Tender No.CE-474-DFR for PCPIR projecttenders.hpcl.co.in/tenders/tender_prog/TenderFiles/4820/Tender/... · Tender no.CE-474-Appointment of consultant for conducting DFS for PCPIR

Tender no.CE-474-Appointment of consultant for conducting DFS for PCPIR project at Visakhapatnam Page 1 of 22

HINDUSTAN PETROLEUM CORPORATION LIMITED (A GOVERNMENT OF INDIA ENTERPRISE)

INVITATION TO BID (ITB)

(GLOBAL TENDER NOTICE)

FOR

“ Appointment of Consultant for Conducting Detailed

Feasibility Study for proposed Green Field Refinery cum

Petrochemicals (PCPIR) Project, Visakhapatnam”

TENDER NO. CE: 474

HINDUSTAN PETROLEUM CORPORATION LIMITED

CENTRAL ENGINEERING, 6TH FLOOR

PETROLEUM HOUSE,

17, JAMSHEDJI TATA ROAD

MUMBAI – 400 020


“Appointment of Consultant for Conducting Detailed

Feasibility Study for proposed Green Field Refinery cum

Petrochemicals (PCPIR) Project, Visakhapatnam”

I N D E X

SECTION DESCRIPTION PAGE NO.

Global Tender Notice 3

1

Introduction 4

2

Detailed Scope of Work & Other Terms

and Conditions

5

3

Instructions to Bidders

12

4

Pre-Qualification Criteria

16

5 Priced Bid Format 19

6 Check list for submission of offer 20

7 Enclosures 22

Annexure-I General Terms & Conditions Of Contract (GTC)

7 Pages

Annexure-II Agreement (Under Integrity Pact) 1 Page

Annexure-III Integrity Pact

6 Pages

Annexure-IV Grievance Redressal Mechanism 4 Pages

Annexure-V Agreed Commercial Terms And Conditions (ACTC)

1 Page


HINDUSTAN PETROLEUM CORPORATION LIMITED

(A Govt. of India Enterprise) 6

th Floor, Petroleum house,

Jamshedji Tata Road, Churchgate Mumbai-400 020

Tel:+91-22-2286 3633/3615

GLOBAL NOTICE INVITING TENDER Hindustan Petroleum Corporation Limited (HPCL) invites sealed bids under single stage two-bid system from Consultants with sound technical and financial capabilities, fulfilling the qualification criteria as stated in the detailed Invitation to Bid (ITB) for “Appointment of Consultant for Conducting Detailed Feasibility Study for proposed Green Field Refinery cum Petrochemicals (PCPIR) Project at Visakhapatnam” Tender No. CE:474 Earnest Money Deposit Rs.30 lakhs for Indian Bidders & USD 62,650 for

foreign Bidders

Tender Fees INR 5,000 for Indian Bidders & USD 110 for foreign Bidders

Sale Period of tender 26.09.2011 to 08.11.2011 (From 10AM to 5 PM

Monday to Friday except holidays)

Tender Due Date 15.11.2011 (1500 Hrs) at Petroleum House.

Unpriced Bid opening 15.11.2011 (1530 Hrs) at Petroleum House.

Detailed Pre-Qualification Criteria as specified in Tender Document shall be applicable. Tender document shall be obtained from Mr. Ravi Kumar Budha, Sr.Engineer, Central Engineering on payment of tender fees by way of Demand Draft. Tender document can also be downloaded from the link provided below http://www.hindustanpetroleum.com/En/UI/Publictenders.aspx and tender Fees shall be paid along with the bid. Offers received without either EMD or the applicable tender fees shall be rejected.

Senior Manager-Materials, Central Engineering


S E C TI O N - 1

INTRODUCTION Hindustan Petroleum Corporation Ltd. (HPCL) is a Fortune 500 Company engaged in the business of refining and marketing of petroleum products in India with a turnover exceeding US $ 29 Billion. HPCL intends to set up a 15 MMTPA capacity Green Field Refinery cum Petrochemicals Project in the Petroleum, Chemical and Petrochemical Investment Region (PCPIR) being promoted in the vicinity of Visakhapatnam, Andhra Pradesh.

HPCL is pleased to invite your company to participate in the tendering process for the configuration, detailed feasibility study and initial design of a new grassroots Refinery and Petrochemicals Plant.

While setting up a Green Field Refinery cum Petrochemicals project, development of design basis, process scheme/design and sizing of units are instrumental for preparing the feasibility report. These activities are quite critical in preparing the project cost.

This global tender is floated to engage a consultant to conduct Detailed Feasibility Study for PCPIR Project.


S E C TI O N - 2

D E T AI L E D S CO P E O F WO RK & O TH E R TE R MS AN D C O N D I T I O N S

The scope of Detailed Feasibility study includes the development of an LP model to optimise the refinery/petrochemical configuration, sensitivity analysis during the screening process, and design of the selected refinery and petrochemicals scheme to develop +/- 20% cost estimate.

The detailed feasibility study assumes to cover the following steps: A. Development of process configuration for refinery cum petrochemical

project A Linear Programming Model was developed to select and optimize the process configuration based on optimizing the economic performance basis the following assumptions : Assumptions :

a. Refinery capacity - 15 MMTPA single largest CDU capacity b. Crude slate

1) 100% Heavy Sour crude (Arabian Heavy) 2) 100% Light Sour crude (Arabian Light) 3) 50% Heavy & 50% Light Sour crude

c. Product Objectives 1) Polyethylene target - 1000 kt per annum 2) Polypropylene target - 950 kt per annum 3) Paraxylene target - 1000 kt per annum

d. Refinery product specification - Euro V e. Petrochemical product specification as per ASTM norm f. 1 MMTPA Ethylene production with ex refinery Naphtha feedstock

Basis optimizing the economic performance, following two configurations were shortlisted :

a. Scheme 1 with MHC (Mild Hydro Cracking), DCC (Deep Catalytic Cracking) and DCU (Delayed Coker Unit)

b. Scheme 2 with DHC (Full Conversion Hydro Cracking) and Delayed Coker

The scope of the proposed study to be undertaken includes to develop LP model and consider 50-60 schemes and select best configuration basis highest economic performance so to optimize the above set assumptions The LP modeling should include the following :

a. Option 1 : Integrated refinery with Aromatic complex and Naphtha cracker and polyolifins production facilities. Option 2 : Integrated refinery cum Naphtha Cracker along with ployolifin production facilities Option 3 : Integrated refinery cum Aromatics complex

b. Product yields and qualities for different severities of operation c. Utility consumptions d. Catalyst and chemicals


e. Capital/operating costs f. Plot space required g. Effluent summary

B. Project process objectives : Option 1 : Integrated refinery with Aromatic complex and Naphtha cracker and polyolifins production facilities. Option 2 : Integrated refinery cum Naphtha Cracker along with ployolifin production facilities Option 3 : Integrated refinery cum Aromatics complex For all the three above project options, focus should aim to achieve the following processing objectives : a. High Distillate Yield b. High Energy Efficiency c. Integration with Petrochemical projects to achieve high return on investment d. Meeting Euro V product specification norms for refinery products e. Meeting petrochemical products specification as per ASTM norms f. Minimisation of operation expenses g. Highest GRMs h. Capability to process 100% Heavy and High Sulphur crude and opportunity

crudes (The study will be limited to maximum three crudes). i. Meeting environmental norms as per Statutory requirements j. Meeting safety standards and regulations as per OISD norms k. Gas utilization to be considered as fuel for power plant, boiler house, refinery

furnaces & Hydrogen generation. l. Alternatively, Naphtha/Petcoke to be considered as a fuel for power plant and

Naphtha for hydrogen generation plant. Fuel oil and LSHS also to be considered for refinery furnaces and boiler house.

C. Conceptual Design - Offsites& Utilities (O&U)

Vendor will prepare conceptual designs for offsites and utility systems. The initial O&U scope will include : 1. Preparation of utility consumption estimates for the project 2. Preparation of process descriptions for all O&U systems 3. Preliminary equipment sizing/duty specs for major equipment, such as

tankage, boilers etc.,

D. Development of Crude/product/water storage facilities and Desalination Plant 1. Crude/Product/water storage facilities to be developed as per the norms. Part

of product storage tankages to be set up close to the port. 2. Size of Desalination plant to be developed basis requirement of fresh water for

operating the plants.

E. Scenario 1 : Plants located in SEZ - At least 70% of the Refinery cum petrochemical products is to be exported since the project is located in SEZ area. The balance 30% of the products would be supplied in the domestic market.


Scenario 2 : Plants located in DTA - At least 30% of the Refinery cum petrochemical products is to be exported and 70% of the products would be supplied in the domestic market.

F. Development of Captive Power Plant Following assumptions are to be considered for setting up the Captive Power Plant

1. Power Plant capacity to operate the proposed project 2. Fuel for Power Plant : Natural Gas/Naphtha/Refinery Residue 3. Power plant configuration should aim at achieving highest overall plant

efficiency 4. Steam generation from the power plant to be considered for operation of

refinery cum petrochemical project. 5. Alternatively option of Pet Coke fuel based Boiler to be considered for

generating steam so as to utilize it for power generation

G. The scope of the study for cost estimate to cover the following : a. Cost estimate to be worked out for the following three options :

Option 1 : Integrated refinery with Aromatic complex and Naphtha cracker and polyolifins production facilities. Option 2 : Integrated refinery cum Naphtha Cracker along with ployolifin production facilities Option 3 : Integrated refinery cum Aromatics complex

b. Associated facilities : Offsite and all other utilities i. Steam and power generation systems ii. Fresh Cooling water system iii. Demineralization system iv. Boiling feed water system v. Condensate system vi. Fire water system vii. Air system viii. Nitrogen system ix. Flare systems x. Effluent / Waste water treatment xi. Raw water system xii. Fuel gas/Fuel oil systems

c. Crude / Product / Water storage d. Buildings (Admin/Laboratory/Ware house etc.,) e. Infrastructure f. Facility for dispatch of product /sourcing of high pour crude through

Gangavaram Port (Nearest port to project site) g. Site / Port corridor along with product pipelines h. Single Point Mooring (SPM) facility for crude receipt thru VLCC/Super Max

tankers. Bathymetric Survey to be carried out to identify suitable location for setting up new SPM.

i. Connectivity for rail and road network j. Captive Power Plant (gas/internal fuel based) k. Desalination plant


H. Development of plot plan for setting up onsite/offsite unit and associated

facilities 1) Site for onsite units for the three following options :

Option 1 : Integrated refinery with Aromatic complex and Naphtha cracker and polyolifins production facilities.

Option 2 : Integrated refinery cum Naphtha Cracker along with ployolifin production facilities

Option 3 : Integrated refinery cum Aromatics complex

2) Site for offsite units (including effluent treatment plant) 3) Site for utilities (including boilers, nitrogen and air plant) 4) Site for sourcing crude/dispatch of products and associated facilities 5) Site for dispatch of products and corridor pipelines upto Gangavaram port

/Jetty facilities 6) Site for desalination plant and power plant 7) Site for administration building, laboratory, warehouse, etc.

I. Project Cost

Basis this study, develop +/- 20% cost estimate for setting up proposed project : a) For the following three options:

Option 1 : Integrated refinery with Aromatic complex and Naphtha cracker and polyolifins production facilities. Option 2 : Integrated refinery cum Naphtha Cracker along with ployolifin production facilities Option 3 : Integrated refinery cum Aromatics complex

b) Associated facilities as mentioned in item 'b' in (G) c) Crude / Product /Water storage d) Buildings (Admin/Laborartory/Ware house etc.,) e) Infrastructure f) Facility for dispatch of product /sourcing of high pour crude through

Gangavaram Port g) Site / Port corridor along with product pipe line facilities h) Single Point Mooring (SPM) facility for crude receipt thru VLCC/Super Max

tankers i) Connectivity for rail and road network j) Captive Power Plant (gas/internal fuel based) k) Desalination plant

The estimate is to be based on typical project scope of engineering, design, process licensor interfacing, material procurement, construction management and pre-commissioning.

J. Operating Cost The study should cover the both fixed cost and variable cost for operating refinery cum petrochemical projects considering 100% utilization of process units for following three options ;


a) Option 1 : Integrated refinery with Aromatic complex and Naphtha cracker and polyolifins production facilities.

b) Option 2 : Integrated refinery cum Naphtha Cracker along with ployolifin production facilities

c) Option 3 : Integrated refinery cum Aromatics complex

K. The base cost developed for the process units and offsites/utilities should be split into following cost categories : 1) Direct materials cost to include equipment, piping, electrical, instrumentation,

catalyst and chemicals, shipping, third party inspection and spares 2) Construction cost to include labour associated with equipment placement,

installation of bulk material of piping, electrical and instrumentation. It should also include construction of work elements, normally procured on a design and engineering basis or full sub-contract basis such as tankages, civil, steel works, buildings and protective cover. Indirect cost associated with these elements are also included such as construction management, temporary facilities, heavy lift and various other sundry support activities

L. Contingency Contingency level to be evaluated based upon an appraisal of the data used for the estimate and the risk associated with this type of project. It will include for unforeseeable and therefore non-discrete errors, omissions, inaccuracies and other predictable eventualities associated with the defined scope at the time of estimating.

M. Economic Analysis

Basis the cost estimate the expenditure profile is to be worked out to proceed with implementation of the project. The study should also include project financing and profitability of the project along with sensitivity analysis. This financial analysis is to be carried out for the following three options :

a) Option 1 : Integrated refinery with Aromatic complex and Naphtha cracker and polyolefin production facilities.

b) Option 2 : Integrated refinery cum Naphtha Cracker along with polyolefin production facilities

c) Option 3 : Integrated refinery cum Aromatics complex The aforesaid economic analysis is to be conducted out for two different scenarios :

a) Scenario 1 ; Plants located within SEZ b) Scenario 2 : Plants located in DTA

Required inputs would be provided by HPCL for calculating the IRR for both SEZ and DTA options


N. Time Period The detailed feasibility study report should be submitted to HPCL within SEVEN months from the date of issue of Letter of Acceptance (LOA).

O. Inputs by HPCL HPCL will provide the following inputs to proceed with preparation of DFR.

1) Required data and site details to facilitate conducting detailed feasibility

study 2) Drawings of the site of the proposed project 3) Data pertaining to configuration study already conducted 4) Applicable Environmental Norms specific to the site as provided by APIIC 5) Any other item required for DFR to be included by Consultant.

P. Support from vendor 1) Facilitate in getting MOEF & CCOE clearances 2) Replying any other queries from various government bodies

Q. Site selection Provide assistance for selection of following sites :

1) Site for putting up onsite units 2) Site for putting up offsite facilities 3) Site for SPM facilities for sourcing crude 4) Site for setting up crude &product storage facility as well as corridor piping

to Jetty/SPM 5) Site for administration building, laboratory and warehouse

R. Evacuation and despatch of product Connecting site for despatch of product thru rail and road network. The facilities would cover :

1) The rail network to transfer products to port storage/domestic market 2) The road network for transfer of products to domestic market

S. Project Implementation Schedule / Methodology 1) Developing an overall schedule for the project implementation. This should

include the next stages of preparing basis of design, FEED, detailed engineering, procurement, construction and project commissioning. The schedule should have a high level overview indicating expected duration in months throughout the project completion stage.

2) Consultant to list out different project implementation methodology along with its pros & cons and recommend the best project implementation methodology.


T. Deliverables

1) Vendor should provide three copies of draft report for review and comments. 2) Vendor should provide four copies of final report after incorporation of HPCL's

comments 3) Vendor should also provide soft copy of the configuration study (PIMPS Model)

U. Cost for conducting the Detailed Feasibility Study 1) Vendor to quote on lump sum basis the cost for conducting the Detailed

Feasibility Study (DFS) and providing support as indicated in the scope of the study.

2) Lump sum quotation would be inclusive of expenditure on travel and accommodation

V. Terms of Payment This being a lump sum assignment (as per clause U above), the payment milestones would be as indicated below:

1) 10% on kick off meeting 2) 20% on presentation of integrated refinery cum aromatics cum olefin

complex configuration to client 3) 40% on submission of draft Detailed Feasibility Report 4) 30% on submission of Final Report

Payments will be made against Running Accounts bills certified by the Owner's Engineer-in-Charge within 15 days from the date of receipt of the bill. Payment of final bill shall be made within 30 days from the date of receipt of the certified bill by the Disbursement Section of the owner. Wherever possible, payment shall be tendered to the consultant in electronic mode (e-payment) through any of the designated banks. Owner reserves the right to make payment in any alternate mode also. P a y m e n t t o f o r e i g n c o n s u l t a n t s w i l l b e m a d e b y w a y o f W i r e T r a n s f e r . C o n s u l t a n t i s r e q u i r e d t o p r o v i d e a l l t h e n e c e s s a r y d e t a i l s o f t h e b a n k .


S E C TI O N - 3

I N S TR U C TI O NS TO B I D DE RS

1. The bidder shall be selected through single stage two bid system (Part-I i.e. Unpriced bid (Techno-commercial bid) and Part-II i.e. Priced bid) based on lowest bid from bidders.

2. Bidders are required to furnish all information and documents as called for in this document in English language. Any printed literature furnished by the Bidder may be in another language, provided that this literature is accompanied by an authentic English translation, in which case, for the purpose of interpretation of the document, the English version will govern.

3. The Bids completed in all respects, shall be delivered to the person named at the following address on or before the bid submission due date / time.

GM-Purchase, Central Engineering Hindustan Petroleum Corporation Limited, 6th Floor, Petroleum House, 17, Jamshedji Tata Road, Near Churchgate, Mumbai – 400 020 Ph: 022-22863633/3615 All questions and requests for interpretation or clarifications (Commercial) related to this ITB shall be addressed to the addressee as mentioned in para no. 3 above. Any technical clarifications can be sought from the address given below: Mr.M.Kesava Rao, Chief Manager-PCPIR Project, HPCL Ph: 0891 2575421 /022-22863420

4. All additions, alterations and over-writings in the bid or accompanying documents must be clearly initialled by the authorised signatory to the bid.

5. All documents shall be submitted in 1 (one) original in the following manner:

a. Bid shall be submitted in two parts viz. Part I (Unpriced bid) & Part II (Priced bid) in separate double sealed envelopes.

b. The Unpriced bid including prequalification documents, Technical & Commercial bid shall be enclosed in a separate sealed cover and marked as ‘UNPRICED BID’ on top of the envelope and Tender No.

The Unpriced bid shall also contain one duly signed and stamped copy of the Price Schedule with prices blanked off without fail, i.e., Priced Bid without Price as a token of acceptance of the same.


c. The priced bid shall be enclosed in a separate sealed envelope marked as “PRICE BID” and Tender No. The Priced Bid shall contain only Price Schedule duly filled in, signed and stamped.

d. Bids shall be accompanied with Earnest Money Deposit (EMD):

Rs.30 lakhs for Indian Bidders & USD 62,650 for foreign Bidders

EMD can be submitted either by way of pay order /DD or Non-revocable Bank Guarantee on Any Scheduled banks (other than co-operative banks) in favour of “ Hindustan Petroleum Corporation Limited” payable at “Mumbai” valid for a period of 6 (six) months from the bid submission due date / extended due date.

The following categories of tenderers are exempted from EMD: - Public Sector Enterprises - Vendors registered with National Small Scale Industries Corporation (NSIC) For this purpose, in the event of the tendering company being a Public Sector Enterprise, a declaration to that effect and in the case of Vendors registered with NSIC, a copy of the registration certificate should be obtained.

The bank draft/ original bank guarantee towards EMD shall be enclosed in a separate sealed envelope marked as “EMD” and Tender No.

e. All the above three envelopes containing Unpriced bid, priced bid & EMD shall be put inside one single envelope, sealed and clearly superscribed on the envelop

6. Any bid, not accompanied with requisite tender fee & EMD shall be summarily rejected. EMD shall be non-interest bearing deposit.

7. In case price bid is received in open condition and/or contained/mentioned anywhere else the offer shall be rejected.

8. In case EMD is kept along with Price bid, the offer shall be rejected.

9. HPCL may at its sole discretion, extend the bid submission due date / time.

10. If scheduled date of submission of bid happens to be a holiday, the bids shall be submitted on the next working day before 1500 Hrs.

11. The bids received after the bid submission due date / time shall not be accepted. HPCL takes no responsibility for delay, loss or non-receipt of bids sent by post/courier/or other means reasons whatsoever.

12. The bids submitted by due date and time at the above address shall be opened on the same day at the same office at 1530 hrs. Authorized Representatives of Bidders may attend the opening.

13. The bid document shall be properly checked before submission to ensure that all information/documents required for qualification are included.

14. Transfer of bid document issued to one prospective Bidder to another is not permissible.


15. Intending Bidders are required to carefully go through the instructions included in the bid document and furnish complete information, necessary documents and schedules.

16. The Bidder for the purpose of bidding will be deemed to have independently obtained all the necessary information for the purpose of preparing his bid.

17. It should be clearly noted that under no circumstances any time extension or any financial or any other kind of adjustment would be permitted for want of non-familiarity of work or work site.

18. All costs towards site visit(s), conference(s), preparation and submission of bids shall be borne by the Bidders themselves.

19. Bidders are informed that HPCL is neither under any obligation to select any Bidder, nor to give any reason for either qualifying or disqualifying any Bidder. HPCL is also not under any obligation to proceed with the complete project or any part thereof.

20. At any time prior to opening of bids, HPCL either on own initiative or in response to clarifications requested by a prospective Bidder, modify the bid document by issuing an amendment by courier/fax / e-mail, etc, to all Bidders.

21. The bids as submitted shall invariably indicate the proposal is firm and that proposals shall remain valid and open for a period of not less than six months from the due date of opening.

22. Further, after award of Contract, the prices shall remain firm during execution of the contract.

23. After opening of proposal and till final selection of successful Bidder(s), no correspondence of any type will be entertained, unless called for by HPCL. Any type of uncalled for clarifications on prices and or rebates shall not be accepted.

24. Bidders are advised to submit offers strictly based on the terms and conditions and specifications contained in the bid documents and not to stipulate any deviation. Deviations must not be of the nature to make the bid non-responsive as expressly provided in the relevant clauses of the bid. For other terms and conditions and for absolutely unavoidable reasons, the Bidder may indicate deviations only in the format provided for the purpose. Deviations mentioned anywhere else would simply be ignored without any consequences.

25. HPCL reserves the right to reject any proposal without assigning reasons thereof including following:

At any time, a material misrepresentation is made or uncovered.

Or

The Bidder does not respond promptly and exhaustively to requests for supplemental information required for the evaluation of the proposal within the time allowed.

26. The Bidder must quote the prices strictly in the manner as indicated in the document, failing which bid is liable to rejection. The rate/cost shall be entered in words as well as in figures. These must not contain any additions, alterations, over-writings, cuttings or corrections and any other markings, which leave any room for doubt. In case of


difference in figures and words, the amount written in words shall prevail and shall be considered for evaluation. The bidders are requested not to mention any conditions in Price Bid (Part II) and the conditional price bid shall be liable for rejection.

27. A single authorised representative of the Bidder should sign and affix seal on each page of the bid document. Proof for authorization for signing the document to be furnished by the Bidder.

28. Bidder shall treat ITB documents and contents therein as private and confidential. If at any time during bid preparation, Bidder decides to decline the invitation to bid, all documents must be immediately returned to HPCL.

29. Although details presented in this ITB have been compiled with all reasonable care, it is Bidders’ responsibility to satisfy them that the information/documents are adequate and that there are no conflicts between various documents/stipulations. No dispute or claims will be entertained on this account.

30. Bid proposal preparation is the responsibility of the Bidder and no relief or consideration can be given for errors and omissions.

31. Purchase Preference or any other benefits available to any entities/sectors as per directives of Government of India from time to time, shall be considered.

32. The bid shall remain valid and open for acceptance by owner for a period of 120 days from the closing date of bid submission/extended bid submission date, if any.

33. Bidders to declare that they have not been banned by any Government or quasi government agency. If yes, details to be given.

34. Bidder to note that Grievance Redressal Mechanism is available for all such bidders participating in the tender. The details of the Grievance Redressal Mechanism are available on HPCL website – www.hindustanpetroleum.com .

35.The consultants, who meet the pre-qualifying criteria as mentioned above shall provide requisite supporting documents highlighting experience along with Unpriced Bid.

a)Requisite data highlighting experience along with supporting documents. b)Details of financial and technical criteria as mentioned in PQC

36.Bidder should confirm that they do not have a conflict of interest in providing services for this Scope of Work to HPCL.

37.The consultants who are meeting the qualifying criteria should furnish both technical and commercial bid separately for conducting Detailed Feasibility study for the proposed project basis scope of study .


S E C TI O N - 4

P R E- Q U AL I F I C ATI O N C RI TE R I A ( PQ C)

The interested Consultants should have following pre-qualification criteria to conduct the Detailed Feasibility Study for the project: 1. Financial criteria : The consultant’s average annual financial turnover during the last three years ending March 31, 2011 should be at least Rs. 6.0 crores (US$ 1.30million).

2. Technical criteria : The consultant should have experience of having successfully conducted Detailed Feasibility Study of refinery as well as petrochemical projects during the last seven years (till August 2011), which experience should comply any one of the following clause :

a) Three detailed feasibility study of refinery cum petrochemical project each costing not less than Rs. 8.0 crores (US $ 1.74 million) b) Two detailed feasibility study of refinery cum petrochemical project each costing not less than Rs. 10.0 crores (US $ 2.17 million) c) One detailed feasibility study of refinery cum petrochemical project costing not less than Rs. 16 crores (US $ 3.48 million)

The consultant should have carried out detailed feasibility studies as well as configuration study for at least one Refinery as well as petrochemical project.

The consultants should have in-house expertise to conduct configuration study using Linear Programming mathematical technique so as to maximize the return on assets.

Both the above criteria to be met for qualification of Consultants.

3. Parties who are affiliates of one another can decide which Affiliate will make a bid. Only one affiliate may submit a bid. Two or more affiliates are not permitted to make separate bids directly or indirectly. If 2 or more affiliates submit a bid, then any one or all of them are liable for disqualification. However upto 3 affiliates may make a joint bid as a consortium, and in which case the conditions applicable to a consortium shall apply to them.

"Affiliate" of a Party shall mean any company or legal entity which:

(a) controls either directly or indirectly a Party, or (b) which is controlled directly or indirectly by a Party; or (c) is directly or indirectly controlled by a company, legal entity or partnership which directly or indirectly controls a Party. "Control" means actual control or ownership of at least a 50% voting or other controlling interest that gives the power to direct, or cause the direction of, the management and material business


decisions of the controlled entity.

4. Bids may be submitted by:

a) a single person/ entity (called sole bidder); b) a newly formed incorporated joint venture (JV) which has not completed 3

financial years from the date of commencement of business; c) a consortium (including an unincorporated JV) having a maximum of 3 three)

members; d) an Indian arm of a foreign company.

5. Fulfilment of Eligibility criteria and certain additional conditions in respect of each of the above 4 types of bidders is stated below, respectively:

a) The sole bidder (including an incorporated JV which has completed 3 financial years after date of commencement of business) shall fulfil each eligibility criteria.

b) In case the bidder is a newly formed and incorporated joint venture and which

has not completed three financial years from the date of commencement of business, then either the said JV shall fulfil each eligibility criteria or any one constituent member/ promoter of such a JV shall fulfil each eligibility criteria. If the bid is received with the proposal that one constituent member/ promoter fulfils each eligibility criteria, then this member/promoter shall be clearly identified and he/it shall assume all obligations under the contract and provide such comfort letter/guarantees as may be required by Owner. The guarantees shall cover inter alia the commitment of the member/ promoter to complete the entire work in all respects and in a timely fashion, being bound by all the obligations under the contract, an undertaking to provide all necessary technical and financial support to the JV to ensure completion of the contract when awarded, an undertaking not to withdraw from the JV till completion of the work, etc.

c) In case the bidder(s) is/are a consortium (including an unincorporated JV), then

the following conditions shall apply:

1) Each member in a consortium may only be a legal entity and not an individual

person; 2) the Bid shall specifically identify and describe each member of the

consortium; 3) the consortium member descriptions shall indicate what type of legal entity

the member is and its jurisdiction of incorporation (or of establishment as a legal entity other than as a corporation) and provide evidence by a copy of the articles of incorporation (or equivalent documents);

4) One participant member of the consortium shall be identified as the "Prime member" and contracting entity for the consortium;

5) this prime member shall be solely responsible for all aspects of the Bid/Proposal including the execution of all tasks and performance of all consortium obligations;

6) the prime member shall fulfil each eligibility criteria; 7) a commitment shall be given from each of the consortium members in the

form of a letter signed by a duly authorized officer clearly identifying the role of the member in the Bid and the member's commitment to perform all relevant tasks and obligations in support of the Prime/lead member of the Consortium and a commitment not to withdraw from the consortium;

8) No change shall be permitted in the number, nature or share holding pattern of the Consortium members after pre-qualification, without the prior written permission of the Owner.

9) No change in project plans, timetables or pricing will be permitted as a consequence of any withdrawal or failure to perform by a consortium member;

10) No consortium member shall hold less than 25% stake in a consortium;


11) Entities which are affiliates of one another are allowed to bid either as a sole bidder or as a consortium only;

12) Any person or entity can bid either singly or as a member of only one consortium.

d) In case the bidder is an Indian arm (subsidiary, authorized agent, branch office or

affiliate) of a foreign bidder, then the foreign bidder shall have to fulfil each eligibility criteria. If such foreign company desires that the contract be entered into with the Indian arm, then a proper back to back continuing (parent company) guarantee shall be provided by the foreign company clearly stating that in case of any failure of any supply or performance of the equipment, machinery, material or plant or completion of the work in all respects and as per the warranties/ guarantees that may have been given, then the foreign company shall assume all obligations under the contract. Towards this purpose, it shall provide such comfort letter/guarantees as may be required by Owner. The guarantees shall cover inter alia the commitment of the foreign company to complete the entire work in all respects and in a timely fashion, being bound by all the obligations under the contract, an undertaking to provide all necessary technical and financial support to the Indian arm or to render the same themselves so as to ensure completion of the contract when awarded, an undertaking not to withdraw from the contract till completion of the work, etc.


S E C TI O N - 5

P R I C E D B I D FO R M AT

Notes to Consultant while quoting:

(1) The tender should be quoted in English, both in figures as well as in words. The rates and amounts tendered by the Tenderer in the Schedule of rates for each item and in such a way that insertion is not possible. The total tendered amount should also be indicated both in figures and words with the signature of tenderer.

(2) Vendor to quote on lump sum basis the cost for conducting the Detailed Feasiblity

Study (DFS) and providing support as indicated in the scope of the study.

(3) For Indian Bidders, Lump sum price shall be inclusive of expenditure on travel and accommodation and all applicable taxes and duties except Service tax, which if applicable, shall be paid extra by HPCL .

(4) For Foreign Bidders, Lump sum price shall be inclusive of expenditure on travel

and accommodation and applicable withholding tax. Other Indian taxes will be paid extra by HPCL, as applicable.

S.No. Item description

Units Lumpsum Price (Rs/USD)

Figures Words

1 Services for conducting Detailed Feasibility Study for proposed Green Field Refinery cum Petrochemicals Project, Visakhapatnam

Lumpsum

% of Service tax, if applicable Percent


S E C TI O N -6

C H E C K L I S T FO R S U B MI S I S O N O F O F F E R

(Information to be submitted along with bid)

Bidders are requested to duly fill-in the following checklist by providing necessary information/documentary proof and submit along with bid; (please tick Yes/No as applicable):

� Completed Pre-Qualification details as per Section-4, with details & documentary proof. Submitted � Bankers credit worthiness certificate showing cash credit and Bank Guarantee limits. Submitted � PAN and Sales Tax registration certificate. Submitted � Details of the office(s) where the Feasibility & Cost Estimate Study/PMC activities will be

carried out.

Submitted � Power of Attorney / Authorization with the seal of the company in favour

person(s) signing the tender. Submitted

Yes/No

Yes/No

Yes/No

Yes/No

Yes/No


� Copies of Audited Annual Report, Balance Sheets and Profit & Loss Account

Statements for last three financial years (i.e. 2010-2011, 2009-2010 & 2008-2009), showing Annual Turnover and Financial Status of the Applicant, duly certified by a Chartered Accountant.

Submitted � Latest and valid Solvency Certificate from Bankers. Submitted � Valid and latest Income Tax Certificate (ITC) Submitted � Certificate showing that applicant is not under liquidation, court receivership

or similar proceeding Submitted � Information regarding any current litigation in which the Applicant is involved. Submitted � A complete set of ITB document marked “ORIGINAL” is required to be signed

and stamped on each page. Submitted � Addenda (if any) to ITB is required to be signed and stamped on each page Submitted � Acceptance/Deviation sheet in Consultants’ letter head Submitted

Yes/No

Yes/No

Yes/No

Yes/No

Yes/No

Yes/No

Yes/No

Yes/No


SECTION-7

ENCLOSURES TO TENDER DOCUMENT

1) Annexure-I: GENERAL TERMS & CONDITIONS OF CONTRACT (GTC)-7 pages: To be signed & stamped on all pages by Consultant. 2) Annexure-II – AGREEMENT (Under Integrity Pact) – 1 page: To be filled, signed & stamped by Consultant. 3) Annexure-III – Integrity Pact – 6 Pages: To be filled, signed & stamped by Consultant. 4) Annexure-IV: Grievance Redressal Mechanism- 4 Pages: To be signed & stamped on all pages by Consultant 5) Annexure-V : AGREED COMMERCIAL TERMS AND CONDITIONS(ACTC) –1 page :To be filled, signed & stamped by Consultant.

Consultant shall submit all the above Annexures duly filled in wherever required,

signed and stamped along with Unpriced Bid.

GTC Page 1 of 7

Annexure-I

GENERAL TERMS AND CONDITIONS OF CONTRACT (GTC)

1. Security Deposit/Composite Performance Bank Guarantee

The tenderer with whom the contract is decided to be entered into and intimation is so given will have to make a security deposit of one percent (1%) of the total contract value in the form of account payee crossed demand draft drawn in favour of the Owner, within 15 days from the date of issue of Letter of Acceptance (LOA) 1% of PO/Contract value as Security deposit will be acceptable in the form of Demand draft upto Rs. 50,000/- and in the form of Demand draft / Bank guarantee beyond Rs. 50,000/-. Composite Performance Bank Guarantee (CPBG) for 10% of PO value towards Performance Bank Guarantee inclusive of Security Deposit shall be accepted (in lieu of deduction of retention money); such CPBG shall be valid up to a period of 3 months beyond the Contractual Delivery/Completion Date (CDD).CPBG shall be submitted within 15 days from the date of issue of Letter of Acceptance (LOA). Security deposit for 1% of PO value need not be submitted if CPBG for 10% of PO value is submitted. Demand Draft should be drawn on Scheduled Banks, other than co-operative bank.

2. Liquidated damages i) In case of any delay in completion of the work beyond the Contractual Delivery date (CDD), the Owner shall be entitled to be paid Liquidated Damages by the Consultant. The liquidated damages shall be initially at the rate of 0.5% (half percent) of the total contract value for every week of the delay subject to a maximum of 5% of the total contract value. The liquidated damages shall be recovered by the Owner out of the amounts payable to the Consultant or from any Bank Guarantees or Deposits furnished by the Consultant or the Retention Money retained from the Bills of the Consultant, either under this contract or any other contract. ii) Once a final decision is taken on the request of the Consultant or otherwise, the LD shall be applicable only on the basic cost of the contract and on each full completed week(s) of delay (and for part of the week, a pro-rata LD amount shall be applicable). iii) This final calculation of LD shall be only on the value of the unexecuted portion/quantity of work as on the CDD. iv) Consultant agrees with the Owner, that the above represents a genuine pre-estimate of the damages which the Owner will suffer on account of delay in the performance of the work by Consultant. The Consultant further agrees that the LD amount is over and above any right which

owner has to risk purchase under Clause 3.4 given below and any right to get the defects in the work rectified at the cost of the consultant.

3. Termination Of Contract

3.1 The owner may terminate the contract at any stage for reasons to be recorded in the letter of termination. 3.2 The Owner inter alia may terminate the Contract for any or all of the following reasons that the consultant

GTC Page 2 of 7

a) has abandoned the Contract. b) has neglected or failed to observe and perform all or any of the terms acts, matters or things under this Contract to be observed and performed by the Consultant. c) has acted in any manner to the detrimental interest, reputation, dignity, name or prestige of the Owner. d) has without authority acted in violation of the terms and conditions of this contract and has committed breach of terms of the contract in best judgement of the owner. e) has been declared insolvent/bankrupt. 3.3 The owner on termination of such contract shall have the right to appropriate the Security Deposit, Retention Money and invoke the Bank Guarantee furnished by the Consultant and to appropriate the same towards the amounts due and payable by the consultant as per the conditions of Contract and return to the consultant excess money, if any, left over. 3.4 In case of Termination of the contract, Owner shall have the right to carry out the unexecuted portion of the work either by themselves or through any other consultant(s) at the risk and cost of the Consultant. In view of paucity of time, Owner shall have the right to place such unexecuted portion of the work on any nominated consultant(s). However, the overall liability of the Consultant shall be restricted to 100 % of the total contract value.

3.5 When the contract is terminated by the Owner for all or any of the reasons mentioned above the Consultant shall not have any right to claim compensation on account of such termination.

4. Retention Money (Not applicable if CPBG for 10% of PO value is submitted ) 10% of the total value of the Running Account and Final Bill will be deducted and retained by the Owner as retention money that may arise during the contract period. This shall be released along with final bill.

5. Extension of Time 1) If the Consultant anticipates that he will not be able to complete the work within the contractual delivery/ completion date (CDD), then the Consultant shall make a request for grant of time extension clearly specifying the reasons for which he seeks extension of time and demonstrating as to how these reasons were beyond the control of the consultant or attributable to the Owner. This request should be made well before the expiry of the Contractual Delivery/ Completion Date (CDD). 2) The concerned General Manager of the Owner shall expeditiously decide upon the request for time extension and decide the levy of liquidated damages within a maximum period of 6 months from the CDD or date of receipt of the request, whichever is later. 3) Grant of any extension of time shall be by means of issuance of a Change Order.

6. Force Majeure

1. Any delay in or failure of the performance of either part hereto shall not constitute default hereunder or give rise to any claims for damage, if any, to the extent such delays or failure of performance is caused by occurrences such as Acts of God or an enemy, expropriation or confiscation of facilities by Government authorities, acts of war, rebellion, sabotage or fires, floods, explosions, riots, or strikes.The Consultant shall keep records of the circumstances referred to above and bring these to the notice of the Engineer-in-Charge/Site-in-Charge in writing immediately on such occurrences. The amount of time, if any, lost on any of these counts shall not be counted for the Contract period. One decision of the Owner arrived at after consultation with the Consultant, shall be final and binding. Such a

GTC Page 3 of 7

determined period of time be extended by the Owner to enable the Consultant to complete the job within such extended period of time.

2. If Consultant is prevented or delayed from the performing any of its obligations under this Agreement by Force Majeure, then Consultant shall notify Owner he circumstances constituting the Force Majeure and the obligations performance of which is thereby delayed or prevented, within seven days of the occurrence of the events.

7. Arbitration

For Indian Bidders 1 All disputes and differences of whatsoever nature, whether existing or which shall at any

time arise between the parties hereto touching or concerning the agreement, meaning, operation or effect thereof or to the rights and liabilities of the parties or arising out of or in relation thereto whether during or after completion of the contract or whether before after determination, foreclosure, termination or breach of the agreement (other than those in respect of which the decision of any person is, by the contract, expressed to be final and binding) shall, after written notice by either party to the agreement to the other of them and to the Appointing Authority hereinafter mentioned, be referred for adjudication to the Sole Arbitrator to be appointed as hereinafter provided.

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

officer/retired officer of Hindustan Petroleum Corporation Limited (referred to as owner or HPCL) or a retired officer of any other Government Company in the Oil Sector of the rank of Ch. Manager & above or any retired officer of the Central Government not below the rank of a Director, to act as the Sole Arbitrator to adjudicate the disputes and differences between the parties. The consultant/vendor shall not be entitled to raise any objection to the appointment of such person as the Sole Arbitrator on the ground that the said person is/was an officer and/or shareholder of the owner, another Govt. Company or the Central Government or that he/she has to deal or had dealt with the matter to which the contract relates or that in the course of his/her duties, he/she has/had expressed views on all or any of the matters in dispute or difference.

3 In the event of the Arbitrator to whom the matter is referred to, does not accept the

appointment, or is unable or unwilling to act or resigns or vacates his office for any reasons whatsoever, the Appointing Authority aforesaid, shall nominate another person as aforesaid, to act as the Sole Arbitrator.

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

arbitration from the stage at which it was left by his predecessor. It is expressly agreed between the parties that no person other than the Appointing Authority or a person nominated by the Appointing Authority as aforesaid, shall act as an Arbitrator. The failure on the part of the Appointing Authority to make an appointment on time shall only give rise to a right to a Consultant to get such an appointment made and not to have any other person appointed as the Sole Arbitrator.

5 The Award of the Sole Arbitrator shall be final and binding on the parties to the Agreement. 6 The work under the Contract shall, however, continue during the Arbitration proceedings

and no payment due or payable to the concerned party shall be withheld (except to the extent disputed) on account of initiation, commencement or pendency of such proceedings.

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

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

GTC Page 4 of 7

8 The fees of the Arbitrator and expenses of arbitration, if any, shall be borne equally by the

parties unless the Sole Arbitrator otherwise directs in his award with reasons. The lumpsum fees of the Arbitrator shall be Rs. 40,000/- per case for transportation contracts and Rs. 60,000/- for engineering contracts and if the sole Arbitrator completes the arbitration including his award within 5 months of accepting his appointment, he shall be paid Rs. 10,000/- additionally as bonus. Reasonable actual expenses for stenographer, etc. will be reimbursed. Fees shall be paid stagewise i.e. 25% on acceptance, 25% on completion of pleadings/documentation, 25% on completion of arguments and balance on receipt of award by the parties

9 Subject to the aforesaid, the provisions of the Arbitration and Conciliation Act, 1996 or any

statutory modification or re-enactment thereof and the rules made there under, shall apply to the Arbitration proceedings under this Clause.

10 The Contract shall be governed by and constructed according to the laws in force in India.

The parties hereby submit to the exclusive jurisdiction of the Courts situated at Mumbai for all purposes. The Arbitration shall be held at Mumbai and conducted in English language.

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

Limited.

For Foreign Bidders

1. Disputes or difference arising out of or in relation to this agreement shall be settled by Arbitration in India. The arbitration shall be by a Sole Arbitrator appointed by HPCL. The Sole Arbitrator will adjudicate the disputes and differences between the parties except those in respect of which the decision of any person is by the agreement expressed to be final and binding. 2. In the event of the Sole Arbitrator to whom the matter is originally referred to, is unable to act or he/she vacates the office, HPCL, shall nominate another Sole Arbitrator to settle the said disputes and differences. 3. The second Sole Arbitrator shall be entitled to proceed with the arbitration from the stage at which it was left by his/her predecessor. 4. The award of the arbitrator shall be final, conclusive and binding on all the parties to the agreement subject to the provisions of the # Arbitration & Conciliation Act, 1996, as in force in India and the rules made thereunder and for the time being in force. This agreement shall be covered by the laws of India. 5. The award shall be made in writing and shall be published by the Sole Arbitrator within six months after entering upon reference or within such further time mutually extended by the parties. The Sole Arbitrator shall have power to order and direct the parties to abide by, observe and perform such directions as the Sole Arbitrator may think fit and proper to issue having regard to the fact that the arbitration proceedings have to be completed within the specified period solely on the principles of Natural Justice. 6. The Sole Arbitrator shall be at liberty to appoint, if so necessary, any Accountant or Engineer or other person to assist him/her and act by the opinion so taken. 7. The Sole Arbitrator shall have powers to make one or more awards whether interim or otherwise in respect of the disputes and differences, and in particular, shall make separate awards in respect of each claim or cross claim of the parties.

GTC Page 5 of 7

8. The Sole Arbitrator shall be entitled to direct any of the parties to pay the cost of arbitration in such a manner and to such an extent as the Sole Arbitrator may in his discretion determine and shall also be entitled to require one or both the parties to deposit funds in such proportions to meet the arbitration expenses. The parties to arbitration, whenever called upon to do so, shall be bound to comply with such directions without any demur. 9. Notwithstanding anything contained to any other law, the parties hereby agree that the courts in the city of Mumbai alone shall have jurisdiction in respect of all or anything arising under this agreement and any award(s) made by the Sole Arbitrator hereunder shall be filed in the court in the city of Mumbai only.

8. Submission of Tender

8.1 The Tenderer shall be deemed to have satisfied fully before tendering as to the correctness and sufficiency of his tender for the works and of the rates and prices quoted in the schedule of quantities which rates and prices shall except as otherwise provided cover all his obligations under the contract.

8.2 Unless specifically provided for in the tender documents or any Special Conditions, no escalation in the Tender rates or prices quoted will be permitted throughout the period of contract or the period of actual completion of the job whichever is later on account of any variation in prices. Claims on account of escalation shall not be arbitrable. 8.3 Owner reserves their right to award the contract to any tenderer and their decision in this regard shall be final. They also reserve their right to reject any or all tenders received. No disputes could be raised by any tenderer(s) whose tender has been rejected. 8.4 In consideration for having a chance to be considered for entering into a contract with the

Owner, the Tenderer agrees that the Tender submitted by him shall remain valid for the period

( i.e. 120 days ) prescribed in the tender conditions, from the date of opening of the tender. The Tenderer shall not be entitled during the said validity period, to revoke or cancel the tender without the consent in writing from the Owner. 8.5 In case the tenderer revokes or cancels the tender or varies any of terms of the tender without the Consent of the Owner, in writing, the Tenderer forfeits the right to the refund of the Earnest Money paid along with the tender. 8.6 The prices quoted by the Tenderer shall be firm during the validity period of the bid and Tenderer agrees to keep the bid alive and valid during the said period. The Tenderers shall particularly take note of this factor before submitting their tender(s). 8.7 The Consultant shall not carry on any work other than the work under this Contract within the Owner’s premises without prior permission in writing from the Engineer-in-Charge/Site-in-charge. 8.8 At any time after acceptance of tender, the Owner reserves the right to add, amend or reduce the scope of work in the overall interest of the work by prior discussion and intimation to the Consultant. The decision of Owner, with reasons recorded therefor, shall be final and binding on both the Owner and the Consultant. The Consultant shall not have right to claim compensation or damage etc. in that regard. The Owner reserves the right to split the work under this contract between two or more consultants without assigning any reasons. 8.9 Consultant shall not be entitled to sublet, sub contract or assign, the work under this Contract without the prior consent of the Owner obtained in writing.

GTC Page 6 of 7

8.10 All signatures in tender document shall be dated as well as all the pages of all sections of the tender documents shall be initialled at the lower position and signed, wherever required in the tender papers by the Tenderer or by a person holding Power of Attorney authorising him to sign on behalf of the tenderer before submission of tender. 8.11 All corrections and alterations in the entries of tender paper will be signed in full by the tenderer with date. No erasures or over writings are permissible. 8.12 Transfer of tender document by one intending tenderer to the another one is not permissible. The tenderer on whose name the tender has been sent only can quote. 8.13 The Tender submitted by a tenderer if found to be incomplete in any or all manner is liable to be rejected. The decision of the Owner in this regard is final and binding. In case of any error/discrepancy in the amount written in words and figures, the lower amount between the two shall prevail.

9. Commencement of Work The consultant shall after paying the requisite security deposit, commence work within 15 days from the date of receipt of the intimation of Acceptance from the Owner informing that the contract is being awarded. The date of intimation shall be the date/day for counting the starting day/date and the ending day/date will be accordingly calculated. Penalty, if any, for the delay in execution shall be calculated accordingly. A Letter of Acceptance is an acceptance of offer by the Owner and it need not be accepted by the consultant. But the consultant should acknowledge a receipt of the purchase order within 15 days of mailing of Purchase Order and any delay in acknowledging the receipt will be a breach of contract and compensation for the loss caused by such breach will be recovered by the Owner

by forfeiting earnest money deposit/bid bond.

10. Statutory Levies 10.1 The Consultant accepts full and exclusive liability for the payment of Service tax, if applicable for the subject work. 10.2 Variations of taxes and duties arising out of the amendments to the Central / State enactments, in respect of services covered under this bid shall be to HPCL’s account, so long as : i)They relate to the period after the opening of the price bid, but before the contracted completion period ( excluding permitted extensions due to delay on account of the consultants, if any) or the actual completion period, whichever is earlier; and ii)The vendor furnishes documentary evidence of incurrence of such variations, in addition to the invoices/documents for claiming Cenvat /Input Tax credit,wherever applicable.

11. Integrity Pact All tenders and contracts shall comply with the requirements of the Integrity Pact (IP) if the value of such tenders or contracts exceed Rs. 1 crore. Failure to sign the Integrity Pact shall lead to outright rejection of bid.

GTC Page 7 of 7

Please refer : Annexure-II & Annexure-III for IP format

1. Agreement to be handed over pre-signed by HPCL representative at the time of sale of tender

documents to the vendors as per Annexure -II.

2. Integrity Pact (IP) form (Annexure -III) to be received from the bidder duly signed along with

the technical bid. This document should also be pre-signed by authorized representative

before handing over to bidder.

3. The Integrity Pact duly signed by the authorized official of HPCL and the Consultant, will form part of this contract / supply order. Proforma of Integrity Pact (which is issued along with the

bidding document - Annexure- III) shall be returned by the bidder along with technical bid, duly signed by the same signatory who signs the bid i.e. who is duly authorized to sign the bid. All the pages of the Integrity Pact shall be duly signed by the same signatory. Bidder’s failure to return the Integrity Pact along with the bid, duly signed, shall lead to outright rejection of such bid. If the Bidder has been disqualified from the tender process prior to the award of contract according to the provisions under Integrity Pact, HPCL shall be entitled to demand and recover from bidder Liquidated damages amount by forfeiting the EMD/Bid security (Bid Bond) as per provisions of Integrity Pact. If the contract has been terminated according to provisions of the Integrity Pact, or if HPCL is entitled to terminate the contract according to provisions of Integrity Pact, HPCL shall be entitled to demand and recover from the Consultant liquidated damages amount by forfeiting the Performance Bank Guarantee / Security Deposit as per Integrity Pact.

12. Grievance Redressal Mechanism: Grievances of parties participating or intend to participate in the tender shall be addressed in writing to the officer designate of the Grievance Redressal Cell where the tenders have to be submitted within the stipulated period. Detailed mechanism of Grievance Redressal is available on the HPCL website.

Please refer Annexure-IV for Grievance Redressal Mechanism

______________________________________________________________________________ Annexure 16 (AGREEMENT) Systems & Procedures Purchase Manual VI.75 HPCL, Mumbai ® REVISION : PUR-019/07.08.2007

AGREEMENT

(Under Integrity Pact)

No. Dated

To, HINDUSTAN PETROLEUM CORPORATION LIMITED Sub : Purchase of Bidding Documents Ref. Tender no. HPCL and the Bidder agree that the Notice Inviting Tender (NIT) is an offer made on the condition that the bidder will sign the Integrity Pact and the Bid would be kept open in its original form without variation or modification for a period of (state the number of days from the last date for the receipt of tenders stated in the NIT) ………. days and the making of the bid shall be regarded as an unconditional and absolute acceptance of this condition of the NIT. We confirm acceptance and compliance with the Integrity Pact in letter and spirit. We further agree that the contract consisting of the above conditions of NIT as the offer and the submission of Bid as the Acceptance shall be separate and distinct from the contract which will come into existence when bid is finally accepted by HPCL. The consideration for this separate initial contract preceding the main contract is that HPCL is not agreeable to sell the NIT to the Bidder and to consider the bid to be made except on the condition that the bid shall be kept open for ……… days after the last date fixed for the receipt of the bids and the Bidder desires to make a bid on this condition and after entering into this separate initial contract with HPCL. HPCL promises to consider the bid on this condition and the Bidder agrees to keep the bid open for the required period. These reciprocal promises form the consideration for this separate initial contract between the parties. If Bidder fails to honour the above terms and conditions , HPCLshall have unqualified , absolute and unfettered right to encash / forfeit the bid security submitted in this behalf. Yours faithfully, Yours faithfully (BIDDER) (PURCHASER) # (This agreement should be “pre-signed” by the authorised representatives of the applicable Function/SBU on behalf of HPCL at the time of invitation of tender).

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Annexure II

___________________________________________________________________________Annexure 17 (INTEGRITY PACT) Systems & Procedures Purchase Manual VI.76 HPCL, Mumbai ® REVISION : PUR-019/07.08.2007

# To be read with note below.

INTEGRITY PACT Between

Hindustan Petroleum Corporation Limited (HPCL) hereinafter referred to as “The Principal”, and

………………………………………………………. hereinafter referred to as “The Bidder/ Contractor”

Preamble

The Principal intends to award, under laid down organization 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 Bidders/s and Contractor/s.

In order to achieve these goals, the Principal cooperates with the renowned international Non-Governmental Organisation “Transparency International” (TI). Following TI’s national and international experience, the Principal will appoint an external independent Monitor who will monitor the tender process and the execution of the contract for compliance with the principles mentioned above.

Section 1 – Commitments of the Principal

(1) The Principal commits itself to take all measures necessary to prevent corruption and to observe the following principles:

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

- The principal will, during the tender process treat all Bidders with equity and reason. The Principal will in particular, before and during the tender process, provide to all Bidders the same information and will not provide to any Bidder confidential / additional information through which the Bidder could obtain an advantage in relation to the tender process or the contract execution.

- The principal will exclude from the process all known prejudiced persons. ___________________________________________________________________________ # Note: - This agreement should be pre-signed by the authorised representatives of

the Function/SBU as “The Principal” at the time of invitation of tender. This agreement should be executed on plain paper and in all cases where the tender value is R 1 crore & above.

- Grievance Redressal Mechnism: Not withstanding the Integrity Pact Agreement, the provisions of Grievance Redressal Mechanism will be applicable independently to tenders for all values.

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Annexure III


(2) If the Principal obtains information on the conduct of any of its employees which is a criminal offense under the relevant Anti-Corruption Laws of India, or if there be a substantive suspicion in this regard, the Principal will inform its Vigilance Office and in addition can initiate disciplinary actions.

Section 2 – Commitments of the Bidder / Contractor

(1) The Bidder / Contractor commits itself to take all measures necessary to prevent

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

- The Bidder / Contractor will not, directly or through any other person or firm,

offer, promise or give to any of the Principal’s employees involved in the tender process or the execution of the contract or to any third person any material or immaterial benefit which he/she is not legally entitled to, in order to obtain in exchange any advantage of any kind whatsoever during the tender process or during the execution of the contract.

- The Bidder / Contractor will not enter with other Bidders into any undisclosed

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

- The Bidder / Contractor will not commit any offense under the relevant Anti-

corruption Laws of India; further the Bidder / Contractor will not use improperly, for purposes of competition or personal gain, or pass on to others, any information or document provided by the Principal as part of the business relationship, regarding plans, technical proposals and business details, including information contained or transmitted electronically.

- The Bidder / Contractor will, when presenting his bid, disclose any and all

payment he has made, is committed to or intends to make to agents, brokers or any other intermediaries in connection with the award of the contract.

(2) The Bidder / Contractor will not instigate third persons to commit offenses outlined

above or be an accessory to such offenses.

Section 3-Disqualification from tender process and exclusion from future contracts


If the Bidder, before contract award has committed a transgression through a violation of Section 2 or in any other form such as to put his reliability or credibility as Bidder into question, the Principal is entitled to disqualify the Bidder from the tender process or to terminate the contract, if already signed, for such reason.

(1) If the Bidder/Contractor has committed a transgression through a violation of Section

2 such as to put his reliability or credibility into question the Principal is entitled also to exclude the Bidder/Contractor from future contract award processes. The severity will be determined by the circumstances of the case, in particular the number of transgressions, the position of the transgressors within the company hierarchy of the Bidder and the amount of the damage. The exclusion will be imposed for a minimum of 6 months and maximum of 3 years.

(2) A transgression is considered to have occurred if the Principal after due consideration

of the available evidence, concludes that no reasonables doubt is possible. (3) The Bidder accepts and undertakes to respect and uphold the Principal’s absolute right

to resort to and impose such exclusion and further accepts and undertakes not to challenge or question such exclusion on any ground, including the lack of any hearing before the decision to resort to such exclusion is taken. This undertaking is given freely and after obtaining independent legal advice.

(4) If the Bidder / Contractor can prove that he has restored / recouped the damage caused

by him and has installed a suitable corruption prevention system, the Principal may revoke the exclusion prematurely.

Section 4 – Compensation for Damages

(1) If the Principal has disqualified the Bidder from the tender process prior to the award

according to Section 3, the Principal is entitled to demand and recover from the Bidder liquidated damages equivalent to Earnest Money Deposit/Bid Security.

(2) If the Principal has terminated the contract according to Section 3, or if the 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 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 declares that no previous transgression occurred in the last 3 years with any other Company in any country conforming to the TI approach or with any other Public Sector Enterprise in India that could justify his exclusion from the tender process.

(2) If the Bidder makes incorrect statement on this subject, he can be disqualified from

the tender process or the contract, if already awarded, can be terminated for such reason.

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

(1) The Bidder / Contractor undertakes to demand from all subcontractors a commitment

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

(2) The Principal will enter into agreements with identical conditions as this one with all

Bidders, Contractors and Subcontractors. (3) The Principal will disqualify from the tender process all bidders who do not sign this

Pact or violate its provisions.

Section 7 – Criminal charges against violating Bidders/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. Section 8 – External Independent Monitor / Monitors(to be decided by the Chairperson of the Principal) (1) The Principal appoints competent and credible External Independent Monitor for

this Pact. # The Principal has nominated Shri/Smt.

______________________________________ as External Independent Monitor(s) for the purpose of administration of 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 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 Contractors 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 this project documentation. The same is applicable to Subcontractors. The Monitor is under contractual obligation to treat the information and documents of the Bidder / Contractor / Subcontractor 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 recommendation. Beyond this, the Monitor has no right to demand from the parties that they act in a specific manner, refrain from action or tolerate action. However, the Independent External Monitor shall give an opportunity to the bidder / 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 correcting problematic situations.

(7) Monitor shall be entitled to compensation on the same terms as being extended to /

provided to Outside Expert Committee members / Chairman as prevailing with Principal.

(8) If the Monitor has reported to the Chairperson of the Board a substantiated suspicion

of an offense under relevant Anti-Corruption Laws of India, and the Chairperson has not, within reasonable time, taken visible action to proceed against such offense or reported it to the Vigilance Office, the Monitor may also transmit this information directly to the Central Vigilance Commissioner, Government of India.

(9) The word ‘Monitor’ would include both singular and plural.

Section 9 – Pact Duration


This Pact begins when both parties have legally signed it. It expires for the 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 during this time, the same shall be binding and continue to be valid despite the lapse of this pact as specified above, unless it is discharged / determined by Chairperson of the Principal. Section 10 – Other provisions

Section 10 – Other provisions (1) This agreement is subject to Indian Law. Place of performance and jurisdiction is the

Registered Office of the Principal, i.e. Mumbai. The Arbitration clause provided in the main tender document / contract shall not be applicable for any issue / dispute arising under Integrity Pact.

(2) Changes and supplements as well as termination notices need to be made in writing.

Side agreements have not been made. (3) If the Contractor is a partnership or a consortium, this agreement must be signed by

all partners or consortium members. (4) Should one or several provisions of this agreement turn out to be invalid, the

remainder of this agreement remains valid. In this case, the parties will strive to come to an agreement to their original intentions.

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

___________________________________________________________________________________ Chapter VIII (Grievance Redressal Mecha.) VIII:1 Systems & Procedures Purchase Manual HPCL, Mumbai

® REVISION: PUR-040/15-16.06.2009

CHAPTER VIII

GRIEVANCE REDRESSAL MECHANISM

1.0 Background

Hindustan Petroleum Corporation (HPCL) has developed the following mechanism to deal with references / grievances if any that are received from Parties who participated/intends to participate in the Corporation Tenders. The scheme is as under :

2.0 Definitions : Grievance

For the purpose of this scheme, the word 'Grievance' would mean a written and signed representation received from party, who has participated/intends to participate in the tender of the Company, seeking inter-alia a review of the process of finalisation of tender on the grounds that his right as a party to the tender has been affected for the reason to be provided by him which needs to be examined and decided in the interest of equity.

Grievance Redressal Cell (GRC) It is the group that will review the references received from the Parties and decide the matter.

3.0 Authorities to handle grievances

3.1 There will be a process to deal with the grievances received from the tendering parties or the prospective tenderers based on the Tender document issued.

® 3.2 The first level, say Level-I of such process will comprise of a Grievance Redressal Cell (GRC). This Cell will consist of the following:

Sr. No.

BU/Function Head Member Finance Member Purchase (Co-ordinator)

Refineries GRCs 1 Visakh Refinery Head-Refinery Head- Finance Head- Materials 2 Mumbai Refinery Head-Refinery Head- Finance Head- Materials

Marketing GRCs 1 Retail SBU Head-Retail Head- Comml.** Head- Proc.** 2 Direct Sales Head-Direct

Sales Head- Comml. ** Head- Proc.**

3 LPG Head-LPG Head- Comml. ** Head- Proc.** 4 Aviation Head-Aviation Head- Comml.** Head- Proc.** 5 Projects &

Pipelines* Head-P&P Head- Comml.** Head- Proc.**

6 Operaions & Distributions(O&D)

Head-O&D Head- Comml.** Head- Proc.**

Corporate GRCs 1 Corporate Head-IS/HR

(as applicable) Head- Finance (Corp.)

Head- Procurement (DGM-Administration)

2 Central Engineering (CE)

Head-CEC Head- Finance (CE)

Head- Procurement

* includes Marketing Projects. ** concerned SBU

30071060

Text Box

Annexure IV


® REVISION: PUR-040/15-16.06.2009

3.3 The Co-ordinator for each of the Cell is respective Head - Materials/Procurement of - Visakh Refinery, Mumbai Refinery, Marketing SBUs & Corporate.

3.4 All the grievances will be lodged with the Co-ordinator of the Cell. 3.5 This Cell will examine the grievances and decide the matter. 3.6 The second level of Grievance Redressal Mechanism is the Executive Committee - Refineries

for both Mumbai & Visakh Refineries, Executive Committee - Marketing & Executive Committee -Corporate for respective functions. The decision of the Executive Committee is final.

4.0 Grievance Redressal Process LEVEL - I 4.1 If a grievance is received by the Grievance Redressal Cell, the Co-ordinator will first

acknowledge the receipt of the grievance to the aggrieved party within 48 hours from the time of receipt of the grievance (Excluding intervening Holidays).

4.2 The Grievance Redressal Cell (GRC) will forward the Grievance to the Tender Inviting

Authority at the earliest, who will offer his comments/views to the Cell within 2 days of receipt from GRC.

4.3 On receipt of comments from Tender Inviting Authority, the Grievance Redressal Cell will meet

and look into the grievances expressed by the aggrieved party along with the views/comments of the Tender Inviting Authority. The Grievance Redressal Cell can call for relevant records and documents to enable it to firm up its decision on the grievance.

4.4 The Grievance Redressal Cell will decide the matter within 14 days and thereafter

communicate the decision to the aggrieved party. LEVEL - II 4.5 The second level of Grievance Redressal Mechanism is the Executive Committee - Refineries

for both Mumbai & Visakh Refineries and Executive Committee - Marketing & Executive Committee -Corporate for respective functions which would examine and decide on any appeal / representation on the decision of the Grievance Redressal Cell.

® 4.6 Parties aggrieved by the decision of the Grievance Redressal Cell, can appeal / represent to the

Executive Committee within 7 days of receipt of the decision with a copy to GRC Level-I for co-ordination. Appeal received after seven days will not be considered.

® 4.7 The EC will decide the matter in appeal within 14 days and thereafter communicate the

decision to the aggrieved party. The decision of the Executive Committee is final. 5.0 Time limitations for the handling of grievances 5.1 Grievances regarding the Pre-qualification process should be lodged by the aggrieved party

within one week from the date of Publication calling for pre-qualification bid. Grievances received after one week from date of Publication will not be considered.


® REVISION: PUR-040/15-16.06.2009

5.2 The decision on Grievance pertaining to Pre-Qualification should be finalised before the shortlisting of the parties is concluded.

5.3 Specific Grievances regarding the Notice Inviting Tender (NIT) should be lodged by the aggrieved party within one week from the last date of sale of tender document, or one week prior to the Due date for Bid Submission, whichever is earlier. Grievances regarding NIT, received thereafter shall not be considered.

5.4 Grievances relating to the tender process (other than “Notice Inviting Tender related

grievances”) should be lodged within one week from the date of opening the unpriced bids.

® 5.5 The Grievance Redressal Cell shall examine the case and decide within 14 working days from the date of receipt of the grievance and advise the function concerned of the same so that they can process the tender further.

5.6 Any grievance after price bid opening should be redressed before award of the contract. No

grievances shall be entertained which are received after one week of price bid opening. 5.7 The Co-ordinator of the Grievance Redressal Cell, on receipt of the grievance by the aggrieved

party, should inform the Tender Inviting Authority not to finalise the contract till the disposal of the grievance by the Grievance Redressal Cell. The grievance lodged should be disposed of within a reasonable period of 14 working days so that there is no undue delay in awarding the contract.

6.0 Interim Suspension of Tendering Process 6.1 After any grievance is received by the Co-ordinator of the Grievance Redressal Cell, the Cell

Members will meet and examine whether the tendering process relating to the concerned matter is to be suspended or not in consultation with the Tender Inviting Authority. The Cell will examine whether there exists a prima facie ground for suspending the tendering process and decide the matter. It may consult, if required, the Executive Committee as to whether the tendering process has to be suspended till a final decision is taken on the grievance.

6.2 The decision to suspend the tendering process or not and disposal of the grievance should

preferably be taken by the Grievance Redressal Cell and/or Executive Committee at the earliest but not later than 14 working days from the receipt of grievance keeping in mind the schedule of activities connected with the tender concerned.

® 6.3 When it is decided to suspend the Tendering Process, the grievance should be examined and disposed off by the Grievance Redressal Cell & Executive Committee at the earliest, but not later than 14 days since it will be necessary to either continue with the tender as per earlier norms or it is decided to re-invite the tender with suitable changes.

7.0 Other General Provisions 7.1 A final written reply to the aggrieved party will be given by Coordinator of Grievance

Redressal Cell / Executive Committee within 21 working days from the date of receipt of the grievance, in line with the minutes of respective GRC/ EC.

___________________________________________________________________________________ Chapter VIII (Grievance Redressal Mecha.) VIII:4 Systems & Procedures Purchase Manual HPCL, Mumbai ® REVISION: PUR-040/15-16.06.2009

7.2 The Grievance Redressal Cell / Executive Committee, while firming up its recommendations, can seek the views of other relevant Departments like Finance, Vigilance and Legal or any other Department concerned with the issue.

7.3 The Grievance Redressal Cell & Executive Committee is entitled to give a personal hearing to

the aggrieved party, if necessary. 7.4 If a Grievance is related to a contract already awarded and acted upon, and if the Grievance Cell

& Executive Committee is of the view that the grievance needs review for remedial action for future tenders, it would submit its recommendation to the concerned SBU/Dept. head for future tenders.

7.5 Company’s Tender Grievance Redressal Mechanism will be displayed in its Website in the

Tenders Page. 7.6 The Grievance Redressal Cell & Executive Committee will maintain a grievance register giving

details of the tender number, date of receipt of grievance letter, nature of grievance in brief, details of the decisions taken and the date of communication to the aggrieved party.

7.7 The Grievance Redressal Cell & Executive Committee will also submit a quarterly report on the

grievances handled to the Committee of Functional Directors. A copy of Yearly Report will be submitted to the Board for information.

® 7.8 The relevant clause of Grievance Redressal Mechanism Procedure should be incorporated in

GTC of all Tender documents along with the name and address of the Officer-designate of the Grievance Redressal Cell/ Secretary of the concerned Executive Committee, to whom the grievance letter/ Appeal should be addressed to.

® 8.0 Integrity Pact

Notwithstanding the GRP guidelines above, the provisions of the Integrity Pact will be applicable independently to tenders of R 1 Crore & above.

Page 1 of 1

Annexure-V

AGREED COMMERCIAL TERMS AND CONDITIONS

S.No TERMS AND CONDITIONS BIDDERS’ ACCEPTANCE (Pls. mention

:Yes/No)

1 Bid submission as per Tender in Two Bid system (Un-Priced &

Priced)

2 Validity of the bid: 120 days from Un-Priced Bid opening date

3 Firm & valid Offer during the validity period and till completion of

order/contract, without any escalation.

4 Currency of quote (INDIAN RUPEES/USD)

5 Payment Terms as specified in tender document

6 Security Deposit/Composite Performance Bank Guarantee clause

7 Liquidated Damages clause

8 Termination Of Contract clause

8 Retention Money Clause

9 Force Majeure Clause

10 Arbitration Clause

11 Price Quotation submitted as per Price schedule (Please mention Yes/No)

12 Bidder to Submit a signed/stamped copy of this document

13 Bidder to furnish name of Contact person who will be responsible for the subject tender along with his/her detailed address, contact phone numbers, fax numbers and e-mail address(s).

14 Remarks /Others, if any