tender dated 5 th October 2009 for LNG spot cargo from. (Name of the bidding party) as subject of the mail and should contain signed offer containing Annexure C only. This mail should be password protected. The password should be mailed separately only when asked by GAIL. This E Mail shall be sent to the E Mail id igslng@gail.co.in Unpriced bids from all bidders, having valid MSPA with GAIL, shall be processed by GAIL and thereafter the priced bids of only such bidders shall be opened whose unpriced bids shall be found, by GAIL, to be satisfactory. Priced bid shall be opened with the help of the password which the Bidder shall send by mail when asked to do so by GAIL. 4
3. E Mail receipt deadline, provided above, is as per Indian Standard Time and is to be noted by the Bidders for compliance. Bidders are again requested to send their offer in advance in order to avoid any problems at the last moment. Decision of GAIL regarding receipt timings of a bid would be final and binding. 4. The bids are invited as per the terms and conditions as attached herewith. Bids should be valid for 5 days (excluding the day of opening of the unpriced bid) from the date of opening of the unpriced bid by GAIL. As mentioned earlier, correspondences for entering into fresh MSPA would be entertained by GAIL for the first five days including the date of publication of this tender on its web-site. 5. The Bidder shall not make any change in the price after opening of the bid and any deviation or exception to the conditions stated herein, proposed to be taken by the Bidder should be specifically stated alongwith the unpriced bid. 6. GAIL reserves the right to accept or reject any or all tenders received at its absolute discretion without assigning any reason whatsoever. GAIL also reserves the right to cancel the tender at any point of time without assigning any reason. 7. Any and all costs incurred by the Bidder in connection with this bid shall be sole responsibility of the Bidder and GAIL shall not be liable for any costs incurred by them in this regard. 8. AMENDMENT OF TENDER - At any time prior to the bid due date and time, GAIL may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective bidder, modify the bidding documents. a. The amendment will be notified through a notice on its website www.gailonline.com and will be notified by e-mail to the bidders who inform GAIL of their intention to bid for this tender. Such intentions may be informed to GAIL at e-mail id igs@gail.co.in b. In order to afford prospective bidders, reasonable time in which to take the amendment into account in preparing their bids, GAIL may, at its discretion, extend the bid due date. 9. This tender could also be downloaded from GAIL website (www.gailonline.com). 10. The Bids shall be submitted in English language only. 11. Any bid received by GAIL after the bid due date and time shall be liable for rejection. 12. The price quoted should be only in terms of US Dollars per MMBTU on DES basis. Bids with price quoted in any other currency may be rejected. 5
13. Integrity & Transparency GAIL as one of its endeavour to maintain and foster ethical & corruption free business environment, has adopted the Integrity Pact, a tool developed by Transparency International, to ensure that all activities and transactions between GAIL and its Counterparties (Bidders & Suppliers) are handled in a fair and transparent manner, completely free of corruption. Considering above, it is mandatory that all bidders execute the Integrity Pact (attached as Annexure B) on a plain paper and submit along-with the bid. In case a bidder does not sign the Integrity Pact, his bid shall be liable for rejection. In case of any clarification, you may get in touch with GAIL at phone nos. +91-11- 41455528, +91-11-26161251, +91-11-26165512 & +91-11-26165552. THIS IS ONLY A REQUEST FOR QUOTATION AND NOT AN ORDER. Yours sincerely, FOR GAIL (INDIA) LTD. General Manager (Mktg.) E-mail : igs@gail.co.in www.gailonline.com 16, Bhikaji Cama Place New Delhi India - 110066 6
GAIL (INDIA) LIMITED New Delhi India Terms and Conditions for purchase of LNG spot cargo by GAIL GAIL intends to purchase spot cargo(es) of LNG on Dispatch Ex-Ship (DES) Basis. GAIL has floated this tender, for the purpose of getting an economic and competitive offer (price) of LNG. This import would be subject to following terms and conditions 1. The LNG spot cargo would be imported under the Master Spot Sale & Purchase Agreements (MSPA) signed between GAIL and the Seller. The term Seller used in this document, refers to the successful Bidder on whom GAIL shall be placing order for supply of the spot cargoes tendered herein. The term Buyer refers to GAIL which intends to purchase the LNG spot cargo through this tender. The term Bidder refers to the parties which intend to quote against this tender invited by GAIL. 2. If any specific provision of this tender conflicts with the terms contained in MSPA signed with a Bidder (if any), then the specific provision of this tender document shall prevail. 3. The LNG imported under this tender, when re-gasified must meet the following quality parameters / specifications a. The LNG when re-gasified must contain more than 85% by volume of Methane with Gross Calorific Value of more than 1050 BTU/SCF or 9340 Kcal/SCM. b. The LNG when re-gasified must not contain more than 10 ppm by weight of total Sulphur (including H2S). c. The LNG when re-gasified must not contain more than 3.3 ppm of H2S by volume. d. The LNG when re-gasified must not contain any Oxygen. e. The LNG when re-gasified must not contain more than 1 mol% of Nitrogen. 4. The desired delivered quantity of LNG per cargo is 1,25,000 to 1,45,000 Cubic Meters. However, Bidders may quote for cargoes even smaller than the estimated delivery quantity of 1,25,000 Cubic Meters of LNG, which may be accepted by GAIL subject to feasibility. 5. Discharge Port (port where the LNG spot cargo would be unloaded) facilities shall have the capacity of accepting LNG Vessel having the following 7
specifications: a. Capacity: 65,000 172, 000 Cubic Meters b. Arrival Draft: 12.5 meters (Max.) 6. LNG Sample Bomb - Alongwith the LNG cargo, the Seller shall supply a sample bomb of the LNG loaded into the ship at the loading point (liquefaction plant). The sample bomb should have at least 2.2 litre volume and should be at approximately 6 bar (G) pressure. The sample shall be handed over to the discharge terminal at the time of delivery. 7. Possible Delay in Delivery of LNG Cargo by the Bidder and Receipt of LNG Cargo by GAIL Terms and conditions of the Master Spot Purchase Agreement (MSPA) between GAIL and the Bidder shall apply. 8. Invoicing & Payment - Terms and conditions of the Master Spot Purchase Agreement (MSPA) between GAIL and the Bidder shall apply. 9. Duties, Harbor Fees and Taxes - All port dues, duties, harbour and berthing fees, mooring/tug/pilot charges and taxes imposed on LNG Tankers at the Discharge Port, shall be borne by the Seller. 10. Demurrage - Terms and conditions of the Master Spot Purchase Agreement (MSPA) between GAIL and the Bidder shall apply. 11. Measurement, Sampling & Testing of LNG Unloaded at Discharge Port - The volume, temperature, pressure and composition of the LNG delivered under this Agreement shall be measured at the Discharge Port in accordance with the procedures customarily accepted and applied at the Discharge Port. Bidders shall quote the price of gas, considering fixed measuring condition of 60 Degree Fahrenheit & 1.01325 Bar absolute. Heating Values considered are on GCV basis. The quantity in cubic meter and the temperature of the LNG unloaded shall be measured with the LNG Ship instrumentation in accordance with the methods described in the LNG Custody Transfer published by the GIIGNL, second edition 2001. The mean composition of the LNG unloaded is determined with Buyer s Receiving Facilities instrumentation in accordance with the methods described in the LNG Custody Transfer published by the GIIGNL, second edition 2001. The vapor phase during the unloading operations shall be taken into account in the energy balance. The mean composition of the vapor phase return to the ship is determined with Buyer s Receiving Facilities instrumentation in accordance with 8
the methods described in the LNG Custody Transfer published by the GIIGNL, second edition 2001. The vapours returned to the ship shall be deducted from the Quantity Delivered, which may please be noted by the Bidders. Gross Heating Value (Mass) The Gross Heating Value (Mass) shall be calculated by use of the method ISO 6976-1995 with combustion reference conditions of sixty degree Fahrenheit (60 o F) and units of MJ/kg and 0.01 significant figures or with combustion reference conditions of sixty degree Fahrenheit (60 F), stated in units of BTU/kg and given with one (1) significant figures or as specified in the relevant Terminal Rules. Gross Heating Value (Volumetric) The Gross Heating Value (Volumetric) shall be calculated by use of the method ISO 6976-1995 with combustion reference conditions of sixty degree Fahrenheit (60 o F), stated in units of MJ/Nm3 and 0.01 significant figures or with combustion reference conditions of sixty degree celsius (60 F) and units of BTU/SCF and given with 0.1 significant figures or as specified in the relevant Terminal Rules. LNG Density The LNG Density shall be calculated by use of the method Klosey MacKinley from NBS Technical Note 1030, December 1980. The Molar mass shall be determined by use of the method ISO 6976-1995, units of density shall be in kg/m3 and calculation results shall be given with 0.01 significant figures. The quantity of the energy delivered shall be calculated in accordance with the formula given in the LNG Custody Transfer published by the GIIGNL, second edition 2001, page five (5) clause 2.1. For the purpose of this calculation the quantity of energy is expressed in MMBtus, rounded to two (2) decimal places. 12. The bank charges would be to the respective party s account. 13. Earnest Money / Security Deposit for the purpose of this tender shall be zero. 14. The Bids shall be submitted in English language only. Bids in any other language may be rejected. 15. The price quoted should be only in terms of US Dollars per MMBTU on DES basis. Bids with price quoted in any other currency may be rejected. 16. GAIL reserves the right to place order / execute confirmation notice / execute memorandum on bidders other than those offering the lowest rate under this tender. 17. Evaluation of Tender The Bids would be evaluated first with respect to technical acceptability of the offer. Bids may be suitably loaded by GAIL on 9
account of difference between terms and conditions of MSPAs of different Bidders. Price offered in respect of only technically acceptable bids would be compared for acceptance. It is requested to send us the bid in the format provided herewith as Annexure-A. ***** 10
ANNEXURE A Bid for Spot Cargo of LNG to GAIL Ref. : Date: To, General Manager (Mktg.) GAIL (India) Ltd. 16, Bhikaji Cama Place New Delhi 110066 India Dear Sir, We are pleased to quote for a spot cargo of LNG for GAIL (India) Ltd. as per details placed below, under GAIL s tender no. GAIL/ND/IGS/LNG/Spot/2009/01 dated., as per the terms and conditions attached to the tender and as per our MSPA with GAIL (India) Ltd. I. Source of LNG :.. Port of loading II. Discharge Port : Dahej, India III. Delivery Date : (at the Discharge Port) IV. a. LNG Ship Name & Flag : b. Country c. Demurrage Rate in USD/day : V. Capacity of the Ship : (Cubic Meters) VI. Vital dimensions and other : details of the ship (Port compatibility data also to be provided) VII. Estimated MMBTU Delivery : VIII. Quality and Calorific Value of LNG Minimum Methane (% by Volume) : 11
Minimum Gross Calorific Value (BTU/SCF) : Maximum Total Sulphur incl. H2S (ppm by weight) : Maximum H2S (ppm by Volume) : Oxygen (must be nil) : Maximum N2 (mol %) : IX. Representative Composition of LNG to be supplied : XI. Any other information that the Bidder likes to provide - XII. It is hereby certified that Annexure C submitted separately contains only the price offered by the Bidder. Conditions / deviations, if any, have been submitted by the Bidder under the unpriced bid itself. (Signature with date and stamp of the Bidder) 12
ANNEXURE B INTEGRITY PACT (To be executed on plain paper by the Bidder and submitted with the bid) 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 / Seller ). (Principal and the Bidder / Contractor / Seller are here-in-after referred to individually as Party or collectively as Parties ). PREAMBLE The Principal intends to award under laid down organizational procedures, contract/s for purchase of LNG spot cargoes. 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. iii) The Principal will exclude from the process all known prejudiced persons. 13
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 nonsubmission of bids or any other action to restrict competitiveness or to introduce cartelisation 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 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. 14
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 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. 15
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 / Subcontractors 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. 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. 16
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 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. 17
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. 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: --------------------------- 18
ANNEXURE C Priced Bid for Spot Cargo of LNG to GAIL Ref. : Date: To, General Manager (Mktg.) GAIL (India) Ltd. 16, Bhikaji Cama Place New Delhi 110066 India Dear Sir, We have quoted for a spot cargo of LNG for GAIL (India) Ltd., under GAIL s tender no. GAIL/ND/IGS/LNG/Spot/2009/01 dated 5 th October 2009, as per the terms and conditions attached to the tender and as per our MSPA with GAIL (India) Ltd. While all details have been submitted in the relevant unpriced bid submitted separately, the price of the spot cargo offered by us is being submitted hereunder I. Ex Ship Price (in US$/MMBTU on DES Basis to be delivered at PLL, Dahej Regasification Terminal) : (LNG delivered would be calculated as per customary procedure at the discharge port with temperature of 60 Degree Fahrenheit and pressure of 1.01325 Bar A) (Signature with date and stamp of the Bidder) 19