Ref No: GAIL/AU18/C&P/78296/3300075087/VS Date: 25.08.2018 SUB: ARCHITECTURAL CONSULTANCY AND CONSTRUCTION MANAGEMENT SERVICES FOR CIVIL WORKS AT GAIL .

______

LIMITED DOMESTIC COMPETITIVE BIDDING

(ONLY FOR ENLISTED BIDDERS)

BID DOCUMENT FOR

ARCHITECTURAL CONSULTANCY AND CONSTRUCTION MANAGEMENT SERVICES FOR CIVIL WORKS AT GAIL DIBIYAPUR.

BID DOCUMENT NO: GAIL/AU18/C&P/78296/ 3300075087/VS (8000013699)

DUE DATE & TIME FOR BID SUBMISSION : 14.09.2018 at 1500 HRS

DUE DATE & TIME FOR BID OPENING : 14.09.2018 at 1630 HRS

Phone: +91-5683-282355, Ext. – 1382 E-mail- [email protected] Fax: +91-5683-282446, +91-11-26185941-5509 Website: www.gailonline.com

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CONTENTS

Section I. Request for Proposal (RFP), Appendix-A (Consent for Submission of RFP) Appendix-B (Technical Evaluation Criteria for Qualification)

Section II. Evaluation Methodology

Section III. Instructions to Bidder/consultant/experts (ITB)

A. General B. Bidding Documents C. Preparation of Bids D. Submission of Bids E. Bid Opening and Evaluation F. Award of Contract

Forms & Formats (Form F-1 to F-5)

Section IV. General Conditions of Contract

Section V. Terms of Reference (TOR),

Special Condition of Contract & Scope of Work

Section VI. Price Schedule/Schedule of Rate (SOR)

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SECTION-I

"REQUEST FOR PROPOSAL”

Ref No: GAIL/AU18/C&P/78296/3300075087/VS Date: 25.08.2018

To,

SUB: ARCHITECTURAL CONSULTANCY AND CONSTRUCTION MANAGEMENT SERVICES FOR CIVIL WORKS AT GAIL DIBIYAPUR.

Dear Sir/Madam,

1. GAIL (India) Limited [having registered office at 16, Bhikaji Cama Place, New 110066 CIN No. L40200DL1984GOI018976], the largest state-owned natural gas processing and distribution company and the youngest Maharatna, invites RFP from shortlisted experts based on Expression of Interest( EOI) for Engaging ARCHITECT under single stage two bid based on the parameters mentioned in Appendix -B. The brief details of the tender are as under:

NAME OF WORK / BRIEF SCOPE OF ARCHITECTURAL CONSULTANCY WORK/JOB AND CONSTRUCTION MANAGEMENT (A) SERVICES FOR CIVIL WORKS AT GAIL DIBIYAPUR. (B) TENDER NO. & DATE GAIL/AU18/C&P/78296/3300075087/VS (C) TYPE OF BIDDING SYSTEM TWO-BID SYSTEM

(D) TYPE OF TENDER E-TENDER No: 8000013699

03 years [per more details refer clause no. 5.0 (E) COMPLETION/CONTRACT PERIOD of Special condition of contract (SCC) ]

TENDER FEE Not applicable (F) (Inclusive of GST @18%)

BID SECURITY / EARNEST MONEY (G) Not Applicable DEPOSIT (EMD) 25.08.2018 to 14.09.2018 (15:00 Hrs. IST) on following websites: AVAILABILITY OF TENDER (H) DOCUMENT ON WEBSITE(S) (i) GAIL’s Tender Website– www.gailtenders.in

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(ii) Govt. CPP Portal - https://eprocure.gov.in (iii) GAIL’s e-Procurement Portal (e- Portal)- https://etender.gail.co.in [in case of e-Tendering] Date: 31.08.2018 DATE, TIME & VENUE OF PRE-BID Time: 1100 Hrs. (I) MEETING Venue: C&P Department, GAIL (India) Ltd, HVJ Compressor Station, Dibiyapur. Date : 14.09.2018 DUE DATE, & TIME OF BID- (J) Time: 1500 Hrs. SUBMISSION

Date : 14.09.2018 DATE, & TIME OF UN-PRICED BID (K) Time: 1630 Hrs. OPENING

Mr. Vaibhav Shrivastava, Sr. Officer (C&P), E-mail: [email protected] (L) CONTACT DETAILS Ph +91 05683 282355 Extn: 1382 Ms. Smita Soni, Sr. Manager (C&P) E-mail: [email protected]; (M) ALTERNATE CONTACT PERSON(S) Ph +91 05683 282355 Extn: 1380 (N) GAIL’s PAN No. AAACG1209J

(O) GAIL’s GST Registration Number 09AAACG1209J1ZU

In case of the days specified above happens to be a holiday in GAIL, the next working day shall be implied.

2. SUBMISSION OF BID: 2.1 Subject Matter Expert (ARCHITECT) in his/her individual capacity or through a company/firm where he/she is a partner/owner shall be allowed to participate in the bidding process. In case, the bidder is a company/firm then an undertaking/commitment shall be provided by the company/firm that only the ARCHITECT identified through the selection process shall provide the services under the contract and make visits on behalf of the company/firm in which he/she is an owner/partner. All communications, reports etc. related to the contract will be issued under his/her signature only.

2.2 ARCHITECTs shall bid against this Request for Proposal (RFP) in Two Bid Systems. There shall be two parts of the Bid.

(i) UNPRICED BID (PART-I) – comprising the following: (a) Complete Tender Document, stamped & signed. (b) Supporting documents indicated in ANNEXURE-B, stamped & signed. (c) Blank SOR Format (without mentioning rates), stamped & signed.

(ii) PRICE BID (PART-II) - containing duly filled in SOR format with details of quoted

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currency, rate and amount strictly as per the SOR Format, stamped & signed (The SOR Format should not be altered or modified).

2.3 The bids, UNPRICED BID (PART-I) and PRICE BID (PART-II) shall be uploaded through E-Tender portal.

2.4 Proposal / Bids complete in all respects should be uploaded on or before due date and time of Bid submission. Bids submitted after the due date and time will not be considered for evaluation.

2.5 The UN-PRICED BID (PART-I) will be opened first on the due date and time indicated in the Tender Documents, in presence of representatives of attending bidders and scrutinized by the Tender Committee. Bidders interested to be present during bid opening shall do so at the bid due date & time. No separate invitation shall be sent to attend the un-priced bid opening.

2.6 PRICE BID (PART-II) of only those ARCHITECTs shall be opened who gets the minimum qualifying marks of 75% in the Quality / Technical evaluation.

3. Bid document is non-transferable.

4. This Request for Proposal (RFP) is an integral and inseparable part of the enclosed Bid Document.

5. Acknowledgement cum Consent Letter : On receipt of proposal/bid document/information regarding the proposal/bid, Bidder/consultant/expert shall acknowledge the receipt and confirm his intention to bid or reasons for non-participation against the enquiry/proposal/bid through e-mail/fax to concerned executive in GAIL issued the proposal/bid, by filling up the Format attached at Appendix-A below.

6. Bidder(s) are advised to submit their bid strictly as per terms and conditions of the Tender Documents and not to stipulate any deviations/exceptions.

7. Clarification(s)/Corrigendum(s) if any shall also be available on above referred websites. Any revision, clarification, addendum, corrigendum, time extension, etc. to this Tender Document will be hosted on the above mentioned website(s) only. Bidders are requested to visit the website regularly to keep themselves updated.

8. HVJ Compressor Station, Dibiyapur is situated on road, Distt. Auraiya (U.P.). As per best of GAIL’s knowledge, the following courier companies are having their offices in vicinity of Dibiyapur in addition to Indian Postal Department:

FIRST FLIGHT FIRST FLIGHT DTDC Courier and Cargo Dibiyapur Branch Auraiya Branch Ltd. Near Sahara India Ltd, Jap Bhavan Market, Khanpur Churaha, Maa Auraiya Road Infront of HDFC Bank Ltd Ambey Lodge Dibiyapur Road, Auraiya Road, Auraiya

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Contact details :Mobile— Contact details: Mr Ajay Singh Contact details : Ph. 9918486882/9548988908 - M-9336587325 9889818437 Mr AK Tiwari email: [email protected] email: [email protected]

9. The above list is indicative only and other couriers may also be operating from nearby places. Further, bidders are requested to verify the details from the websites of respective courier companies. GAIL shall not be responsible for any deficiency in the services by the above mentioned courier companies.

10. GAIL reserves the right to reject any or all the bids received at its discretion without assigning any reason whatsoever.

This is not an Order.

For & on behalf of GAIL (India) Limited

(Authorized Signatory) Name : Vaibhav Shrivastava Designation: Sr. Officer (C&P) Direct No.: +91 5683 282355 Extn: 1382 E-mail : [email protected]

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CUT-OUT SLIP

DO NOT"INVITATION OPEN-THIS IS AFOR QUOTATION BID (IFB)”

Ref No: GAIL/AU18/78296/ 3300075087ENVELOPE/VS/SS Date: 14.07.2017 (SUBMISSION OF ANY RELEVANT DOCUMENT WHICH IS REQUIRED IN HARD COPY) NAMETo, OF TENDER: ARCHITECTURAL CONSULTANCY AND CONSTRUCTION MANAGEMENT SERVICES FOR CIVIL WORKS AT GAIL DIBIYAPUR PROSPECTIVE BIDDERS BID DOCUMENT NO: GAIL/AU18/C&P/78296/3300075087/VS Due date & time of submission of : 14.08.2018 UPTO 15:00 HRS. (IST) bid SUB: ARCHITECTURAL CONSULTANCY AND CONSTRUCTION MANAGEMENT Due date &SERVICES time of opening FOR of CIVIL bid WORKS: 14.08.2018 AT GAIL UPTO DIBIYAPUR. 16:30 HRS. FOR (IST) YEAR 2018 & 19.

FROM,Dear Sir/Madam, : To, : GAIL (INDIA) LIMITED, 1.0 GAIL (India) Limited, the largestHVJ state COMPRESSOR-owned natural STATION gas processing and distribution company headquartered in NewDIBIYAPUR Delhi, India - and206244 the youngest Maharatna, invites bids from bidders for the subject supply/job,DISTT -inAURAIYA complete accordance(U.P.) with the following details and enclosed Tender Documents.

2.0 The brief details of the tender(TO BE are PASTED as under: ON ENVELOPE)

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SECTION-II

EVALUATION METHODOLOGY

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SECTION-II

EVALUATION METHODOLOGY

A. The bidder/consultant/expert must score minimum qualifying marks of 75% in the technical criteria at TABLE-I. (Only parties obtaining a score of more than or equal to 75% qualifying mark will be considered for the priced bid opening).

B. The bidder/consultant/expert is required to submit their self-certified bio data/supporting documents in line with the technical parameter mentioned in appendix-B. In the absence of requisite information/documents, GAIL will consider the bio-data submitted along with the EOI earlier submitted to GAIL.

C. The evaluation of bids shall be done as per the methodology mentioned in Appendix B based on both quality and cost.

D. The evaluation of Price bids shall be based on the LEAST COST BASIS. Price bid will be opened for only those bidders who have qualified minimum qualification marks of 75% and order shall be placed on the over all least cost basis among the qualified bidders.

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Appendix-A To SM (C&P) / SO (C&P) C&P Department, GAIL (India) Ltd, HVJ Compressor Station, Dibiyapur, Distt. Auraiya, UP Pin code: 206244 Email : [email protected] / [email protected]

Sub: ARCHITECTURAL CONSULTANCY AND CONSTRUCTION MANAGEMENT SERVICES FOR CIVIL WORKS AT GAIL DIBIYAPUR.

Dear Sir,

I/We hereby acknowledge receipt of a complete set of bidding document along with enclosures for subject item/job and/or the information regarding the subject proposal/bid.

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

Postal Address with Pin Code : ………………………………………

Telephone No. : ……………………….

Fax No. : ………………………

Contact Person : ………………………

E-mail Address : ……………………….

Mobile No. : ……………………….

Date : …………………………

o We are unable to bid for the reasons

given below: Reasons for non-

submission of bid:

1.

2.

3.

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Agency/ Name :…………………………

Signature :…………………………

Name :………………………..

Designation :………………………..

Date :………………………..

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Appendix-B

EVALUATION OF PROPOSAL BASED ON QUALITY AND COST

1.0 Evaluation of proposal will be carried out in two stages, first the Quality/ Technical and then the Cost (Financial). The cost (Financial) Proposal (To be uploaded on e-portal) of the acceptable bidder / consultant / ARCHITECT shall be opened only after carrying out the Quality/Technical evaluation.

2.1 Quality/Technical Evaluation: The evaluation of experts will be done based on their qualification, work experience, turnover, green building certifications etc.

2.2 Evaluation of the proposal/application of the Consultants(s) with respect to Quality/Technical shall be done as per TABLE-I.

2.3 The offers of bidders shall be considered for further evaluation if a minimum technical score of 75% in Quality/technical evaluation is achieved. Only Price bids of such vendors with minimum score of 75% will be opened for further evaluation.

TABLE-I ARCHITECTURAL CONSULTANCY AND CONSTRUCTION MANAGEMENT SERVICES FOR CIVIL WORKS AT GAIL DIBIYAPUR, UP: Sl Header Selection Parameters Max Documents required No. marks 1. Consultants’ The bidder must have (A) Experience in 10 Bidder shall submit specific designing of STP/WWTP including all documentary evidence in experience services in preceding 7 (seven) years to the form of copy of work be reckoned from bid due date: order and relevant 1. If executed value is more than 03 completion certificate issued crores: 10 Marks by the client in 2. If Executed value is more than 1.5 support of above technical Crore however less than 03 Crores: 05 criteria. Copy of completion Marks certificate is mandatory. 3. Experience less than 1.5 crores: Nil 2. The bidder must have (A) Experience in 10 Bidder shall submit construction activities including all documentary evidence in services in preceding 7 (seven) years to the form of copy of work be reckoned from bid due date: order and relevant 1. If executed value is more than 03 completion certificate issued crores: 10 Marks by the client in 2. If Executed value is more than 1.5 support of above technical Crore however less than 03 Crores: 05 criteria. Copy of completion Marks certificate is mandatory. 3. Experience less than 1.5 crores: Nil 3. Infrastructure Principal Architect /Consultant having 10 Bidders shall submit & Key experience of Council of Architecture personnel a) 15 years or more: 10 marks (COA) certificate of the b) 12years or more: 8 marks principal architect for c) 10 years or more: 6 marks proving the experience of d) 5 years or more: 4 marks the principal architect. e) 1-5 years: 2 marks Along with it, Bidders shall submit signed copy of NOTE: Personnel in Consultants own Biodata of Key personnel. payroll shall have the more weightage Further, bidder shall submit than the personnel of their Associates an undertaking from their Page 12 of 97

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Head of Department of HR department confirming that the above personnel/ employee are on company pay roll on bid due date. The undertaking should be certified by their Statutory Auditor/ Chartered Accountant (in case audit of account is not mandatory as per law). 4. Tendering, Construction supervision & 15 The bidder must submit Project Management Services their organogram duly (a) Having own tendering, Construction endorsed by the competent supervision & Project Management team authority or any relevant consisting of Qualified engineers as per document confirming the tender conditions : 15 Marks details of mentioned teams (b) Having own Construction supervision along with the details of key & Project Management team consisting personnel working in the of Qualified engineers as per tender team duly approved by the conditions and Tendering through competent authority. associates: 12 Marks (c) Having own Tendering team & Along with it, Bidders shall Construction supervision & Project submit signed copy of Management through associates: 9 Biodata of Key personnel. Marks Further, bidder shall submit (d) Tendering, Construction supervision an undertaking from their & Project Management through Head of Department of HR associates: 6 Marks department confirming that the above personnel/ employee are on company pay roll on bid due date. The undertaking should be certified by their Statutory Auditor/ Chartered Accountant (in case audit of account is not mandatory as per law). 5. Team for structural designing and 35 The bidder must submit associated services their organogram duly (a) In house team for structural designing endorsed by the competent and associated services: 35 Marks authority or any relevant (b) In house team for structural designing document confirming the but associated services through details of mentioned teams associates: 30 Marks along with the details of key (c) Structural designing through personnel working in the associates and in house team for team duly approved by the associated services: 25 Marks competent authority. (d) Structural designing, and associated services through associates: 20 Marks. Along with it, Bidders shall submit signed copy of Biodata of Key personnel. Further, bidder shall submit an undertaking from their Head of Department of HR department confirming that the above personnel/ employee are on company pay roll on bid due date. The undertaking should be certified by their Statutory

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Auditor/ Chartered Accountant (in case audit of account is not mandatory as per law).

6. Concept Plan Only for the proposed STP & Civil 20 Bidder is required submit & Works: detailed methodology for Methodology execution as per provisions Bidder is required to present their of tender in their bid and Concept Plan & Layout, Methodology, shall give 3D presentation technology, space utilization etc. in line on Concept Plan & with the GAIL requirement as mentioned Methodology, Overall plot in the Scope of Work in the Tender layout, elevation, Aesthetics Document and estimated cost as & façade etc. in line with mentioned in the tender document so as the GAIL requirement as to have a comprehensive idea about the mentioned in the Scope of proposed job. The presentation by the Work in the Tender bidder shall be assessed by the GAIL Document so as to have a Committee in a scale of 0-20 as per the comprehensive idea about following criteria and marks thereof: them proposed building for a) Concept Plan,& Utilization of assessment by the GAIL Space: 5 Marks maximum Committee. b) Technology: 5 Marks maximum c) Construction execution methodology: 10 Marks maximum

TOTAL 100

Bids from all bidders shall be evaluated and points shall be allocated based on the documents submitted/presentation given by the bidders. Individual points given for each criterion shall be summed up for obtaining the total score/ mark of each bidder. GAIL reserves the right to visit the office of the Consultant (s) for assessment of their claim.

The score/ marks obtained by the bidder will be their combined technical score (St).

Bidder scoring less than 75 points out of total 100 points towards technical score shall not be considered for further evaluation even if it satisfies the technical bid criteria (BEC). Decision of the owner in this regard shall be final and binding.

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Evaluation of Technical Proposals

The evaluation committee shall evaluate the Technical Proposals on the basis of responsiveness to the Terms of Reference, applying the evaluation criteria, sub- criteria, and point system specified in the tender. Each responsive Proposal will be given a technical score (St). A Proposal shall be rejected at this stage if it does not respond to important aspects of the RFP, and particularly the Terms of Reference or if it fails to achieve the minimum technical score indicated in the tender. The Client shall evaluate each technical proposal taking into account several criteria but not limited to: (a) the consultant’s relevant experience for the assignment (b) the quality of the methodology proposed (c) the qualifications of the key staff proposed (the key personnel should be regular employee of the Consultant on their payroll or full time employee) and (d) transfer of knowledge, if required in the TOR.

Each criterion shall be marked on a scale of 1 to 100. Then the total points shall be weighted to become scores. The points and the criterion have been specified in Section 5 (Technical Proposal).

The bidders are required to score minimum 75 technical points out of 100 (quality) to qualify for opening of financial proposal.

Public Opening & Evaluation of Financial Proposals

After the technical evaluation (quality) is completed, the Client shall notify those consultants whose proposals did not meet the minimum qualifying mark or were considered non-responsive to the RFP and TOR and the financial proposals of such bidders will not be opened in etender portal

The Client shall simultaneously notify the consultants that have secured the minimum qualifying mark, the date, time and place set for opening the financial proposals, to enable the Consultants to attend the opening of the financial proposals. The financial proposals shall be opened publicly in the presence of representatives of the consultants who choose to attend. The name of the consultant, the technical points, and the prices quoted shall be read out by the Client.

The proposal with the lowest cost (Fm) shall be given financial score (Sf) of 100 points.

The financial scores of other proposals should be computed as follows: Sf = 100 x Fm/F Where F= amount of financial proposal Combined Quality and Cost Evaluation The total score shall be obtained by weighting the combined quality/technical and cost scores and adding them, as follows:

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The successful bidder shall be the bidder having the highest financial score. In the event two or more bidders have same score in the final ranking, the bidder with higher/highest technical score shall be considered as successful bidder. In the case two or more bidder have same score in the final ranking and technical score , the bidder with higher/ highest turnover in preceding year shall be considered as successful bidder.

Award of Contract

After the tendering process, the Client shall award the Contract to the selected Rank 1 Consultant.

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SECTIO N-III

• INSTRUCTIONS TO BIDDER/CONSULTANT/EXPERTS (ITB)

• FORMS & FORMATS

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Instructions to Bidder/consultant/experts (ITB) Table of Contents A. General 1. Definition 2. Scope of Bid 3. Conflict of Interest 4. Eligible Bidder/consultant/experts 5. Bid Evaluation Criteria 6. One Bid per Bidder/consultant/expert 7. Cost of Bidding

B. Bidding Documents 8. Content of Bidding Documents 9. Clarification of Bidding Documents 10. Amendment of Bidding Documents C. Preparation of Bids 11. Language of Bid 12. Documents Comprising the Bid 13. Bid Prices 14. Bid Currencies 15. Bid Validity 16. Bid Security 17. Pre-Bid Meeting 18. Format and Signing of Bid 19. Zero Deviation 20. E-Payment 21. Agent/Consultant/Representative/Retainer/Associate D. Submission of Bids 22. Sending the bid/proposal 23. Deadline for Submission of Bids 24. Late Bids 25. Modification and Withdrawal of Bids E. Bid Opening and Evaluation 26. Bid Opening 27. Process to be Confidential 28. Contacting the Employer 29. Examination of bids and Determination of Responsiveness 30. Correction of Errors 31. Conversion to Single Currency for Comparison of Bids 32. Evaluation and Comparison of Bids 33. Preference for Domestic bidder/consultant/experts 34. Purchase Preference 35. Compensation for Extended Stay F. Award of Contract 36. Award 37. Employer’s Right to Accept any bid and to Reject any or all Bids 38. Notification of Award 39. Signing of Agreement 40. Contract Performance Security 41. Corrupt or Fraudulent Practices 42. Integrity Pact 43. Taxes & Duties 44. Service Tax/GST 45. Contract Value 46. Income tax Liability 47. Termination Clause. 48. Applicable Laws and Settlement Of Disputes 49. Jurisdiction

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A. General 1. Definition (a) “GAIL/Owner/Client” shall mean GAIL (India) Limited. (b) “Client” means the agency with which the selected Consultant signs the Contract for the Services. (c) “Consultant” means any entity or person that may provide or provides the Services to the Client under the Contract. (d) “Request for Proposal” means such part of the Instructions to Consultants used to reflect specific assignment conditions. (f) “Day” means calendar day. (g) “Government” means the Government of India unless specified otherwise. (h) “Personnel” means professionals and support staff provided by the Consultant or by any Sub-Consultant and assigned to perform the Services or any part thereof; “Foreign Personnel” means such professionals and support staff who at the time of being so provided had their domicile outside the Government’s country; “Local Personnel” means such professionals and support staff who at the time of being so provided had their domicile inside the Government’s country. (k) “Proposal/Bid ” means the Technical Proposal/Bid and the Financial Proposal./Bid (l) “RFP ” means the Request for PROPOSAL to be prepared by the Client for the selection of Consultants. (m) “SRFP” means the Standard Request for Proposals used by the Client. (n) “Services” means the work to be performed by the Consultant pursuant to the Contract. (o) “Sub-Consultant” means any person or entity with whom the Consultant subcontracts any part of the Services. (p) “Terms of Reference” (TOR) means the document included in the RFP which explains the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the Client and the Consultant, and expected results and deliverables of the assignment. (q) Throughout these bidding documents, the terms “bid” and “proposal/bid” and their derivatives (“bidder/consultant/expert/ proposal/bided”, “bid/ proposal/bided”, “bidding/ proposal/biding”, etc.) are synonymous, Singular also means plural.

2. Scope of Bid A GAIL (India) Limited will select a consulting firm/organization (the Consultant), in accordance with the method of selection specified in the Request for Proposal.

B The Consultants are invited to submit a Technical Proposal/Bid and a Financial Proposal/Bid, as specified in the proposal/bid and Request for Proposal, for consulting services required for the assignment named in the Request for Proposal.

C Consultants should familiarize themselves with local conditions and take them into account in preparing their Proposals. To obtain first-hand information on the assignment and local conditions, Consultants are encouraged to visit the Client before submitting a proposal and to attend a pre-proposal conference if one is specified in the Request for Proposal. Attending the pre-proposal conference is optional. Consultants should contact the Client’s representative(s) (Mr. Santosh Kumar, SM(Civil) Mobile no. + 91- 9818845432) to arrange for their visit or to obtain additional information on the pre-proposal conference. Consultants should ensure that these officials are advised of the visit well in advance to allow them to make appropriate arrangements.

D The Client will timely provide at no cost to the Consultants the Page 19 of 97

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inputs and facilities specified in the Request for Proposal, assist the firm in obtaining licenses and permits needed to carry out the services, and make available relevant project data and reports.

E Consultants are required to submit a Full Technical Proposal (FTP) as specified in the Terms of Reference. Consultants may provide comments and suggestions, if any, on the Terms of Reference including workable suggestions that could improve the quality/ effectiveness of the assignment. The above comments and suggestions, if any, should be incorporated into the description of the approach and methodology.

F A description of the approach, methodology and work plan for performing the assignment shall be submitted by the Consultant covering the following subjects: technical approach and methodology, work plan, and organization and staffing schedule.

a) The list of the proposed Professional staff team by area of expertise, the position that would be assigned to each staff team member, and their tasks.

b) Estimates of the staff input (staff-months of foreign and local professionals) needed to carry out the assignment. The staff-months input should be indicated separately for home office and field activities, and for foreign and local Professional staff.

c) CVs of the Professional staff signed by the staff themselves or by the authorized representative of the Professional Staff.

G During execution of the assignment, if for unavoidable reasons, the Consultant proposes for substitution of key personnel, the same may be allowed by the Client, without any prejudice to the completion period. However, in such a situation also, the key staff proposed for substitution shall have qualifications and experience equal to or better than the key staff earlier working for the assignment.

3. Conflict of Interest a. Conflict between consulting activities and procurement of goods, works or services (other than consulting services covered by these Guidelines): A firm that has been engaged by GAIL to provide goods, works, or services (other than consulting services covered by these Guidelines) for a project, and each of its affiliates, shall be disqualified from providing consulting services related to those goods, works or services for the Project. Conversely, a firm hired to provide consulting services for the preparation or implementation of a project, and each of its affiliates, shall be disqualified from subsequently providing goods, works or services (other than consulting services covered by these Guidelines) resulting from or directly related to the firm’s consulting services for such preparation or implementation. b. Conflict among consulting assignments: Neither consultants (including their personnel and sub-consultants) nor any of their affiliates shall be hired for any assignment that, by its nature, may be in conflict with another assignment of the consultants. As an example, consultants hired to prepare engineering design for an infrastructure project shall not be engaged to prepare an independent environmental assessment for the same project, and consultants assisting a client in the privatization of public assets shall neither purchase, nor advise purchasers of, such assets. Page 20 of 97

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Similarly, consultants hired to prepare Terms of Reference (TOR) for an assignment shall not be hired for the assignment in question. c. Relationship with Employer’s staff: Consultants (including their personnel and sub- consultants) that have a business or family relationship with a member of the Employer’s staff (or of the project implementing agency’s staff) who are directly or indirectly involved in any part of: (i) the preparation of the TOR of the contract (ii) the selection process for such contract or (iii) supervision of such contract may not be awarded a contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to the Employer throughout the selection process and the execution of the contract. d. A Consultant, who prepares Detailed Feasibility Report (DFR) of a Project is not debarred from participating as Project Management Consultant (PMC) for the same Project as both are services in nature. If a Consultant is engaged for preparation of TOR of an assignment, such Consultant shall not be allowed to participate in bidding process of the assignment in question. e. A Consultant who has been appointed by GAIL to assist in a bidding process where GAIL is a bidder/consultant/expert, should not be a Consultant to any other prospective bidder/consultant/expert(s) for the same assignment. Similarly, a Consultant appointed by any competitor of GAIL in a bidding process shall not be qualified in GAIL’s proposal/bid for the same assignment.

f. Consultants have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interest of their Client, or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to the disqualification of the Consultant or the termination of its Contract.

No agency or current employees of the Client shall work as Consultants under their own ministries, departments or agencies. Recruiting former government employees of the Client to work for their former ministries, departments or agencies is acceptable provided no conflict of interest exists. When the Consultant nominates any government employee as Personnel in their technical proposal, such Personnel must have written certification from their government or employer confirming that they are on leave without pay from their official position and allowed to work full- time outside of their previous official position. Such certification shall be provided to the Client by the Consultant as part of his technical proposal. h. Unfair Advantage: Fairness and transparency in the selection process require that consultants or their affiliates competing for a specific assignment do not derive a competitive advantage from having provided consulting services related to the assignment in question. To that end, the Employer shall make available to all the short-listed consultants together with the request for proposals all information that would in that respect give a Consultant a competitive advantage.

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Technical Proposal Format and Content

4. Eligible Bidder/consultant/experts 4.1 The bidder/consultant/expert shall not be under a declaration of ineligibility by Employer for corrupt or fraudulent practices as defined in ITB.

4.2 The bidder/consultant/expert is not put on holiday by GAIL or black listed by any Government Department / Public Sector/GAIL’s PMCs.

5. Bid Evaluation 5.1 Refer Request for Proposal(RFP) Clause No.2.0 & appendix-B Criteria

6. One Bid per Bidder/ consultant/expert 6.1 The bidder shall submit only one bid/proposal however , he may opt for empanelment for one or more subject matter.

7. Cost of Bidding 7.1 deleted

B. Bidding Documents

8. Content of Bidding Document 8.1 The Bidding Documents/Proposal/bid Documents are those stated below and should be read in conjunction with any addenda issued in accordance with ITB Clause 10. Section I. Request for Proposal (RFP) Section II. Evaluation Methodology Section III. Instruction to Bidder/consultant/experts AND Forms & Formats Section IV. General Conditions of Contract Section V. Terms of Reference(TOR) & Scope of Work & Special Condition of contract Section VI. Schedule of Rates

8.2 The bidder/consultant/expert is expected to examine all instructions, forms, terms and specifications in the bidding documents. The Request for Proposal (RFP) together with all its attachments thereto, shall be considered to be read, understood and accepted by the bidder/consultant/experts. Failure to furnish all information required by the bidding documents or submission of a bid not substantially responsive to the bidding documents in every respect will be at bidder/consultant/expert’s risk and may result in the rejection of his bid.

9. Clarification of Bidding Documents 9.1 A prospective bidder/consultant/expert requiring any clarification(s) of the Bidding Documents may notify GAIL in writing or by fax or e-mail at GAIL’s mailing address indicated in the Request for Proposal (RFP ) not later than 10 days prior to the deadline.

GAIL may, if deem appropriate, respond in writing to the request for

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clarification. Written copies of GAIL’s response (including an explanation of the query but without identifying the source of the query) will be sent to all prospective bidder/consultant/experts who have received the bidding documents. Any Clarification or information required by the bidder/consultant/expert but same not received by the Employer, ten days prior to the bid due date, the same is liable to be considered as no clarification/information required.

10. Amendment of Bidding Documents 10.1 At any time prior to the bid due date, GAIL may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective bidder/consultant/expert, modify the bidding documents.

10.2 The amendment will be notified in writing or by fax or e-mail to all prospective bidder/consultant/experts, at the address, fax numbers, e- mail id provided by the bidder/consultant/expert, who have received the Bidding Documents and will be binding on them.

D. Preparation of Bids

11. Language of Bid The bid prepared by the bidder/consultant/expert and all correspondence/drawings and documents relating to the bid exchanged by bidder/consultant/expert and GAIL shall be written in English language. Any printed literature furnished by the bidder/consultant/expert may be written in another language so long as accompanied by an ENGLISH translation duly authenticated by the chamber of commerce of Bidder/consultant/experts country, in which case, for the purpose of interpretation of the bid, the ENGLISH translation shall govern. Metric measurement system shall be applied.

12. Documents Comprising the Bid The bid prepared by the bidder/consultant/expert shall comprise the following components: 12.1 Part-I: “Technical proposal/Un-priced Bid” ( to be uploaded in portal) and shall contain the following:

i) Covering letter (on letter head) indicating offer No. & Date ii) The Documents in support for parameters/ qualification as mentioned in appendix B. iii) Bidder/consultant/expert’s declaration that they have not been put on Holiday/Blacklisted by GAIL/Other PSU/Govt. Organisations etc.

Part II : “Price Bid” (to be uploaded in portal)

Part-II shall contain Schedule of Rates in prescribed format duly filled in and duly signed and no conditions what so ever.

13. Bid Prices 13.1 Unless stated otherwise in the Bidding Documents, the Contract shall be for the whole works as described in Bidding Document, based on the unit rates and prices submitted by the Bidder/consultant/expert and accepted by the EMPLOYER.

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etc.

13.1 Prices must be filled in format for ‘Schedule of Rates’ enclosed as part of Bidding Document. If quoted in separate typed sheets and any variation in item description, unit or quantity is noticed; the bid is liable to be rejected.

13.2 Bidder/consultant/expert shall quote for all the items of Schedule of Rates after careful analysis of cost involved for the performance of the completed item considering all parts of the Bidding Document. In case any activity though specifically not covered in description of item under ‘Schedule of Rates’ but is required to complete the works as per Terms of Reference (TOR), Scope of Work, Specifications, Standards, Drawings, General Conditions of Contract, Special Condition of Contract or any other part of Bidding Document, the prices quoted shall deemed to be inclusive of cost incurred for such activity. Items against which no rate or price is entered by the bidder/consultant/expert will not be paid for by the Employer when executed and shall be deemed covered by the rates for other items and prices in the SOR.

13.3 Bidder/consultant/experts shall quote their Prices inclusive of all Taxes & duties except GST. Prices quoted by the bidder/consultant/expert, shall remain firm and fixed and valid until completion of the Contract and will not be subject to variation on any account except statutory variations. Statutory variation of taxes in India, if any during the contract completion period shall be reimburse by GAIL.

13.6 Alternative bids shall not be considered.

13.7 Conditional discount, if offered shall not be considered for evaluation.

14. Bid Currencies is amended to the extent as follows:

14.1 Indian Bidder/consultant/experts shall submit bid in Indian Rupees and receive payment in same currency.

15. Bid Validity 15.1 Bids shall be kept valid for four (04) months from the final bid due date.

A bid valid for a shorter period may be rejected by GAIL as non-responsive.

16. Bid Security 16.1 Not Applicable for this proposal/bid.

17. Pre-Bid Meeting 17.1 Applicable

18. Format and And signing of proposal / bids 18.1 The bidders are required to sign the proposal/bid and formats

19. Zero Deviation 19.1 Bidder/consultant/experts to note that this is a zero deviation proposal/bid. GAIL will appreciate submission of offer based on the terms and conditions in the enclosed General Conditions of Contract (GCC), Special Conditions of Contract (SCC), Instructions to Bidder/consultant/experts (ITB), Terms of reference (TOR), Scope of Work, technical specifications etc. to avoid wastage of time and money in seeking clarifications on technical/ commercial aspects of the offer. Bidder/consultant/expert may note that no technical and commercial clarifications will be sought for after the receipt of the bids.

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Bids with any deviation to the bid conditions shall be liable for rejection.

20. E-Payment 20.1 GAIL (India) Limited has initiated payments to suppliers and CONSULTANTs electronically. Further, the bidder/consultant/expert should give the details of his bank account in any one of the above banks to facilitate payment through e-banking in case of award of work on him.

All invoices against the contract shall have bill to & ship to address of: GAIL (India) Limited, HVJ compressor station, Dibiyapur,

However, the payment shall be processed by the In-charge (F&A) GAIL (India) Limited Ranchi, Jharkhand

The invoices shall be raised on GAIL Uttar Pradesh GST TIN.

Bidder/consultant/experts have to furnish details of their bank account (HDFC/ICICI/SBI/or any other bank having e-banking facility) in the following format: a. Account no. b. Account Type c. Bank Name d. Branch Name and Address e. Branch Code f. MICR Code

21. Agent/ 21.1 Not Applicable for his proposal/bid. consultant/ Representative/ Retainer/ Associate

D. Submission of Bids

22. Sending the 22.1 The proposal / bid should be addressed to the following Address : proposal/ Bids SM (C&P) GAIL (India) Limited, HVJ compressor station, Dibiyapur, Uttar Pradesh

23. Deadline for Submission of Bids 23.1 Bids must be received by GAIL at the address specified in the Request for proposal (RFP) not later than the date and time stipulated in the Request for proposal(RFP). 23.2 GAIL may, in exceptional circumstances and at its discretion, on giving reasonable notice by fax or any written communication to all prospective bidder/consultant/experts who have been issued the bid documents, extend the deadline for submission of bids, in which case all rights and obligations of GAIL and the bidder/consultant/experts, previously subject to the original deadline will thereafter be subject to the deadline as extended.

24. Late Bids 24.1 Any bid received by GAIL after the deadline for submission of bids prescribed on main body of Request for proposal (RFP) will be rejected and returned unopened to the bidder/consultant/expert.

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deadline for submission of bids.

25.2 No bid shall be modified after the deadline for submission of bids.

25.3 No bid shall be allowed to be withdrawn in the interval between the deadline for submission of bids and the expiration of the period of bid validity specified by the bidder/consultant/expert on the Bid Form. Withdrawal of a bid during this interval shall result in the bidder/consultant/expert’s forfeiture of his bid security pursuant to Sub- Clause 16.7.

E. Bid Opening and Evaluation

26. Bid Opening 26.1 Un-priced Bid Opening :The technical part shall be opened on the stipulated date. GAIL will open bids, including withdrawals and modifications made pursuant to Clause 25, in the presence of bidder/consultant/experts’ designated representatives who choose to attend, at date, time and location stipulated in the Request for proposal(RFP).The bidder/consultant/experts’ representatives, who are present shall sign a bid opening register evidencing their attendance.

26.2 Priced Bid Opening: 26.2.1 The price bids of those bidder/consultant/experts who obtained the Minimum 80% marks on quality parameters mentioned in Appendix –B. The bidder/consultant/ experts’ representatives, who are present shall sign a register evidencing their attendance.

27. Process to be Confidential 27.1 Information relating to the examination, clarification, evaluation, and comparison of bids, and recommendations for the award of a contract, shall not be disclosed to bidder/consultant/experts or any other persons officially concerned with such process. Any effort by a bidder/consultant/expert to influence the Employer’s processing of bids or award decisions may result in the rejection of the bidder/consultant/expert’s bid.

28. Contacting the Employer 28.1 From the time of bid opening to the time of Contract award, if any bidder/consultant/expert wishes to contact the Employer on any matter related to the bid, it should do so in writing.

28.2 Any effort by the bidder/consultant/expert to influence the Employer in the Employer’s bid evaluation, bid comparison, or Contract award decisions may result in the rejection of the bidder/consultant/expert’s bid.

29. Examination of bids and Determination of Responsiveness 29.1 Prior to the detailed evaluation of bids, the Employer will determine whether each bid (a) meets the qualification as mentioned in appendix -B; (b) has been properly signed; (c) is accompanied by the required securities;

30. Correction of Errors 30.1 Bids determined to be substantially responsive will be checked by the Employer for any arithmetic errors. Errors will be corrected by the Employer as follows :

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(a) where there is a discrepancy between the amounts in words and in figures, the amount in words will govern; and

(b) where there is a discrepancy between the unit rate and the total resulting from multiplying the unit rate by the quantity, the unit rate as quoted will govern.

30.2 The amount stated in the bid will be adjusted by the Employer in accordance with the above procedure for the correction of errors and, with the concurrence of the bidder/consultant/expert, shall be considered as binding upon the bidder/consultant/expert. If the bidder/consultant/expert does not accept the corrected amount of bid, its bid will be rejected, and the bid security shall be forfeited.

31. Conversion to Single Currency for Comparison of Bids 31.1 To facilitate evaluation and comparison, GAIL will convert all bid prices expressed in the amounts in various currencies in which bid price is payable, to Indian Rupees at the Bill Collection selling rates of Foreign Exchange as declared by State Bank of India a day prior to priced bid opening.

32. Evaluation and Comparision of bids 32.1 As mentioned in Request for Proposal ( RFP) and Appendix-B .

33 Preference for domestic bidder/consultant /experts 33.1 Not applicable for this proposal/bid

34 Purchase 34.1 Not applicable for this proposal/bid preference

35 Compensation for extended satay 35.1 Not applicable for this proposal/bid

F. Award of Contract

36. Award 36.1 Subject to Clause 29, GAIL will award the contract to the successful bidder/consultant/expert whose bid has been determined to be substantially responsive and has been determined as the rank 1, is determined to be qualified to satisfactorily perform the contract.

37. Employer’s Right to Accept Any Bid and to Reject Any or All Bids

37.1 GAIL reserves the right to accept or reject any bid, and to annul the bidding process and reject all bids, at any time prior to award of contract, without thereby incurring any liability to the affected bidder/consultant/expert or bidder/consultant/experts or any obligations to inform the affected bidder/consultant/expert or bidder/consultant/experts of the ground for GAIL’S ACTION.

38. Notification of Award 38.1 Prior to the expiration of period of bid validity GAIL will notify the successful bidder/consultant/expert in writing by fax, cable or telex to be confirmed in writing, that his bid has been accepted. The notification of award / Fax of Intent will constitute the formation of the Contract. Page 27 of 97

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38.2 Delivery shall be counted from the date of notification of award / Fax of Intent.

The notification of award will constitute the formation of a Contract, until the Contract has been effected pursuant to signing of Contract agreement as per Clause 39 of ITB.

Upon the successful bidder/consultant/expert’s furnishing of contract performance security, pursuant to Clause 40 of ITB, GAIL will promptly notify each unsuccessful bidder/consultant/expert and will discharge his bid security, pursuant to Clause 16 of ITB.

39. Signing of Agreement 39.1 GAIL will award the Contract to the successful bidder/consultant/expert, who, within 15 days of receipt of the same, shall sign and return the acceptance copy to GAIL.

39.2 The successful bidder/consultant/expert shall be required to execute an AGREEMENT in the proforma given in of this standard bidding document on non-judicial paper of appropriate value (the cost of stamp paper shall be borne by the CONSULTANT), within 15 days of the receipt by him of the Notification of Acceptance of Proposal/bid. In the event of failure on the part of the successful bidder/consultant/expert to sign the AGREEMENT within the above stipulated period, the Bid Security shall be forfeited and the acceptance of the proposal/bid shall be considered as cancelled.

40. Contract Security/ Guarantee 40.1 Not Applicable

41. Corrupt or Fraudulent Practices 41.1 GAIL requires that Consultants participating in GAIL’s Projects adhere to the highest ethical standards, both during the selection process and throughout the execution of a contract. In pursuance of this policy, GAIL:

Defines, for the purpose of this paragraph, the terms set forth below as follows:

(i) “Corrupt practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party; (ii) “Fraudulent practice” is any act or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation; (iii) “Collusive practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party; (iv) “Coercive practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party; (v) “Obstructive practice” (a) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede an Employer investigation into allegations of a corrupt, fraudulent, coercive, or collusive practice; and/or threatening, harassing, or intimidating any party to prevent

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it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (b) acts intended to materially impede the exercise of the Employer’s inspection and audit rights

41.1.2 GAIL will reject a proposal for award if it determines that the consultant recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for the contract in question.

41.1.3 GAIL will sanction a consultant, including declaring ineligible, either indefinitely or for a stated period of time, to be awarded a contract if it at any time determines that the consultant has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for, or in executing, a GAIL contract

41.2 a) Bidder/consultant/expert is required to furnish the complete and correct information/documents required for evaluation of their bids. If the information/documents forming basis of evaluation is found to be false /forged, the same shall be considered adequate ground for rejection of the bids.

b) In case, the information/document furnished by the vendor/CONSULTANT forming basis of evaluation of his bid is found to be false/forged after the award of the contract, GAIL shall have full right to terminate the contract and get the remaining job executed at the risk & cost of such vendor/CONSULTANT without any prejudice to other rights available to GAIL under the contract such as forfeiture of CPBG and withholding of payment etc.

c) Incase this issue of submission of false document comes to the notice after execution of work, GAIL shall have full right to forfeit any amount due to the vendor/CONSULTANT along with forfeiture of CPBG furnished by the vendor/CONSULTANT.

d) Further, such bidder/consultant/expert/vendor/CONSULTANT shall be put on Blacklist Holiday List of GAIL debarring them from future business with GAIL.

42 Integrity Pact Bidder/consultant/expert shall submit Integrity Pact duly signed along with un-priced part of their Bid. Bidder/consultant/expert shall take a print of Integrity Pact and shall fill in the required details as required in above format. Bidder/consultant/expert shall sign the Integrity Pact on each page and get it witnessed. Bidder/consultant/expert shall submit the scanned copy of above duly signed & witnessed Integrity Pact. In absence of above, the bid as submitted by Bidder/consultant/expert will be liable for rejection.

43 Taxes & Duties The Quoted rates should be inclusive of all taxes & duties applicable during the contract period except GST.

44 GST The Indian bidder/consultant/ experts are required to quote along with GST. The present rate of GST rate is 18%. Any variation in the GST during validity of contract shall be borne GAIL.

45 Contract value The above contract value shall remain firm and fixed and valid till completion of the contract. No escalation on any account shall be

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payable, whatsoever may be the reason thereof except for statutory variation in accordance with Clause no. 13.6

46 Income tax Liability The bidder/consultant/expert will have to bear all income tax liability, both Corporate as well as for his personnel.

47 Termination Clause GAIL may, without prejudice to its right against the CONSULTANT in respect of any delay or otherwise or any claims for damage, in respect of any breach of the terms of the contract and without prejudice to any rights or remedies under any of the provisions of this contract or otherwise, by notice in writing absolutely terminate the contract with immediate effect in any of the following case:

a. In the event of the CONSULTANT going into liquidation or winding up his business or making arrangement with his creditors, GAIL shall have the right to terminate contract without prejudice to any other rights /remedies.

b. In the event, if it is found that contract has been procured by submitting incorrect or incomplete statements by the CONSULTANT or by marking any misrepresentation.

c. If in the opinion of GAIL, the CONSULTANT has delayed or suspended the execution of work, the facilities and vehicles etc., offered by the CONSULTANT to be inadequate for effective completion of the job.

d. In the event of any breach of the terms and conditions of the contract by the CONSULTANT or if the CONSULTANT is found to be indulging in activity subversive to GAIL’s interest or activity prejudicial to the interests of GAIL and for any other good or sufficient reasons.

e. Up to such termination of the contract the security Deposit/Bank Guarantee are liable to be forfeited/ invoked to satisfy the outstanding claims of GAIL.

Notwithstanding anything contained above, GAIL may, as its sole discretion, terminate this contract by giving the CONSULTANT 30 days written notice to the effect, without assigning any reasons whatsoever. Security deposit will be forfeited in case of termination of contract due to poor performance by the CONSULTANT.

The contract shall be deemed to have expired on expiry of the original period of two years unless extended.

During the currency of the contract, GAIL can order increase/ decrease in the qty. on the same rates, terms and conditions as stipulated in the contract and same shall be obligatory and binding on the CONSULTANT to execute any such order.

Applicable Laws and Settlement of Disputes

48(A) Dispute 48(A).1 GAIL (India) Ltd. has framed the Conciliation Rules 2010 in conformity with supplementary to Part-III Resolution of the Indian Arbitration and Conciliation Act 1996 for speedier, cost effective and amicable settlement of disputes through conciliation. A copy of the said rules made available on GAIL’s web site www.gailonline.com for reference. Unless otherwise specified, the matters where decision of the Engineer-in-charge is deemed to be final and binding Page 30 of 97

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as provided in the agreement and the issues/disputes which cannot be mutually resolved within a reasonable time, all disputes shall be settled in accordance with the Conciliation Rules 2010.

48(A).2 Any dispute(s) /difference(s)/issue(s) of any kind whatsoever between/amongst the Parties arising under/out of/in connection with this contract shall be settled in accordance with the aforesaid rules.

48(A).3 In case of any dispute(s)/difference(s)/issue(s), as mentioned above, a Party shall notify then other Party (ies) in writing about such disput(s)/difference(s)/issue(s) between/amongst the Parties and that such a Party wishes to refer the dispute(s)/ difference(s)/issue(s) to Conciliation. Such Invitation for Conciliation shall contain sufficient information as to the dispute(s)/ difference(s)/issue(s) to enable the other Party(ies) to be fully informed as to the nature of the dispute(s)/ difference(s)/issue(s), the amount of monetary claim, if any, and apparent cause(s) of action.

48(A).4 Conciliation proceedings commence when the other Party(ies) accept(s) the invitation to conc1liate. If the acceptance is made orally, it is advisable that it be confirmed in writing. If the other Party(ies) reject(s) the invitation, there will be no conciliation proceedings.

48(A).5 If the Party initiating conciliation does not receive a reply within thirty days from the date on which he/she sends the invitation, or within such other period of time as specified in the invitation, he/she may elect to . treat this as a rejection of the invitation to conciliate. If he/she so elects, he/she shall inform the other Party(ies) accordingly.

48(A).6 Where invitation for Conciliation has been furnished under Article 17.2, the Parties shall attempt to settle such dispute(s) amicably under Part-III of the Indian Arbitration and Conciliation Act, 1996 and GAIL (India) Limited Conciliation Rules, 2010. It would be only after exhausting the' option of Conciliation as an Alternate Dispute Resolution Mechanism that the Parties hereto shall go for Arbitration as per the provisions of Article 107 of GCC. For the purpose of this Article, the option of 'Conciliation' shall be deemed to have been exhausted, even in case of rejection of 'Conciliation' by any of the Parties.

48(A).7 The cost of Conciliation proceedings including but not limited fees for Conciliator(s), Airfare, Local Transport, Accommodation, cost towards conference facility etc. shall be borne by the parties equally.

48(A).8 The Parties shall freeze claim(s) of interest, if any, and shall not claim the same during the- pendency of Conciliation proceedings. The Settlement Agreement, as and when reached/agreed upon, shall be sighed between the Parties and Conciliation proceedings shall stand terminated on the date of the Settlement Agreement.

48(B) Arbitration: 48(B)1 Unless otherwise specified, the matters where decision of the Engineer-in- Charge is deemed to be final and binding as provided in the Agreement and the issues/disputes which cannot be mutually resolved within a reasonable time, all disputes shall be referred to arbitration by Sole Arbitrator. The Employer [GAIL (India) Ltd.] shall suggest a panel of three independent and distinguished persons to the bidder/consultant/expert/CONSULTANT/ supplier/ buyer (as the case may be) to select any one among them to act as the Sole Arbitrator. In the event of failure of the other parties to select the Sole Arbitrator within 30 days from the receipt of the communication suggesting the panel of arbitrators, the right of selection of the sole arbitrator by the other party shall stand forfeited and the EMPLOYER (GAIL) shall have discretion to proceed with the appointment of the Sole Arbitrator. The decision of Employer on the

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appointment of the sole arbitrator shall be final and binding on the parties. The award of sole arbitrator shall be final and binding on the parties and unless directed/awarded otherwise by the sole arbitrator, the cost of arbitration proceedings shall be shared equally by the parties. The Arbitration proceedings shall be in English language and venue shall be , India. Subject to the above, the provisions of (Indian) Arbitration & Conciliation ACT 1996 and the Rules framed there under shall be applicable. All matter relating to this contract are subject to the exclusive jurisdiction of the court situated in the state of Delhi. Bidder/consultant/experts/suppliers/CONSULTANTs may please note that the Arbitration & Conciliation Act 1996 was enacted by the Indian Parliament and is based on United Nations Commission on International Trade Law (UNCITRAL model law), which were prepared after extensive consultation with Arbitral Institutions and centers of International Commercial Arbitration. The United Nations General Assembly vide resolution 31/98 adopted the UNCITRAL Arbitration rules on 15 December 1976.

48(B)2 FOR THE SETTLEMENT OF DISPUTES BETWEEN GOVERNMENT DEPARTMENT AND ANOTHER AND ONE GOVERNMENT DEPARTMENT AND PUBLIC ENTERPRISE AND ONE PUBLIC ENTERPRISE AND ANOTHER THE ARBITRATION SHALL BE AS FOLLOWS: "In the event of any dispute or difference between the parties hereto, such dispute or difference shall be resolved amicably by mutual consultation or through the good offices of empowered agencies of the Government. If such resolution is not possible, then, the unresolved dispute or difference shall be referred to arbitration of an arbitrator to be nominated by Secretary, Department of Legal Affairs ("Law Secretary") in terms of the Office Memorandum No.55/3/1/75-CF, dated the 19th December 1975 issued by the Cabinet Secretariat (Department of Cabinet Affairs), as modified from time to time. The Arbitration Act 1940 (10 of 1940) shall not be applicable to the arbitration under this clause. The award of the Arbitrator shall be binding upon parties to the dispute. Provided, however, any party aggrieved by such award may make a further reference for setting aside or revision of the award to Law Secretary whose decision shall bind the parties finally and conclusively.

49 Jurisdiction: The CONTRACT shall be governed by and constructed according to the laws in force in INDIA. The CONSULTANT hereby submits to the jurisdiction of the Courts situated at DELHI for the purposes of disputes, actions and proceedings arising out of the CONTRACT, the courts at DELHI only will have the jurisdiction to hear and decide such disputed, actions and proceedings.

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Annexure-I

PROCEDURE FOR ACTION IN CASE CORRUPT/FRAUDULENT/COLLUSIVE/COERCIVE PRACTICES

A Definitions:

A.1 “Corrupt Practice” means the offering, giving, receiving or soliciting, directly or indirectly, anything of value to improperly influence the actions in selection process or in contract execution.

“Corrupt Practice” also includes any omission for misrepresentation that may mislead or attempt to mislead so that financial or other benefit may be obtained or an obligation avoided.

A2 “Fraudulent Practice” means and include any act or omission committed by a agency or with his connivance or by his agent by misrepresenting/ submitting false documents and/ or false information or concealment of facts or to deceive in order to influence a selection process or during execution of contract/ order.

A3 “Collusive Practice amongst bidders (prior to or after bid submission)” means a scheme or arrangement designed to establish bid prices at artificial non-competitive levels and to deprive the Employer of the benefits of free and open competition.

A.4 “Coercive practice” means impairing or harming or threatening to impair or harm directly or indirectly, any agency or its property to influence the improperly actions of an agency, obstruction of any investigation or auditing of a procurement process.

A.5 “Vendor/Supplier/CONSULTANT/Consultant/Bidder” is herein after referred as “Agency”

A.6 ”Appellate Authority” shall mean Committee of Directors consisting of Director (Finance) and Director (BD) for works centers under Director (Projects). For all other cases committee of Directors shall consist of Director (Finance) & Director (Projects).

A.7 “Competent Authority” shall mean the authority, who is competent to take final decision for Suspension of business dealing with an Agency/ (ies) and Banning of business dealings with Agency/ (ies) and shall be the “Director” concerned.

A.8 “Allied Agency” shall mean all the concerns within the sphere of effective influence of banned/ suspended agencies. In determining this, the following factors may be taken into consideration:

(a) Whether the management is common; (b) Majority interest in the management is held by the partners or directors of banned/ suspended firm. (c ) substantial or majority shares are owned by banned/ suspended agency and by virtue of this it has a controlling voice.

A.9 “Investigating Agency” shall mean any department or unit of GAIL investigating into the conduct of Agency/ party and shall include the Vigilance Department of the GAIL, Central

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Bureau of Investigation, State Police or any other agency set up by the Central or state government having power to investigate.

B Actions against bidder(s) indulging in corrupt /fraudulent/ collusive/ coercive practice

B.1 Irregularities noticed during the evaluation of the bids :

If it is observed during bidding process/ bids evaluation stage that a bidder has indulged in corrupt/fraudulent /collusive/coercive practice, the bid of such Bidder (s) shall be rejected and its Earnest Money Deposit (EMD) shall be forfeited.

Further, such agency shall be banned for future business with GAIL for a period specified in para B 2.2 below from the date of issue of banning order.

B.2 Irregularities noticed after award of contract

(i) During execution of contract:

If an agency, is found to have indulged in corrupt/fraudulent/ collusive/coercive practices, during execution of contract, the agency shall be banned for future business with GAIL for a period specified in para B 2.2 below from the date of issue of banning order.

The concerned order (s)/ contract(s) where corrupt/fraudulent/collusive practices is observed, shall be suspended with immediate effect by Engineer-in-Charge (EIC)/ Employer whereby the supply/ work/ service and payment etc. will be suspended. The action shall be initiated for putting the agency on banning.

After conclusion of process, the order (s)/ contract (s) where it is concluded that such irregularities have been committed shall be terminated and Contract cum Performance Bank Guarantee (CPBG)/ Contract Performance Security (CPS) submitted by agency against such order (s)/ contract (s) shall also be forfeited. The amount that may have become due to the CONSULTANT on account of work already executed by him shall be payable to the CONSULTANT and this amount shall be subject to adjustment against any amounts due from the CONSULTANT under the terms of the contract.

No risk and cost provision will be enforced in such cases.

(ii) After execution of contract and during Defect liability period (DLP)/ Warranty/Guarantee Period:

If an agency is found to have indulged in corrupt/fraudulent/ collusive/coercive practices, after execution of contract and during DLP/ Warranty/Guarantee Period, the agency shall be banned for future business with GAIL for a period specified in para B 2.2 below from the date of issue of banning order.

Further, the Contract cum Performance Bank Guarantee (CPBG)/Contract Performance Security (CPS) submitted by agency against such order (s)/ contract (s) shall be forfeited.

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(iii) After expiry of Defect liability period (DLP)/ Warranty/Guarantee Period

If an agency is found to have indulged in corrupt/fraudulent/ collusive/coercive practices, after expiry of Defect liability period (DLP)/ Warranty/Guarantee Period, the agency shall be banned for future business with GAIL for a period specified in para B 2.2 below from the date of issue of banning order.

B.2.2 Period of Banning

Banning period shall be reckoned from the date of banning order and shall be 3 years.

In exceptional cases where the act of vendor/ CONSULTANT is a threat to the National Security, the banning shall be for indefinite period.

C Effect of banning on other ongoing contracts/ tenders

C.1 If an agency is put on Banning, such agency should not be considered in ongoing tenders/future tenders.

C.2 However, if such an agency is already executing other order (s)/ contract (s) where no corrupt/fraudulent/ collusive/coercive practice is found, the agency should be allowed to continue till its completion without any further increase in scope except those incidental to original scope mentioned in the contract.

C.3 If an agency is put on the Banning List during tendering and no irregularity is found in the case under process:

C.3.1 after issue of the enquiry /bid/tender but before opening of Technical bid, the bid submitted by the agency shall be ignored.

C.3.2 after opening Technical bid but before opening the Price bid, the Price bid of the agency shall not be opened and BG/EMD submitted by the agency shall be returned to the agency.

C.3.3 after opening of price, BG/EMD made by the agency shall be returned; the offer of the agency shall be ignored & will not be further evaluated. If the agency is put on banning list for fraud/ mis-appropriation of facts committed in the same tender/other tender where errant agency emerges as the lowest (L1), then such tender shall also be cancelled and re-invited.

D. Procedure for Suspension of Bidder

D.1 Initiation of Suspension

Action for suspension business dealing with any agency/(ies) shall be initiated by Corporate C&P Department when

(i) Corporate Vigilance Department based on the fact of the case gathered during investigation by them recommend for specific immediate action against the agency.

(ii) Corporate Vigilance Department based on the input from Investigating agency, forward for specific immediate action against the agency.

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(iii) Nonperformance of Vendor/Supplier/CONSULTANT/Consultant leading to termination of Contract/ Order.

D.2 Suspension Procedure:

D.2.1 The order of suspension would operate initially for a period not more than six months and is to be communicated to the agency and also to Corporate Vigilance Department. Period of suspension can be extended with the approval of the Competent Authority by one month at a time with a ceiling of six months pending a conclusive decision to put the agency on banning list.

D.2.2 During the period of suspension, no new business dealing may be held with the agency.

D.2.3 Period of suspension shall be accounted for in the final order passed for banning of business with the agency.

D.2.4 The decision regarding suspension of business dealings should also be communicated to the agency.

D.2.5 If a prima-facie, case is made out that the agency is guilty on the grounds which can result in banning of business dealings, proposal for issuance of suspension order and show cause notice shall be put up to the Competent Authority. The suspension order and show cause notice must include that (i) the agency is put on suspension list and (ii) why action should not be taken for banning the agency for future business from GAIL.

The competent authority to approve the suspension will be same as that for according approval for banning.

D 3 Effect of Suspension of business:

Effect of suspension on other on-going/future tenders will be as under:

D.3.1 No enquiry/bid/tender shall be entertained from an agency as long as the name of agency appears in the Suspension List.

D.3.2 If an agency is put on the Suspension List during tendering:

D.3.2.1 after issue of the enquiry /bid/tender but before opening of Technical bid, the bid submitted by the agency shall be ignored.

D.3.2.2 after opening Technical bid but before opening the Price bid, the Price bid of the agency shall not be opened and BG/EMD submitted by the agency shall be returned to the agency.

D.3.2.3 after opening of price, BG/EMD made by the agency shall be returned; the offer of the agency shall be ignored & will not be further evaluated. If the agency is put on Suspension list for fraud/ mis-appropriation of facts conducted in the same tender/other tender where errant agency emerges as the lowest (L1), then such tender shall also be cancelled and re-invited.

D.3.3 The existing contract (s)/ order (s) under execution shall continue.

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D.3.4 Tenders invited for procurement of goods, works and services shall have provision that the bidder shall submit a undertaking to the effect that (i) neither the bidder themselves nor their allied agency/(ies) are on banning list of GAIL or the Ministry of Petroleum and Natural Gas and (ii) bidder is not banned by any Government department/ Public Sector.

F. Appeal against the Decision of the Competent Authority:

F.1 The agency may file an appeal against the order of the Competent Authority for putting the agency on banning list. The appeal shall be filed to Appellate Authority. Such an appeal shall be preferred within one month from the of receipt of banning order.

F.2 Appellate Authority would consider the appeal and pass appropriate order which shall be communicated to the party as well as the Competent Authority.

F.3 Appeal process may be completed within 45 days of filing of appeal with the Appellate Authority.

G. Wherever there is contradiction with respect to terms of ‘Integrity pact’ , GCC and ‘Procedure for action in case of Corrupt/Fraudulent/ Collusive/Coercive Practice’, the provisions of ‘Procedure for action in case of Corrupt/Fraudulent/ Collusive/Coercive Practice’ shall prevail.

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Annexure-II PROCEDURE FOR EVALUATION OF PERFORMANCE OF VENDORS/ SUPPLIERS/ CONSULTANTS/ CONSULTANTS 1.0 OBJECTIVE 1. The objective of Evaluation of Performance aims to recognize, and develop reliable Vendors/ Suppliers/CONSULTANTs/ Consultants so that they consistently meet or exceed expectations and requirements.

2. The purpose of this procedure is to put in place a system to monitor performance of Vendors/ Suppliers/CONSULTANTs/ Consultants associated with GAIL in Projects and in O&M so as to ensure timely completion of various projects, timely receipt of supplies including completion of works & services for operation and maintenance of operating plants and quality standards in all respects.

2.0 METHODOLOGY i) Preparation of Performance Rating Data Sheet

Performance rating data Sheet for each and every Vendor/ Supplier/CONSULTANT/ Consultant for all orders/Contracts with a value of Rs. 7 Lakhs and above is recommended to be drawn up. These data sheets are to be separately prepared for orders/ contracts related to Projects and O&M. Format, Parameters, Process, responsibility for preparation of Performance Rating Data Sheet are separately mentioned.

ii) Measurement of Performance

Based on the parameters defined in Data Sheet, Performance of concerned Vendor/ Supplier/CONSULTANT/ Consultant would be computed and graded accordingly. The measurement of the performance of the Party would be its ability to achieve the minimum scoring of 60% points in the given parameters.

iii) Initiation of Measures:

Depending upon the Grading of Performance, corrective measures would be initiated by taking up the matter with concerned Vendor/ Supplier/CONSULTANT/ Consultant. Response of Vendor/ Supplier/CONSULTANT/ Consultant would be considered before deciding further course of action.

iv) Implementation of Corrective Measures:

Based on the response of Vendor/ Supplier/CONSULTANT/ Consultant, concerned Engineer-in-Charge for the Projects and/or OIC in case of O&M would recommend for continuation or discontinuation of such party from the business of GAIL.

v) Orders/contracts placed on Proprietary/OEM basis for O&M will be evaluated and, if required, corrective action will be taken for improvement in future.

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3.0 PROCESS OF EVALUATION OF PERFORMANCE OF VENDORS/ SUPPLIERS/ CONSULTANTS/ CONSULTANTS

3.1 FOR PROJECTS

i) Evaluation of performance of Vendors/ Suppliers/CONSULTANTs/ Consultants in case of PROJECTS shall be done immediately with commissioning of any Project.

ii) On commissioning of any Project, EIC (Engineer-in-charge)/ Project-in-charge shall prepare a Performance Rating Data Sheet (Format at Annexure-1) for all Orders and Contracts.

iii) Depending upon the Performance Rating, following action need to be initiated by Engineer-in-charge/Project-in-charge:

Sl.No. Performance Action Rating 1 POOR Seek explanation for Poor performance 2 FAIR Seek explanation for Fair performance 3 GOOD Letter to the concerned for improving performance in future 4 VERY GOOD No further action

iv) Reply from concerned Vendor/ Supplier/CONSULTANT/ Consultant shall be examined. In case of satisfactory reply, Performance Rating data Sheet to be closed with a letter to the concerned for improving performance in future.

v) When no reply is received or reasons indicated are unsatisfactory, the following actions need to be taken:

A) Where Performance rating is “POOR”:

Recommend such defaulting Vendor/ Supplier/CONSULTANT/ Consultant for putting on Holiday for a period from one to three years as given below:

(i) Poor Performance due to reasons other than Quality : One Year (ii) Poor Performance on account of Quality (if any mark obtained against Quality parameter is less than 30): Two Years (iii) Poor Performance leading to termination of contract or Offloading of contract due to poor performance solely attributable to Vendor/ Supplier/CONSULTANT/ Consultant or Repeated Offence: Three Years

Non performance of a Vendor/Supplier/CONSULTANT/Consultant leading to termination of Contract/ Order, such Vendor/ Supplier/ CONSULTANT/Consultant are also to be considered for Suspension.

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In all such cases, concerned site will put up recommendation for issuance of SCN and putting the party on suspension list as per process defined for suspension in “Procedure for Action in case of Corrupt/ Fraudulent/ Collusive/ Coercive Practices”

(B) Where Performance rating is “FAIR”:

Recommend for issuance of warning to such defaulting Vendor/ Supplier/CONSULTANT/ Consultant to improve their performance.

3.2 FOR CONSULTANCY JOBS

Monitoring and Evaluation of consultancy jobs will be carried out in the same way as described in para 3.1 for Projects.

3.3 FOR OPERATION & MAINTENANCE

i) Evaluation of performance of Vendors/ Suppliers/CONSULTANTs/ Consultants in case of Operation and Maintenance shall be done immediately after execution of order/ contract.

ii) After execution of orders a Performance Rating Data Sheet (Format at Annexure-2) shall be prepared for Orders by Site C&P and for Contracts/Services by respective Engineer-In-Charge.

iii) Depending upon Performance Rating, following action need to be initiated by Site C&P:

Sl. No. Performance Rating Action

1 POOR Seek explanation for Poor performance 2. FAIR Seek explanation for Fair performance 3 GOOD Letter to the concerned for improving performance in future. 4 VERY GOOD No further action

iv) Reply from concerned Vendor/ Supplier/CONSULTANT/ Consultant shall be examined. In case of satisfactory reply, Performance Rating data Sheet to be closed with a letter to the concerned for improving performance in future.

v) When no reply is received or reasons indicated are unsatisfactory, the following actions need to be taken:

A) Where performance rating is “POOR”

Recommend such defaulting Vendor/Supplier/CONSULTANT/ Consultant for putting on Holiday for a period from one to three years as given below:

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(iv) Poor Performance leading to termination of contract or Offloading of contract due to poor performance solely attributable to Vendor/Supplier/CONSULTANT/Consultant or Repeated Offence: Three Years

Non-performance of a Vendor/Supplier/CONSULTANT/Consultant leading to termination of Contract/ Order such Vendor/ Supplier/ CONSULTANT/Consultant are also to be considered for Suspension.

In all such cases, concerned site will put up recommendation for issuance of SCN and putting the party on suspension list as per process defined for suspension in “Procedure for Action in case of Corrupt/ Fraudulent/ Collusive/ Coercive Practices”

(B) Where Performance rating is “FAIR”

Recommend for issuance of warning to such defaulting Vendors/CONSULTANTs/Consultants to improve their performance.

4.0 EXCLUSIONS: The following would be excluded from the scope of evaluation of performance of Vendors/ Suppliers/CONSULTANTs/ Consultants: i) Orders/Contracts below the value of Rs. 7 Lakhs. ii) One time Vendor/ Supplier/CONSULTANT/ Consultant. iii) Orders for Misc./Administrative items/ Non stock Non valuated items. However, concerned Engineer-in-Charge /OICs will continue to monitor such cases so as to minimize the impact on Projects/O&M plants due to non performance of Vendors/ Suppliers/CONSULTANTs/ Consultants in all such cases.

5.0 REVIEW & RESTORATION OF PARITES PUT ON HOLIDAY

5.1 An order for Holiday passed for a certain specified period shall deemed to have been automatically revoked on the expiry of that specified period and it will not be necessary to issue a specific formal order of revocation.

Further, in case Vendor/ Supplier/CONSULTANT/ Consultant is put on holiday due to quality, and new order is placed on bidder after restoration of Vendor/ Supplier/CONSULTANT/ Consultant, such order will be properly monitored during execution stage by the concerned site.

6.0 EFFECT OF HOLIDAY

6.1 If a Vendor/ Supplier/CONSULTANT/ Consultant is put on Holiday, such Vendor/ Supplier/CONSULTANT/ Consultant should not be considered in ongoing tenders/future tenders.

6.2 However, if such Vendor/ Supplier/CONSULTANT/ Consultant is already executing any other order/ contract and their performance is satisfactory in terms of the relevant contract, should be allowed to continue till its completion without any further increase in scope except those incidental to original scope mentioned in the contract. In such a case CPBG

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will not be forfeited and payment will be made as per provisions of concerned contract. However, this would be without prejudice to other terms and conditions of the contract. 6.3. Effect on other ongoing tendering:

6.3.1 after issue of the enquiry /bid/tender but before opening of Technical bid, the bid submitted by the party shall be ignored.

6.3.2 after opening Technical bid but before opening the Price bid, the Price bid of the party shall not be opened and BG/EMD submitted by the party shall be returned to the party.

6.3.3 after opening of price, BG/EMD made by the party shall be returned; the offer of the party shall be ignored & will not be further evaluated. If errant party emerges as the lowest (L1), then such tender shall also be cancelled and re-invited.

7.0 While putting the Vendor/ Supplier/CONSULTANT/ Consultant on holiday as per the procedure, the holding company, subsidiary, joint venture, sister concerns, group division of the errant Vendor/ Supplier/CONSULTANT/ Consultant shall not be considered for putting on holiday list.

Any bidder, put on holiday, will not be allowed to bid through consortium route also in new tender during the period of holiday.

8.0 If an unsuccessful bidder makes any vexatious, frivolous or malicious complaint against the tender process with the intention of delaying or defeating any procurement or causing loss to GAIL or any other bidder, such bidder will be put on holiday for a period of six months, if such complaint is proved to be vexatious, frivolous or malicious, after following the due procedure.

9. APPEAL AGAINST THE DECISION OF THE COMPETENT AUTHORITY:

(a) The party may file an appeal against the order of the Competent Authority for putting the party on Holiday list. The appeal shall be filed to Appellate Authority. Such an appeal shall be preferred within one month from the of receipt of Holiday order.

(b) Appellate Authority would consider the appeal and pass appropriate order which shall be communicated to the party as well as the Competent Authority.

(c) Appeal process may be completed within 45 days of filing of appeal with the Appellate Authority.

(d) “Appellate Authority” shall mean Committee of Directors consisting of Director (Finance) and Director (BD) for works centers under Director (Projects). For all other cases committee of Directors shall consist of Director (Finance) & Director (Projects).

10. ERRANT BIDDER

In case after price bid opening the lowest evaluated bidder (L1) is not awarded the job for any mistake committed by him in bidding or withdrawal of bid or modification of bid or varying any term in regard thereof leading to re-tendering, GAIL shall forfeit EMD paid by

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the bidder and such bidders shall be debarred from participation in re-tendering of the same job(s)/item(s).

Further, such bidder will be put on holiday for a period of six months after following the due procedure.

11. In case CBEC (Central Board of Excise and Customs)/ any equivalent Central Government agency/ State Government agency brings to the notice of GAIL that the Supplier of Goods / Services (Service Provider) has not remitted the amount towards GST (CGST & SGST/UTGST or IGST) collected from GAIL to the government exchequer, , then party will be put on holiday for a period of six months after following the due procedure.

Annexure-1 GAIL (India) Limited PERFORMANCE RATING DATA SHEET (FOR PROJECTS/ CONSULTANCY JOBS) i) Project/Work Centre : ii) Order/ Contract No. & date : iii) Brief description of Items : Works/Assignment iv) Order/Contract value (Rs.) : v) Name of Vendor/Supplier/ : CONSULTANT/ Consultant vi) Contracted delivery/ : Completion Schedule vii) Actual delivery/ : Completion date

Performance Delivery/ Completion Quality Reliability Total Parameter Performance Performance Performance# Maximum Marks 40 40 20 100 Marks Allocated

Note: Remarks (if any) PERFORMANCE RATING (**) Note : (#) Vendor/Supplier/CONSULTANT/Consultant who seek repeated financial assistance or deviation beyond contract payment term or seeking direct payment to the sub-vendor/sub- CONSULTANT due to financial constraints, then ‘0’ marks should be allotted against Reliability Performance. (*) Allocation of marks should be as per enclosed instructions Page 43 of 97

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(**) Performance rating shall be classified as under :

Sl. Range (Marks) Rating No. 1 60 & below POOR 2 61-75 FAIR 3 76-90 GOOD 4 More than 90 VERY GOOD Signature of Authorised Signatory:

Name:

Designation:

Instructions for allocation of marks

1. Marks are to be allocated as under :

1.1 DELIVERY/ COMPLETION PERFORMANCE 40 Marks

Delivery Period/ Delay in Weeks Marks Completion Schedule

a) Upto 3 months Before CDD 40 Delay upto 4 weeks 35 ” 8 weeks 30 ” 10 weeks 25 ” 12 weeks 20 ” 16 weeks 15 More than 16 weeks 0

b) Above 3 months Before CDD 40 Delay upto 4 weeks 35 ” 8 weeks 30 ” 10 weeks 25 ” 16 weeks 20 ” 20 weeks 15 ” 24 weeks 10 More than 24 weeks 0

1.2 QUALITY PERFORMANCE 40 Marks

For Normal Cases : No Defects/ No Deviation/ No failure: 40 marks

i) Rejection/Defects Marks to be allocated on 10 marks prorata basis for acceptable quantity as compared to total Page 44 of 97

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quantity for normal cases ii) When quality Failure of severe nature 0 marks failure endanger - Moderate nature 5 marks system integration - low severe nature 10-25 marks and safety of the system iii) Number of 1. No deviation 5 marks deviations 2. No. of deviations < 2 2 marks 3. No. of deviations > 2 0 marks

1.3 RELIABILITY PERFORMANCE 20 Marks

A. FOR WORKS/CONTRACTS

i) Submission of order acceptance, agreement, 4 marks PBG, Drawings and other documents within time

ii) Mobilization of resources as per Contract and in 4 marks time

iii) Liquidation of Check-list points 4 marks

iv) Compliance to statutory and HS&E requirements 4 marks

or

Reliability of Estimates/Design/Drawing etc. in case of Consultancy jobs

v) Timely submission of estimates and other 4 marks documents for Extra, Substituted & AHR items

B. FOR SUPPLIES

i) Submission of order acceptance, PBG, Drawings 5 marks and other documents within time

ii) Attending complaints and requests for after sales 5 marks service/ warranty repairs and/ or query/ advice (upto the evaluation period).

iii) Response to various correspondence and 5 marks conformance to standards like ISO iv) Submission of all required documents including 5 marks Test Certificates at the time of supply

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Annexure-III

ADDENDUM TO INSTRUCTIONS TO BIDDERS (INSTRUCTIONS FOR PARTICIPATION IN E-TENDER)

1. General

This section contains detailed instructions regarding bid submission procedure under GAIL’s e-tendering system (e-tender portal). Bidders are required to read the following instructions in addition to various instructions mentioned elsewhere in the bid document for e-tendering, Ready Reckoner and FAQs etc. The instructions mentioned herein related to bid submission procedure shall supersede and shall prevail over the conditions enumerated elsewhere in the bid/tender document.

Bidders who wish to participate in e-tenders must download ‘Ready Reckoner for bidders’ which contains instructions in respect of e-Tendering essentially covering security settings required for bidder’s PC / Laptop, uploading and checking the status of digital signature in the bidder’s PC / Laptop, obtaining unique login ID and password, re-setting the password, downloading of Tender document and uploading of Offer/Bid etc.

Further, the troubleshooting issues are also available in the form of FAQs which can be downloaded from E-Tender Portal.

2. About E-Tender Portal (Web)

GAIL (India) Ltd. has developed a secured and user friendly e-tender system enabling bidders to Search, View, Download tender document(s) directly from the portal https://etender.gail.co.in (referred hereunder as “E-Tender Portal”) and also enables the bidders to participate and submit online prices directly in the e-tender portal or uploading of SOR/Price Schedule (Price Bid) in note and attachment folder, as applicable, and technical bids in secured and transparent manner maintaining absolute confidentiality and security throughout the tender evaluation process and award.

3. Pre-requisite for participation in bidding process

The following are the pre-requisite for participation in e-Tendering Process:

3.1 PC/Laptop with Windows OS, Internet Explorer

Bidder must possess a PC / Laptop with Windows 7 professional operating system and Internet Explorer 8 or 9 for hassle free bidding. Bidder is essentially required to effect the security settings as defined in step-by-steps with screen shots in the document named “Ready Reckoner for Bidders” for e-tendering available on GAIL’s e-Tender Portal and can be downloaded without logging in.

3.2 Internet Broadband Connectivity

The Bidder must have a high speed internet connectivity (preferably Broadband) to access GAIL’s e-Tender Portal for downloading the Tender document and uploading/submitting the Bids.

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3.3 A valid e-mail Id of the Organization/Firm

Bidder must possess an e-mail Id, preferably of the Organisation (in case of a company)/Individual (in case of proprietorship concern)/Partner having Power of Attorney (in case of a partnership firm) to create login Id. The e-mail Id should not be changed frequently. All communication related to e-tendering including system generated mails shall be sent on this e-mail Id only. The communication to bidder is fully automated through the system and hence email-id of bidder is very important for online communication with bidder during various stages of tendering process and should be preferably common e-mail Id of the Organisation.

3.4 User ID and Password for new Bidder(s)

To participate in the bidding process, it is mandatory on the part of bidder(s) to have user Id and password. Without user Id (Login Id), bidders cannot participate in e-tender. There will be single login Id for a bidder/vendor code. A bidder having offices/establishments at different address at same city or at different cities shall have different vendor codes and accordingly, different user Ids as a particular user Id is linked to a particular vendor code.

To obtain User Id and Password Vendor/Bidder must visit https://etender.gail.co.in site and perform the following steps:

i) Click on button Request User Id (For new Bidders)

ii) Fill the on line self-registration form and submit. Ensure that the e-mail address given in the form is valid and active. If you have already been provided with the Vendor code of GAIL, please mention the 10 digit Vendor code in the specified field, otherwise leave blank.

iii) Ensure that all the mandatory fields (identified with a * mark) are filled in the self- registration form for User Id creation.

GAIL’s system administrator would take possible care to allot User Id and password within 3-4 working days. User Id and password will be communicated through system auto-generated e-mail as mentioned in the self-registration form. On receipt of User Id and password, please reset the password immediately by logging into GAIL’s E-tendering site.

User Id and password is unique for each vendor and the vendor can use the same to view/download/participate in all e-tenders of GAIL.

In their own interest, Bidder(s) are advised to apply for User Id immediately on publishing of tender or well in advance of the bid due date. User Id shall normally be issued within 3- 4 working days provided complete information has been furnished by the bidder in self- registration form. GAIL shall not be responsible for any delays in allocation of User Id/password and the ensuing consequences including but not limited to timely submission of bids.

3.5 Procedure for change of E-mail Id of the Bidder

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The e-mail-id of the bidder/Vendor Code is captured and registered in GAIL’s system when a bidder submits his request for user-id / password.

In case bidder desires for change in the registered e-mail id in GAIL’s system, the under mentioned steps may be followed:-

 Note the name, designation, e-mail id etc of the dealing officer from the tender document or from the “Contact Us” link available on the logon page of GAIL’s e - tender portal.

 Request for change in the registered e-mail id may be sent to the dealing officer on the company’s letter head through post/ courier/e-mail. Bidder is also requested to mention his vendor code / user Id in the letter.

3.6 About Digital Signature

(I) What is a Digital Signature?

This is a unique digital code which can be transmitted electronically and primarily identifies a unique sender. The objective of digital signature is to guarantee that the individual sending the message is who he or she really claims to be just like the written signature. The Controller of Certifying Authorities of India (CCA) has authorized certain Certifying Authorities (CA) to issue Digital Certificates. Digitally signed documents are legally valid as per the Indian IT Act 2000.

One Digital Certificate is valid for a specified period and can be used for digitally signing any number of documents.

(a) In case of Proprietorship/Partnership

Both i.e. (i) Class 3 Digital Signatures issued to authorized individuals on their KYC basis and (ii) Class 3b Digital Signatures issued to authorized individuals with their organization KYC basis are acceptable.

(b) In case of Firm/ Company

Only Class 3b Digital Signature is acceptable where individuals are using their digital signatures on behalf of the Organization and digital Signature should be in the name of authorized signatory who has signed the bid on behalf of bidder.

Bidder can submit only digitally signed documents/bids/offers, in GAIL’s e-tender portal.

(II) Why Digital Signature is required?

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In order to bid for GAIL e-tenders bidders are required to obtain a legally valid Digital Certificate as per Indian IT Act 2000 from the licensed Certifying Authorities (CA) operating under the Root Certifying Authority of India (RCAI), Controller of Certifying Authorities (CCA) of India.

(III) How to obtain Digital Signatures from Certifying Authority (CA)?

Valid Digital Certificate can be obtained from Certifying Agency (C.A). Information about CA’s can be obtained through CCA India website (http://www.cca.gov.in).

Digital Signatures can be obtained using following steps:

a) Visit the site of the licensed CA* using internet browser. b) Apply for a class 3b or class 3(as applicable) Digital Certificate with encryption/decryption facility. c) Follow the instructions on the CA’s website for submission of requisite documents for issue of the Digital Certificate and making payment.

*Links to some of the licensed CA's are provided below 1. http://www.ncodesolutions.com 2. http://www.sifycorp.com 3. http://www.tcs-ca.tcs.co.in 4. http://www.e-mudhra.com 5. http://www.nicca.nic.in 6. www.idrbtca.org.in

Note: The Digital signatures should be obtained directly from certifying authority (CA). Digital signature taken from Sub CA will not be acceptable in the e-tendering system.

GAIL/Owner reserves the right to verify the Authenticity of above digital signatures after bid opening and in case the digital signature is not authorized / valid, the bid will be rejected. Bidder shall be responsible for ensuring the validity of digital signatures and proper usage of the same.

4. How to submit On-line Bids/Offers electronically against E-tenders?

Bidders who wish to participate against e-tenders uploaded on GAIL’s e-tender website (https://etender.gail.co.in) (e-tender portal) should follow the steps mentioned in the “Ready Reckoner for Bidders for e-tendering” available on GAIL’s e-tender portal which shall guide them to Search, Display/View, Download and Submit electronic Bids/Offers online in a secured manner ensuring confidentiality.

5. How to search, view and download e-tender?

Bidders must go to e-tender website https://etender.gail.co.in and logon using their user-Id and password. In case bidders do not have the User Id and Password, they can access the e- tender as guest which does not require any user Id & Password. This facilitates viewing of tenders in display mode in Collaboration folder (C Folder). The bidder can also download the tender.

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6. Bidders are advised to ensure that their bids are uploaded in e-Tender system well before the closing date and time of bid submission by pressing “Submit” button. It has been seen that bidder who try to upload his bid at the last moment often failed because of last minute unforeseen reasons. Therefore, bidders are requested to upload & submit all documents (Technical/Un-Priced Bid and Priced Bid) well in advance and refrain from submitting their bid at the last moment. Once bid is submitted successfully, bidders shall receive a system generated response on their registered E-mail Id confirming successful submission of bid indicating ten digit response number starting from 9000…. (E-bid number).

Bidder can modify the bid already submitted prior to the due date and time of Bid submission.

7. Further, bidders are advised to carry out a practice session on the demo version of tendering as explained in Ready Reckoner to get well acquainted with the system before actual submission of bid.

8.0 Content of Bid

8.1 Un-Priced Bid

The Un-priced Bid (i.e. Part I – Technical Bid, refer ITB of tender for details) to be uploaded using Link “TECHNICAL DOCUMENT”. Bidders are advised to not upload duly filled Schedule of Rates/Price Schedule (Price Bid) at this link. For detailed instructions, Ready Reckoner for bidders may be referred.

Before the bid is uploaded, the bid comprising of all relevant documents mentioned in the tender document should be digitally signed in accordance with the Indian IT Act 2000. If any modifications are required to be made to a document thereafter the modified documents shall be again digitally signed before uploading.

Bidders are required to upload all Tender forms and supporting documents which form part of the bid/tender in the Collaboration Folder (C-Folder) under tender document of e-tender portal.

Uploading the documents relevant to bid before the bid submission date and time is the sole responsibility of the bidder. No Manual/Hard copy of bid is acceptable. Bids submitted manually shall be rejected.

Bidders are required to submit the Earnest Money Deposit (EMD)/Bid Bond in original in the prescribed formats and in the manner prescribed in the tender at the time of bid submission in sealed envelope.

However, if the bidder is unable to submit EMD/Bid Bond in original on the due date, he may upload scanned copy of the EMD/Bid Bond while submitting the bid electronically, provided the original EMD/Bid Bond, copy of which has been uploaded, is received within 7 (seven) days from the date of un-priced bid opening, failing which the bid will be rejected irrespective of their status / ranking in tender and notwithstanding the fact that a copy of the Earnest Money Deposit/Bid Bond was earlier uploaded by the bidder.

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The complete bid (each page) shall be continuously numbered in sequence, from start till end i.e. 1, 2, 3… n. The bid shall be uploaded along with proper index and indicating page numbers against each category of documents. A sample is suggested as under:

Sub-folder in Documents Page nos. C-Folder (for ref.) 1. INDEX Index 1 to a 2. TENDER DOC Tender Document, Corrigendum etc. a+1 to b 3. B.E.C BEC documents (including order, b+1 to c completion/ execution certificate, balance sheet, etc.) 4. UN-PRICED Un-priced Commercial offer/bid c+1 to d COMMERCIAL 5. EMD/POA Scanned copy of EMD/POA d+1 to e 6. FORMATS Formats of tender duly filed-in, signed e+1 to f and stamped and other 7. TENDER FEE Scanned copy of Tender fee/ Integrity f+1 to f / I.P. Pact (I.P.) 8. OTHERS Any other document g+1 to n

The above shall ensure that there are no missing documents and traceability of relevant section is ensured.

Note:

i) Bidder may save/store the bid documents in the PC/Laptop before submitting the bid into in e-tender portal. ii) Bidder is required to fill up the price(s)/rate(s) strictly in the Schedule of Rate (SOR)/Price Schedule attached with the tender.

Inadvertently, if a document is uploaded in Collaboration Folder (C Folder) by the bidders, such document can be deleted by the bidder and can be replaced by a digitally signed new/modified document prior to due date& time.

Un-priced techno-commercial bid document should be placed in the private area earmarked in the C-folder of Tender Document in e-tender portal.

8.2 Priced Bid

The Priced Bid (i.e. Part II – Price Bid, refer ITB for details) to be uploaded using Link “Step-3: SOR Attachments” and NOT using link “TECHNICAL DOCUMENT”. Bidders are advised not to upload any other documents and same shall be ignored. For detailed instructions, refer tender document and Ready Reckoner.

GAIL shall not be responsible for any failure on the part of the bidder in submission of Priced Bid.

Instructions mentioned under “PRICE BID [Online]” in Ready Reckoner shall be applicable in case Bidders have been asked to quote their prices on-line directly in the GAIL’s e-tender portal in addition to uploading of scanned copy of SOR or only the on-line price submission in the portal, as the case may be. Page 51 of 97

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9. E-Tender demo during pre-bid conference

During the pre-bid conference, GAIL shall also arrange demonstration for submission of bids in e-tender portal for interested bidders.

10. Submission of documents

Bidders are requested to upload small sized documents preferably (upto 20 MB) at a time to facilitate easy uploading into e-tender portal. GAIL shall not be responsible in case of failure of the bidder to upload documents/bids within specified time of tender submission.

11. Last date for submission of bids

System does not allow for submission or modification of bids beyond the deadline for bid submission. However, if the bidder for some reason intends to change the bid already entered, he may change/revise the same on or before the last date and time of submission. The system time displayed on GAIL’s e-tender webpage shall be final and binding on the bidders for all purposes pertaining to various events of the subject tender and no other time shall be taken into cognizance.

Bidders are advised in their own interest to ensure that bids are uploaded in e-tender system well before the closing date and time of bid.

12. Internet connectivity

If bidders are unable to access GAIL’s e-tender portal or Bid Documents, the bidders may please check whether they are using proxy to connect to internet or their PC is behind any firewall and may contact their system administrator to enable connectivity. Please note that Port SSL/443 should be enabled on proxy/firewall for HTTPS connectivity. Dial-up/Broad band internet connectivity without Proxy settings is another option......

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FORMS & FORMATS

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F-I BIDDER/CONSULTANT/EXPERT’S GENERAL INFORMATION

To M/s GAIL (India) Limited, B-35 & 36, Sector-1, Noida -20130, India.

1.0 Bidder/consultant/expert Offer No. & Date :

1-1 Bidder/consultant/expert Name :

1-2 Registered Address:

1-3 Operation Address if different from above:

1.4 Name of Contact Person:

1.5 Telephone Number

(Country Code) (Area Code) (Telephone Number)

1.6 E-mail address for correspondences

1.7 Fax Number

(Country Code) (Area Code) (Telephone Number)

1.8 ISO Certification, if any {If yes, please furnish details}

1.9 Numbers of years in operation

1.10 PAN No.

1.11 GST Registration No.

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

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F-2

BID FORM To …………… After examining/reviewing the Bidding Documents for including General and Special Conditions of Contract / Scope of Supply / Technical details and Price schedule etc. the receipt of which is hereby duly acknowledged, we, the undersigned, are pleased to offer to execute the whole of the Job for all specified items as per Price Schedule in conformity with, the said Bid Documents, including Addenda/Corrigenda Nos. . We confirm that this bid is valid for a period of Four (04) months from the date of opening of Techno- Commercial Bid, and it shall remain binding upon us and may be accepted by any time before the expiration of that period. Until a formal contract is prepared and executed, the bid together with your written acceptance thereof in your notification of award (Fax of Acceptance) shall constitute a binding contract between us. We understand that Bid Document is not exhaustive and any action and activity not mentioned in Bid Documents but may be inferred to be included to meet the intent of the Bid Documents shall be deemed to be mentioned in Bid Documents unless otherwise specifically excluded and we confirm to perform for fulfilment of Agreement and completeness of the Work in all respects within the time frame and agreed price. We understand that you are not bound to accept the lowest priced or any bid that you may receive.

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

Offer No. & Date: …………………………………………………………

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F-3

CERTIFICATE To ………….

Dear Sir, If we become a successful bidder/consultant/expert and pursuant to the provisions of the Bidding Documents award is given to us for , the following certificate shall be automatically enforceable:

“We agree and acknowledge that the Employer is entering into the Agreement solely on its own behalf and not on behalf of any other person or entity. In particular, it is expressly understood and agreed that the Government of India is not a party to the Agreement and has no liabilities, obligations or rights there under. It is expressly understood and agreed that the Employer is authorised to enter into Agreement, solely on its own behalf under the applicable laws of India. We expressly agree, acknowledge and understand that the Employer is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the Agreement. Accordingly, we hereby expressly waive, release and forego any and all actions or claims, including cross claims, VIP claims or counter claims against the Government of India arising out of the Agreement and covenants not to sue to Government of India as to any manner, claim, cause of action or things whatsoever arising of or under the Agreement.”

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

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F-4 PROFORMA FOR CONTRACT AGREEMENT

LOA No. GAIL / dated ------

GAIL’s PAN No. AAACG1209J

Contract Agreement for the work of ------of GAIL (INDIA) Ltd. made on ------between (Name and Address)------, hereinafter called the “CONSULTANT” (which term shall unless excluded by or repugnant to the subject or context include its successors and permitted assignees) of the one part and GAIL (INDIA) LIMITED hereinafter called the “EMPLOYER” (which term shall, unless excluded by or repugnant to the subject or context include its successors and assignees) of the other part.

WHEREAS

A. The EMPLOYER being desirous of having provided and executed certain work mentioned, enumerated or referred to in the Tender Documents including Letter Inviting Tender, General Tender Notice, General Conditions of Contract, Special Conditions of Contract, Specifications, Drawings, Plans, Time Schedule of completion of jobs, Schedule of Rates, Agreed Variations, other documents has called for Tender.

B. The CONSULTANT has inspected the SITE and surroundings of WORK specified in the Tender Documents and has satisfied himself by careful examination before submitting his tender as to the nature of the surface, strata, soil, sub-soil and ground, the form and nature of site and local conditions, the quantities, nature and magnitude of the work, the availability of labour and materials necessary for the execution of work, the means of access to SITE, the supply of power and water thereto and the accommodation he may require and has made local and independent enquiries and obtained complete information as to the matters and thing referred to, or implied in the tender documents or having any connection therewith and has considered the nature and extent of all probable and possible situations, delays, hindrances or interferences to or with the execution and completion of the work to be carried out under the CONTRACT, and has examined and considered all other matters, conditions and things and probable and possible contingencies, and generally all matters incidental thereto and ancillary thereof affecting the execution and completion of the WORK and which might have influenced him in making his tender.

C. The Tender Documents including the Notice Letter Inviting Tender, General Conditions of Contract, Special Conditions of Contract, Schedule of Rates, General Obligations, SPECIFICATIONS, DRAWINGS, PLANS, Time Schedule for completion of Jobs, Letter of Acceptance of Tender and any statement of agreed variations with its enclosures copies of which are hereto annexed form part of this CONTRACT though separately set out herein and are included in the expression “CONTRACT” wherever herein used.

AND WHEREAS

The EMPLOYER accepted the Tender of the CONSULTANT for the provision and the execution of the said WORK at the rates stated in the schedule of quantities of the work and finally approved by EMPLOYER (hereinafter called the "Schedule of Rates") upon the terms and subject to the conditions of CONTRACT.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:-

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1. In consideration of the payment to be made to the CONSULTANT for the WORK to be executed by him, the CONSULTANT hereby covenants with EMPLOYER that the CONSULTANT shall and will duly provide, execute and complete the said work and shall do and perform all other acts and things in the CONTRACT mentioned or described or which are to be implied there from or may be reasonably necessary for the completion of the said WORK and at the said times and in the manner and subject to the terms and conditions or stipulations mentioned in the contract.

2. In consideration of the due provision execution and completion of the said WORK, EMPLOYER does hereby agree with the CONSULTANT that the EMPLOYER will pay to the CONSULTANT the respective amounts for the WORK actually done by him and approved by the EMPLOYER at the Schedule of Rates and such other sum payable to the CONSULTANT under provision of CONTRACT, such payment to be made at such time in such manner as provided for in the CONTRACT. A N D

3. In consideration of the due provision, execution and completion of the said WORK the CONSULTANT does hereby agree to pay such sums as may be due to the EMPLOYER for the services rendered by the EMPLOYER to the CONSULTANT, such as power supply, water supply and others as set for in the said CONTRACT and such other sums as may become payable to the EMPLOYER towards the controlled items of consumable materials or towards loss, damage to the EMPLOYER'S equipment, materials construction plant and machinery, such payments to be made at such time and in such manner as is provided in the CONTRACT.

It is specifically and distinctly understood and agreed between the EMPLOYER and the CONSULTANT that the CONSULTANT shall have no right, title or interest in the SITE made available by the EMPLOYER for execution of the works or in the building, structures or work executed on the said SITE by the CONSULTANT or in the goods, articles, materials etc., brought on the said SITE (unless the same specifically belongs to the CONSULTANT) and the CONSULTANT shall not have or deemed to have any lien whatsoever charge for unpaid bills will not be entitled to assume or retain possession or control of the SITE or structures and the EMPLOYER shall have an absolute and unfettered right to take full possession of SITE and to remove the CONSULTANT, their servants, agents and materials belonging to the CONSULTANT and lying on the SITE.

The CONSULTANT shall be allowed to enter upon the SITE for execution of the WORK only as a licensee simpliciter and shall not have any claim, right, title or interest in the SITE or the structures erected thereon and the EMPLOYER shall be entitled to terminate such license at any time without assigning any reason. The materials including sand, gravel, stone, loose, earth, rock etc., dug up or excavated from the said SITE shall, unless otherwise expressly agreed under this CONTRACT, exclusively belong to the EMPLOYER and the CONSULTANT shall have no right to claim over the same and such excavation and materials should be disposed off on account of the EMPLOYER according to the instruction in writing issued from time to time by the ENGINEER-IN-CHARGE.

In Witness whereof the parties have executed these presents in the day and the year first above written.

Signed and Delivered for and on Signed and Delivered for and on behalf of EMPLOYER. on behalf of the CONSULTANTs.

GAIL (INDIA) LIMITED (NAME OF THE CONSULTANT) ______

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______

Date :______Date :______

Place:______Place:______

IN PRESENCE OF TWO WITNESSES

1.______1. ______

2.______2. ______

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F-5 PERFORMANCE SECURITY (CONTRACT PERFORMANCE BANK GUARANTEE) [NOT APPLICABLE FOR SUBJECT TENDER]

(TO BE STAMPED IN ACCORDANCE WITH STAMP ACT)

REF.

Bank Guarantee No.:

Date: To

GAIL ( India) Limited ______

Dear Sirs,

In consideration of the GAIL ( India) Limited, New Delhi (India) (herein referred to as the OWNER which expression shall unless repugnant to the context or meaning thereof include successors, administrators and assigns) having awarded to M/s______having principal office at ______(hereinafter referred to as the “CONSULTANT” which expression shall unless repugnant to the context or meaning thereof include their respective successors, administrators, executors and assigns) the work of ------by issue of OWNER Order No.______dated______and the same having been accepted by the Consultant resulting into CONTRACT for ------as per above referred Order having a total value of ______for the work of ------and the CONSULTANT having agreed to provide a Contract Performance and warranty guarantee for faithful performance of the aforementioned Contract to Owner.

We (bank) ______having Head Office at (hereinafter referred to as the Bank, which expressly shall, unless repugnant to the context or meaning thereof include successors, administrators, executors and assigns) do hereby guarantee to undertake to pay the OWNER on demand any and all moneys payable by the Consultant to the extent of 5%(Five percent) of the Contract Prices as aforesaid at any time up to ______without a reference to the CONSULTANT. Any such demand made by OWNER on bank shall be inclusive and binding not withstanding any difference between OWNER and CONSULTANT discharges this guarantee. OWNER and CONSULTANT or any dispute pending before any Court, Tribunals, arbitrators or any other Authority.

The bank undertakes not to revoke this guarantee during its currency without previous consent of OWNER and further agrees that the guarantee herein contained shall continue to be enforceable till the OWNER discharges this guarantee. OWNER shall have the fullest liberty without affecting in any way the liability of the BANK under this guarantee from time to time to extend the time for performance by CONSULTANT of the afore mentioned CONTRACT, OWNER shall have the fullest liberty, without affecting this guarantee, to postpone from time to time the exercise of any power vested in them or of any right which they might have against CONSULTANT, and to exercise the same at any time in any manner, and either to enforce to forebear to enforce any covenants contained or implied, in the aforementioned CONTRACT between OWNER and Page 60 of 97

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CONSULTANT or any other course of or remedy or security available to OWNER. The BANK shall not be released of its obligations under these presents by any exercise by OWNER of its liability with reference to the matters aforesaid or any of them or by reason or any other acts of omission or commission on the part of OWNER or any other indulgence shown by OWNER or by any other matter or thing whatsoever which under law would, but for this provision, have the effect or relieving the BANK. The BANK also agrees that OWNER at its option shall be entitled to enforced this Guarantee against the Bank as a Principal debtor, in the first instance without proceeding against CONSULTANT and notwithstanding any security or other guarantee that OWNER may have in relation to the CONSULTANT’S liabilities. Notwithstanding anything contained herein above our liability under this Guarantees restricted to AND it shall remain in force upto and including ______and shall be extended from time to time for such period as may be desired by the CONSULTANT on whose behalf this Guarantee has been given.

Therefore, we hereby affirm that we are guarantors and responsible to you on behalf of the Consultant up to a total amount of (amount of guarantees in words and figures) and we undertake to pay you, upon your first written demand declaring the Consultant to be in default under the contract and without caveat or argument, any sum or sums within the limits of (amount of guarantee) as aforesaid, without your needing to prove or show grounds or reasons for your demand or the sum specified therein.

This guarantee is valid until the ______day of ______200

We have power to issue this guarantee in your favour under memorandum and Article of Association and the undersigned has full powers to do so under the Power of Attorney/Resolution of the Board of Directors dated ______accorded to him by the bank. Dated The ______day of ______200

WITNESS: (SIGNATURE)

(SIGNATURE) BANK RUBBER (NAME) STAMP (OFFICIAL SEAL) (NAME) Designation with bank stamp Plus Attorney as per Power Of Attorney/Resolution Board of Directors Date:

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F-6 BRIEF SUMMARY OF AGREED TERMS AND CONDITIONS

Bidder’s Name M/s ...... Bid Document No...... Offer Ref......

This Questionnaire duly filled in should be returned along with each copy of Un-priced Bid. Clauses confirmed hereunder should not be repeated in the Bid. ------S. No. Description Bidder's Confirmation ------1. It is noted that deviations to Terms & Conditions shall lead to rejection of offer, as specified in the Bid Document.

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

3. Ensure & confirm that quoted prices are inclusive of all taxes, duties, levies etc. as applicable under this contract including all costs towards carrying out any surveys, travel to India, site visits by it’s personnel, stay in India, boarding, lodging, incidental expenses etc. required for Project work.

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

5. Bidder’s name and address

6. Confirm that quoted prices shall remain firm till completion of Project.

7. Please confirm the quoted prices are in Indian Rupees / US $ / Home Currency of the bidder.

8. Confirm acceptance of Completion period as per requirement Specified in Bid Document (to be reckoned from date of Fax of Intent)

9. Confirm complete technical literatures/ catalogues and Users reference list submitted along with offer.

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S.No. Description Bidder's Confirmation ------

10. Confirm acceptance of Price Reduction Schedule (PRS) for delay in completion beyond contractually agreed completion schedule as specified in the Bid Document.

11. Confirm that in case of delay in completion beyond contractual completion date the invoice shall be submitted for the amount duly reduced to the extent of PRS against each phase.

12. Confirm in case of delay in completion beyond contractual completion date, any new or additional taxes and duties imposed shall be to Consultant’s account.

13. Confirm acceptance of relevant Terms of Payment as specified in the Bid Document. [Payment terms indicated in Bid Document do not provide for any advance payment to be made to the bidder(s)].

15. Confirm that Contract Performance Bank Guarantee (CPBG) for 5% of order/contract value shall be furnished within 30 days of Fax of Intent, valid for 3 months beyond the expiry of Guarantee/Warranty period as per terms of Bid Document.

16. Confirm acceptance in toto of the Terms & Conditions contained in-

i) Instructions to Bidders

ii) General Conditions of Contract (GCC).

iii) Scope of work & Deliverables.

iv) All other commercial documents/ attachments of Bid Document.

a) In case of reservations, confirm that clause wise comments have been specified as annexure to this format.

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S.No. Description Bidder's Confirmation ------

b) All the terms & conditions have been indicated in this format (including annexure, if any) and have not been repeated in the bid elsewhere. It is noted that Terms & Conditions indicated elsewhere including any printed Terms & Conditions, shall not be considered by Owner.

17. The bidder is required to state whether any of the Directors of bidder is not a relative of any Director of Owner or the Bidder is a firm in which any Director of Owner or his relative is a partner or the Bidder is a private company in which any Director of Owner is a member or Director.

18. All correspondence must be in English Language only.

19. Indicate Name & Contact No. (Telephone/Fax No.) of person(s) to whom queries, if any, are to be addressed against your bid.

20. Owner reserves the right to make any change in the terms & conditions of the Bid Document and to reject any or all bids including those received late or incomplete.

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

BIDDER CONFIRMS THAT IN CASE OF CONFLICTING VERSION OF VARIOUS TERMS & CONDITIONS AT DIFFERENT PLACES, THE CONFIRMATION FURNISHED AS ABOVE SHALL BE CONSIDERED OVER-RIDING AND FINAL AND ANY OTHER DEVIATION INDICATED ELSEWHERE SHALL BE TREATED AS REDUNDANT.

Signature ______Name ______Designation ______Office Stamp ______Tel No. ______Fax No. ______

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F-7

Proforma of Letter of Authority for Attending the Bid Opening / Signing the Agreement

No. Date:

GAIL (India) Limited ______

Attn:

Sub: Tender No.

Dear Sirs,

We...... do hereby confirm that Mr. (name and address) ______is/are authorised to represent us for bid opening and signing of the Agreement on our behalf with you against your above cited tender for………………………………………..

We confirm that we shall be bound by all and whatsoever our representatives shall commit.

Yours faithfully

Signature

Name and Designation for & on behalf of BIDDER ______

Note:

This letter of Authority should be on the letterhead of the Bidders and should be signed by a person competent and having the power of attorney (power of attorney shall be annexed) to bind the bidder.

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F-8 BIDDER’S EXPERIENCE

Sl. Experience in similar Company Name Contract Number & Value No. jobs Year

______Signature ______Name ______Designation ______Office Stamp _

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Bidders should ensure that bidding document is complete in all respects. In the event that the bidding document or any part thereof is mutilated or missing, the bidder shall notify GAIL immediately at the following address:

GAIL ( India) Limited ______Attn.: ______Tel: Fax:

In the event such written notice is not received at the aforementioned office within seven (7) days from the date of issue of the bidding document to the bidder, the bidding documents received by the bidder shall be deemed to be complete in all respects. No extension of time shall be granted under any circumstances to any bidder for submission of its bid on the grounds that the bidder did not obtain a complete set of the bidding document.

GAIL makes no representation or warranty, express or implied, as to the accuracy, correctness and completeness of the information contained in the bidding documents.

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SECTION IV GENERAL CONDITIONS OF CONTRACT

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In this Document, as hereunder defined, the following terms and expressions shall have the meaning hereby assigned to them except where the context otherwise requires:

AGREEMENT means the agreement concluded on non-judicial stamp paper between GAIL and Consultant for Services as per this PROPOSAL/BID.

GAIL/OWNER shall mean GAIL (India) Limited

GAIL'S REPRESENTATIVE means the person appointed or authorized from time to time by GAIL for execution of the contract.

CONSULTANT'S REPRESENTATIVE means the person appointed from time to time by CONSULTANT for execution of the Contract.

ENGINEER-IN-CHARGE/EXECUTIVE-IN-CHARGE shall mean the person designated from time to time by the GAIL and shall include those who are expressly authorized by him to act for and on his behalf for operation of this CONTRACT.

SIGN OFF means a recorded statement for completion of a milestone/major activity by Consultant as envisaged in this document and accepted by GAIL.

CONTRACT shall mean Letter of Acceptance and all attached exhibits and document referred to therein and all terms and conditions thereof together with any subsequent modifications thereto.

SERVICES mean the duties to be performed and the services to be rendered by Consultant according to the terms and conditions of the Contract.

HEADINGS the headings appearing herein are for convenience only and shall not be taken in consideration in the interpretation or construction of the Contract.

SINGULAR AND PLURAL WORDS importing the singular only also include the plural and vice-versa where the context requires.

ARTICLE 3.2.0: PERFORMANCE OF DUTIES AND SERVICES BY CONSULTNT

3.2.1 Consultant shall perform its Services in full accordance with the terms and conditions of the Contract and any applicable local laws and regulations and shall exercise all reasonable professional skill, care and diligence in the discharge of said Project work.

Consultant shall in all professional matters act as a faithful advisor to GAIL, and will provide all the expert commercial/technical advice and skills which are normally required for the class of Services for which it is engaged.

Consultant, its staff, employees shall carry out all its responsibilities in accordance with the best professional standards.

Consultant shall prepare and submit documents /reports etc. in due time and in accordance with the Proposal/bid Conditions.

3.2.2 Consultant will maintain for the performance of the Contract, personnel as determined to be responsible for carrying out this job and such persons shall not be replaced or substituted without written approval of GAIL.

ARTICLE 3.3.0: GAIL'S REPRESENTATIVE

3.3.1 GAIL shall nominate its Representative(s) who shall be entitled to act on behalf of GAIL with respect to any decision it is empowered to make. The bill / invoice of Consultant will be certified for payment by such representatives.

ARTICLE 3.4.0: CONSULTANT’S REPRESENTATIVE

3.4.1 Consultant shall nominate a qualified and experienced person as its Representative who will be the contact person between GAIL and Consultant for the performance of the Contract. This nomination shall be done within ten (10) days after the coming into force of the Contract. Consultant shall notify GAIL in writing prior to the appointment of a new representative. Consultant's Representative may be replaced only with GAIL's consent after getting approved his CV’s from GAIL.

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3.4.2 Consultant’s Representative shall be entitled to act on behalf of Consultant with respect to any decisions to be made under the Contract.

ARTICLE 3.5.0: PAYMENT TERMS

3.5.1 GAIL shall pay for the services rendered as per stipulation in the proposal/bid through E-Banking only (through ICICI Bank, HDFC Bank or State Bank of India). All Bank charges of consultant’s Bankers shall be to the consultant’s account.

3.5.2 Consultant will invoice GAIL according to the terms and conditions provided in the proposal/bid.

3.5.3 Payment terms will be as follows:

3.5.3.1 For all consultancy jobs for preparation of

reports, Payment terms will be as follows:

- 60 % on submission & acceptance of Draft report.

Where outsourcing will be required, payment will be released on the basis of Milestones achieved within 60% such as submission of report for market survey, etc. The payment for such milestones will be restricted to actual payment made to outsourced agency/ies subject to 40% within 60% limit.

- 40% on submission & acceptance of final report.

Where EMP/EIA/RRA is involved, the 40% payment will be divided as follows:-

- 20% on submission and acceptance of final DFR/Report

- 20% on submission and acceptance of EMP/EIA/RRA

If acceptance is not conveyed within 30 days, it will be presumed to be accepted.

3.5.3.2 For Acquisition/Due diligence consultancy cases

Payment terms will be as follows:

Stages Payment (%age of lumpsum price) a) On submission and acceptance of draft report 40% b) On submission and acceptance of Final report by GAIL 20% c) On formulation and submission of Bid 15% d) On negotiations, deal finalization and deal execution 25%

If acceptance is not conveyed within 30 days, it will be presumed to be accepted.

GAIL reserves the right to enter into the next Stage or terminate the contract at the completion of the previous Stage as indicated above and submission of all the deliverables pertaining to the Stage completed. In such case the payment to the Consultant shall be restricted to payments payable for the Stage completed as indicated above.

3.5.3.3 FOR PMC JOBS/ PROJECT QUALITY CONSULTANTS

Payment terms shall be as follows:

- 95% on completion of Milestones against each activity of Project as identified in the scope of work progressively based on Fortnightly invoices

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3.5.3.4 For Back-up Consultants for Project Monitoring and for Third Party Inspection Services, payment will be based on Manday Rate (per diem)

3.5.4 In case of disputes concerning invoice(s), GAIL shall return said invoice(s) to Consultant within fifteen (15) days from its/their receipt specifying in writing the reasons for its / their rejection.

 GAIL shall pay the undisputed amount of the invoice(s) according to Article - 3.5.3 hereof.

 The disputed amount, if any, shall be paid after mutual settlement between GAIL and Consultant.

 Total or partial rejection of the invoice(s) shall not release Consultant from any of its obligations under the Contract.

ARTICLE 3.6.0: PERFORMANCE GUARANTEE

3.6.1 Consultant shall submit to GAIL an unconditional, irrevocable and on first demand guarantee from any Indian scheduled bank or a branch of an International bank situated in India and registered with Reserve Bank of India as scheduled foreign bank. However, other than the Nationalized Indian Banks, the banks whose BGs are furnished, must be commercial banks having net worth in excess of Rs. 100 Crores and a declaration to this effect should be made by such commercial bank either in the bank guarantee itself or separately on a letter head.

The value of Contract Performance Guarantee shall be 5% of contract value for the due performance of the Contract. The Contract Performance Guarantee shall be valid for a period of three months beyond the guarantee/warranty period of the contract. The format of performance guarantee is annexed hereto . All expenses incurred in obtaining of such guarantee shall be borne by Consultant.

3.6.2 In case of extension of completion period, Consultant shall be required to extend the performance guarantee for an appropriate period of time as per contractual requirements.

ARTICLE 3.7.0: CONFIDENTIALITY

3.7.1 Consultant shall treat all matters in connection with the Contract as strictly confidential and undertakes not to disclose, in any way, information, documents, technical data, experience and know-how given to him by GAIL without the prior written consent of GAIL.

3.7.2 Consultant further undertakes to limit the access to confidential information to those of its employees, Implementation Partners who reasonably require the same for the proper performance of the Contract provided however that Consultant shall ensure that each of them has been informed of the confidential nature of the confidentiality and non-disclosure provided for hereof.

ARTICLE 3.8.0: TAXES AND DUTIES

3.8.1 Consultant shall pay any and all taxes including GST, duties, levies etc. which are payable in relation to the performance of the Contract. The quoted price shall be inclusive of all such taxes and duties.

3.8.2 Statutory variation in taxes (CST, LST, WCT, withholding tax, GST etc.) and duties, if any, within the contractual completion period shall be borne by GAIL. No variation in taxes duties or levies other than statutory taxes & duties shall be payable.

3.8.3 Consultant will not claim from GAIL any taxes paid by him.

3.8.4 GAIL shall deduct Income tax at source at applicable rates.

ARTICLE 3.9.0: RESOLUTION OF DISPUTES / ARBITRATION 3.9.1 GAIL and Consultant shall make every effort to resolve amicably by direct informal negotiations any disagreement or dispute arising between them under or in connection with the Contract.

3.9.2 All disputes, controversies, or claims between the parties (except in matters where the decision of the Executive/Engineer-in-Charge is deemed to be final and binding) which cannot be mutually resolved within a reasonable time shall be referred to Arbitration by sole arbitrator.

GAIL shall suggest a panel of three independent and distinguished persons to the other party (Consultant) to select any one among them to act as the sole Arbitrator.

In the event of failure of the other party to select the Sole Arbitrator within 30 days from the receipt of the

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The award of the Sole Arbitrator shall be final and binding on the parties and unless directed/awarded otherwise by the Sole Arbitrator, the cost of arbitration proceedings shall be shared equally by the PARTIES. The arbitration proceeding shall be in English language and the venue shall be at New Delhi, India.

Subject to the above, the provisions of (Indian) Arbitration & Conciliation Act, 1996 and the rules framed there- under shall be applicable. All matters relating to this contract are subject to the exclusive jurisdiction of the Courts situated in the State of Delhi (India).

3.9.3 Consultant may please note that the Arbitration & Conciliation Act 1996 was enacted by the Indian Parliament and is based on United Nations Commission on International Trade Law (UNCITRAL model law), which were prepared after extensive consultation with Arbitral Institutions and centers of International Commercial Arbitration. The United Nations General Assembly vide resolution 31/98 adopted the UNCITRAL Arbitration rules on 15 December 1996.

In case of Government Public Sector Undertakings, the clause shall be applicable as per Government guidelines.

ARTICLE 3.10.0: LEGAL CONSTRUCTION

3.10.1 Subject to the provisions of this Article, the Contract shall be, in all respects, constructed and operated as an Indian Contract and in accordance with Indian Laws as in force for the time being and is subject to and referred to the Court of Law situated at New Delhi.

ARTICLE 3.11.0: SUSPENSION OF THE PERFORMANCE OF DUTIES AND SERVICES

3.11.1 GAIL may suspend in whole or in part – the performance of services of Consultants any time upon giving not less than fifteen (15) days notice.

3.11.2 Upon notice of suspension, Consultant shall suspend immediately the services and reduce expenditure to a minimum to be agreed upon by both the parties.

3.11.3 Upon suspension of the performance of services, Consultant shall be entitled to reimbursement of the costs which shall have been actually incurred prior to the date of such suspension. However, the total reimbursement shall be restricted to contract price.

3.11.4 By fifteen days prior notice, GAIL may request Consultant to resume the performance of the services, without any additional cost to GAIL.

3.11.5 In case of suspension of work by consultant on GAIL’s request for more than 10 days, demobilization and remobilization charges will be paid to consultant as per Schedule of Rates.

3.11.6 If the suspension of the duties and services exceeds six months, either party shall be entitled to terminate contract according to Article 3.16 hereunder.

ARTICLE 3.12.0: PRICE REDUCTION SCHEDULE (PRS)

3.12.1 In case Consultant fails to complete the services within stipulated period then unless such failure is due to force majeure as defined in Article 3.19 hereinafter or due to GAIL’s default, there will be a reduction in contract price @ 1/2% for each week of delay or part thereof subject to maximum of 5 % of contract price.

GAIL may without prejudice to any methods of recovery, deduct the amount of such PRS from any money due or which may at any time become due to Consultant from its obligations and liabilities under the contract or by recovery against the Performance Bank Guarantee. Both Consultant and GAIL agree that the above percentage of price reduction are genuine pre-estimates of the loss/damage which GAIL would have suffered on account of delay/ breach on the part of Consultant and the said amount will be payable on demand without there being any proof of the actual loss/or damage caused by such breach/delay. A decision of GAIL in the matter of applicability of price reduction shall be final and binding.

ARTICLE 3.13.0: ASSIGNMENT

3.13.1 Consultant shall not have the right to assign or transfer the benefit and obligations of the contract or any part thereof to the third party without the prior express approval in writing of GAIL which it shall do at its discretion. However, in event of that all legal/contractual obligations shall be binding on Consultant only.

ARTICLE 3.14.0: INDUSTRIAL AND INTELLECTUAL PROPERTY Page 72 of 97

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3.14.1 In order to perform the services, Consultant must obtain at its sole account, the necessary assignments, permits and authorizations from the titleholder of the corresponding patents, models, trademarks, names or other protected rights and shall keep GAIL harmless and indemnify GAIL from and against claims, proceedings, damages, costs and expenses (including but not limited to legal costs) for and/or on account of infringements of said patents, models, trademarks names or other protected rights.

3.14.2 All documents, report, information, data etc. collected and prepared by Consultant in connection with the scope of work submitted to GAIL will be property of GAIL.

3.14.3 Consultant shall not be entitled either directly or indirectly to make use of the documents, reports given by GAIL for carrying out of any services with any third parties.

3.14.4 Consultant shall not without the prior written consent of GAIL be entitled to publish studies or descriptive article with or without illustrations or data in respect of or in connection with the performance of services.

ARTICLE 3.15.0: LIABILITIES

3.15.1 Without prejudice to any express provision in the contract, Consultant shall be solely responsible for any delay, lack of performance, breach of agreement and/or any default under this contract.

3.15.2 Consultant shall remain liable for any damages due to its gross negligence within the next 12 months after the issuance of the provisional acceptance certificate of the contract.

3.15.3 The amount of liability will be limited to 10% of the contract value.

ARTICLE 3.16.0: TERMINATION OF CONTRACT

3.16.1 Termination for Default

GAIL reserves its right to terminate / short close the contract, without prejudice to any other remedy for breach of CONTRACT, by giving one month notice if Consultant fails to perform any obligation(s) under the CONTRACT and if Consultant, does not cure his failure within a period of 30 days (or such longer period as GAIL may authorize in writing) after receipt of the default notice from GAIL.

3.16.2 Termination for Insolvency

GAIL may at any time terminate the CONTRACT by giving written notice without compensation to Consultant, if Consultant becomes bankrupt or otherwise insolvent, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to GAIL.

3.16.3 Termination for convenience

GAIL may by written notice sent to consultant, terminate the contract, in whole or part, at any time for its convenience. However, the payment shall be released to the extent to which performance of work executed as determined by GAIL till the date upon which such termination becomes effective.

ARTICLE 3.17.0: MODIFICATION

3.17.1 Any modification of or addition to the contract shall not be binding unless made in writing and agreed by both the parties.

ARTICLE 3.18.0: CONTRACT/AGREEMENT

3.18.1 The notification of award along with agreement on non judicial stamp paper of appropriate value of as per proforma (Format-F-14 ) within 15 days from the date of receipt of LOI, the cost of stamp paper is to be borne by Consultant, and its enclosures shall constitute the contract between the parties and supersedes all other prior agreements, arrangements and communications, whether oral or written, between the parties relating to the subject matter hereof.

ARTICLE 3.19.0: FORCE MAJEURE

Shall mean and be limited to the following: a) War/hostilities b) Riot or Civil commotion c) Earthquake, flood, tempest, lightening or other natural physical disaster.

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CONSULTANT shall advise GAIL by a registered letter duly certified by the local Chamber of Commerce or statutory authorities, the beginning and end of the above causes of delay within seven (7) days of the occurrence and cessation of such Force Majeure Conditions. In the event of delay lasting over one month, if arising out of causes of Force Majeure, GAIL reserves the right to cancel the Contract and the provisions governing termination stated under Article 3.16 shall apply.

For delays arising out of Force Majeure, Consultant shall not claim extension in completion date for a period exceeding the period of delay attributable to the causes of Force Majeure and neither GAIL nor Consultant shall be liable to pay extra costs provided it is mutually established that Force Majeure Conditions did actually exist.

Consultant shall categorically specify the extent of Force Majeure Conditions prevalent in their works at the time of submitting their bid and whether the same have been taken into consideration or not in their quotations. In the event of any force majeure cause, Consultant or the GAIL shall not be liable for delays in performing their obligations under this order and the completion dates will be extended to Consultant without being subject to price reduction for delayed completion, as stated elsewhere.

ARTICLE 3.20.0: RECTIFICATION PERIOD

All services shall be rendered strictly in accordance with the terms and conditions stated in the Contract.

No deviation from such conditions shall be made without GAIL’S agreement in writing which must be obtained before any work against the order is commenced. All services rendered by Consultant pursuant to the Contract (irrespective of whether engineering, design data or other information has been furnished, reviewed or approved by GAIL) are guaranteed to be of the best quality of their respective kinds.

Consultant shall rectify at his own cost any mistake in assumption of any data in the study or use of wrong data or faulty study observed within twelve months of the acceptance of his report and will submit the rectified report incorporating the changes wherever applicable within 30 days of observance of mistake.

ARTICLE 3.21.0: SUB CONTRACT

Any sub contract to be made by the CONSULTANT relating to the services shall be made only to such extent and with such duly qualified specialists and entities as shall be approved in writing in advance by GAIL. Upon the request of GAIL, the consultant shall submit for GAIL’s prior approval, the terms of reference or any amendment thereof for such sub CONSULTANT’s SERVICES. Notwithstanding such approval, the consultant shall remain fully responsible for the performance of services under the CONTRACT.

ARTICLE 3.22.0: NOTICES

3.22.1 Any notice given by one party to the other pursuant to the CONTRACT shall be sent in writing or by telegram or fax, telex/cable confirmed in writing. 3.22.2 A notice shall be effective when delivered or on the notice’s effective date, whichever is later.

ARTICLE 3.23.0: ACQUISITION OF DATA

If required, CONSULTANT shall be responsible for carrying out any surveys and acquisition of all data from necessary sources. GAIL, if requested in writing by CONSULTANT, may assist the consultant in the said acquisition by way of issue of recommendatory letters only. All requisite clearances, co-ordination, fees, charges, etc. and compliance to the local laws required for completion of the job shall be the responsibility of the CONSULTANT.

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SECTION V

TERMS OF REFERENCE

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TERMS OF REFERENCE

Index

Chapter Title

A. INTRODUCTION B. SPECIAL CONDITIONS OF CONTRACT & SCOPE OF WORK

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A. INTRODUCTION

GAIL OVERVIEW

GAIL (India) Limited, is Government of India's flagship Natural Gas company, integrating all sub- businesses of the Natural Gas value chain (including Exploration & Production, Processing, Transmission, Distribution, LNG and Gas Marketing) and related services. Today, GAIL's Business Portfolio includes:  8500 km of Natural Gas high pressure trunk pipeline with a capacity to carry more than 200 MMSCMD of natural gas across the country  7 LPG Gas Processing Units to produce 1.2 MMTPA of LPG and other liquid hydrocarbons  North India's only gas based integrated Petrochemical complex at Pata with a capacity of producing 410000 TPA of Polymers (further being expanded to 900,000 TPA capacity)  Over 1900 km of LPG Transmission pipeline network with a capacity to transport 3.8 MMTPA of LPG  29 oil and gas Exploration blocks and 3 Coal Bed Methane Blocks  13,000 km of OFC network offering highly dependable bandwidth for telecom service providers  Joint venture companies in Delhi, Mumbai, Hyderabad, Kanpur, , , Bhopal, Agartala and Pune, for supplying Piped Natural Gas (PNG) to households and commercial users, and Compressed Natural Gas (CNG) to the transport sector. Also GAIL’s wholly owned subsidiary, GAIL Gas Limited is executing city gas in 4 cities - Kota, Dewas, Sonepat and Meerut.  Participating stake in the Dahej LNG Terminal and the upcoming Kochi LNG Terminal in Kerala  GAIL has been entrusted with the responsibility of reviving the LNG terminal at Dabhol as well as sourcing of LNG for the same  Established presence in the CNG and City Gas sectors in Egypt through equity participation in three Egyptian companies: Fayum Gas Company SAE, Shell CNG SAE and National Gas Company SAE.  Stake in China Gas Holding to explore opportunities in the CNG sector in mainland China  A wholly-owned subsidiary company GAIL Global (Singapore) Pte Ltd in Singapore Note: Please visit the URL www.gailonline.com to know about various details of the company.

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SPECIAL CONDITION OF CONTRACT (SCC) AND SCOPE OF WORK (SOW)

PREAMBLE: GAIL has completed more than three decades of an eventful journey. Starting with natural gas Transmission Company, it is today an integrated energy company along the natural gas value chain with global footprints. GAIL is India’s largest natural gas company having a market share of 79% in natural gas transmission and 70% in natural gas marketing. Apart from natural gas transmission, distribution and processing, the Company has diversified business interests in LPG transmission, petrochemicals, city gas projects and Exploration and Production activities. The Company has presence in Egypt and China through city gas projects and in Myanmar and Oman in E & P. GAIL has set up a wholly- owned subsidiary company viz. GAIL Global (Singapore) Pte. Ltd. in Singapore.

LIST OF WORKS TO BE TAKEN UP GAIL intends to execute following works at its residential colony GAIL Vihar and Compressor station Dibiyapur

i). Construction of Sewage treatment plant and laying pipe line network for watering horticulture work with treated water of acceptable limit.at GAIL Vihar ii). Construction of indoor badminton court at GAIL Vihar. iii). Renovation of Houses at GAIL Vihar. iv). Laying of domestic water supply line at GAIL Vihar. v) Installation of sprinkler and drip irrigation system at GAIL Vihar for horticulture works. vi) Renovation of club, Guest House and Hostels at GAIL Vihar. vii) Water proofing of roofs of GAIL Vihar houses. viii) Any other civil related new or renovation type work which is required to execute as per the Instructions of management. ix) Laying of HDPE water pipe line for domestic water supply at Compressor station. x)) Any other civil related new or renovation type work which is required to execute as per the Instructions of management.

For this purpose bids are invited for selection of Architect and technical consultant who shall be broadly responsible for-

“Architectural planning, design including various services and providing project management services including engineering, procurement & inspection of bought out items, construction management services from concept to completion”.

1.0 GENERAL:

The special Conditions of contract shall be read in conjunction with General conditions of contract enclosed herewith.

2.0 ORDER OF PRECEDENCE:

In the case of ambiguity in schedule of rates, Special terms, General Conditions of Contract, Scope of work etc., the following order of precedence will prevail:

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a) Fax of Intent / detailed Letter of Award along with statement of agreed variations and its enclosures and any corrigendum / addendum/ schedule of rates. b) Instruction to Bidders c) Special terms, Scope of Work & deliverables. d) General Conditions of Contract.

3.0 LOCATION:

3.1 GAIL Vihar and Compressor Station Dibiyapur is situated at a distance of 3 - 4 kms from Phaphund Railway Station, U.P. (India) on - Kanpur section of Howrah - Delhi main railway line. The nearest airport is Kanpur/Lucknow. The proposed works shall be executed in residential township of GAIL, Dibiyapur namely GAIL Vihar, Dibiyapur about 4 KMs from Phaphund railway station.

3.2 The bidder shall be deemed to have inspected the site thoroughly and acquainted himself with the site conditions, availability of storage for materials, work areas available for construction, disposal / stacking of surplus earth from excavation of all kinds of soil/ rocks and acquainted himself with the general nature of the site, sub soil water table and its other features likely to affect his tender and the construction of the works. No claim/ extension of time whatsoever shall be entertained on account of prevailing site conditions.

4.0 SCOPE OF WORK:

Description of work should be read as “Architectural design and detailed design/engineering with State-of-the-art facilities and construction management including procurement & inspection of bought out items for the works given under the head of “list of the works” given in the tender document elsewhere.

“The above civil works includes all associated services and related works like STP, Air Conditioning, roofing, structural steel works, HDPE Pipe, latest renovation system, roads, pavements, drains, internal electrification, external electrification, water supply and plumbing, sanitary piping and fittings including connection main sewer line, storm water drainage, landscaping / horticulture development, sprinkler system, drip irrigation, roof treatment, renovation of houses with latest specifications, aluminium work etc.”

Architects shall render all comprehensive, professional and architectural services which may be required to complete the works for the above job.

The above works will be done in the already developed existing townships at GAIL Vihar and Compressor Station of GAIL Dibiyapur. Brief scope of the work is given below:

i). Construction of Sewage treatment plant and laying of pipe line network for watering of horticulture work at GAIL Vihar: Existing Sewage treatment plant of GAIL Vihar was set up long back which is now totally deteriorated and almost not functioning. Also it is not serving its purpose. As per the requirement a sewage treatment plant is required at GAIL Vihar to cater the waste water and also a network of treated water is required to be developing for horticulture work.

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A STP is to be designed as per the existing population of GAIL Vihar and keeping in view the future expansion plan etc. ii). Construction of indoor badminton court at GAIL Vihar. : Sports facility is required to develop at GAIL Vihar for which an indoor badminton court along with other possible sports facility is required to be developed. iii). Renovation of Houses at GAIL Vihar: 16 D Type, 32 C type 75 B Type and 40 A type houses (Total :163) exist at GAIL Vihar. These houses are required to be renovated in phase manner with the latest specification and design. Exact number of houses to be renovated shall be decided based on availability of vacant houses. Floor tiles, bath room renovation including replacement of ceramic tiles, cancelled piping of bathrooms, sanitary fixtures, wall painting, doors, windows and external development shall be the main focus of renovation. iv). Laying of domestic water supply line at GAIL Vihar. Domestic water supply network needs to be replaced with new system with latest specification and technology based on the new town planning technology etc. all complete. v) Installation of sprinkler and drip irrigation system at GAIL Vihar for horticulture works. : Good amount of horticulture work exist within the premises of GAIL Vihar which includes lawn, trees, shrubs etc. There is need to develop a watering network for Horticulture work with sprinkler system and drip irrigation system with all new and latest technology duly installed required capacity electric motor and pumps etc. all complete. vi) Renovation of club, Guest House and Hostels at GAIL Vihar. : Existing Club of GAIL Vihar has no air conditioning mechanism hence the main hall of Club is to be converted into Air conditioned hall by installing a false ceiling to decrease the volume and ACs or AC system as per the design etc. Apart from air conditioning of club building, renovation of rooms, bathrooms are also to be done with new and latest specifications. vii) Water proofing / roof treatment of roof of houses of GAIL Vihar Colony.: Roof of houses of GAIL Vihar is required to be made water proof as the roof treatment of existing roofs is deteriorated so far in due course of time from construction of GAIL Vihar colony. viii) Any other civil related new or renovation type work: Any other work which is required for development of GAIL Vihar and Compressor station during currency of contract shall be executed as per the instructions of management. ix) Laying of HDPE water pipe line for domestic water supply at Compressor station: In order to fill U G tank with treated water from existing tap off point near boundary wall of compressor station to underground tank of compressor station, HDPE water pipe line is required to be laid from existing tap off point to underground water tank. x)) Any other civil related new or renovation type work: Any other work which is required for development of GAIL Vihar and Compressor station during currency of contract shall be executed as per the instructions of management.

The following will be the scope of work which is to be carried out by consultant/ architect for the above jobs.

1. Detail Design and Engineering including layout and its presentation to management for approval.

2. Preparation of detail estimate.

3. Preparation of detail / structural construction drawings.

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4. Preparation of specification and tender document

5. Recommendation of prospective bidders.

6. Processing of technical & price bids and its evaluation.

7. Recommendation for award of job.

8. Construction Management/expediting and supervision etc.

9. Processing & certification of bills.

10. Processing of extra/ AHR items.

11. As built documentation and contract closures.

PART – A: ARCHITECTURAL ERVICES:

i) Visiting site for collecting necessary details of the existing area, discussing details with employer and attending necessary site meetings. Carrying out Geo Technical investigation for structural design, Preparation of drawings and documents, if required (either on lump sum basis or item rate basis) for survey, soil investigation etc.

ii) Preparation of site Layout, Plan and elevation including landscaping.

iii) Preparation of audio visual presentation,

iv) Preparation of preliminary drawings and design i.e. preliminary sketch plans, elevations, sections, perspective adequate to explain the general planning and nature of the work. Preparation of drawings and documents for submission to statutory authorities and required liaison for obtaining approval for starting the construction and subsequently liaison for obtaining completion certificate / occupation certificate.

v) Preparation of preliminary cost estimate and obtaining the final approval of GAIL to the same.

vi) Preparation of detailed drawings and designs on the basis of approved scheme i.e., plans, elevations, sections, perspective etc. for Civil, Interior & furnishing all services (plumbing, sanitary, storm water drainage & sewerage system, internal/ external electrical, networking/ Telecom system, Firefighting, landscaping etc.).

vii) Preparation of detailed estimates of cost for the complete work. Preparation of architectural and structural drawings, design calculations (structural design shall be based on seismic zone classification and latest BIS codes etc.), detailed estimate, detailed specifications, tender documents etc.

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viii) Preparation and providing the one set of complete design calculations (wherever such design are required), measurement sheets, abstract of cost, analysis of rates (along with justification through market rates / any other adopted practice) etc. for the purpose of record.

ix) Preparation of application, drawings and documents for submission to Statutory Authorities, if required, and coordinating / liaison with local authorities in getting necessary approval.

x) Detailed planning of all activities and preparation of schedules of packages for carrying out the work within the time schedules as agreed with GAIL.

xi) Preparation of Tender Documents comprising of tender drawings, specifications, bill of quantity, special conditions of contract etc. for approval of GAIL. Assisting GAIL in scrutiny, clarifications (if any) and recommendation for award of works for execution. Supplying required set of tender drawings and documents for inviting the tender (either on lump-sum basis or item rate basis) from the bidders.

xii) Supply of requisite numbers of Tender Documents to GAIL for issue to parties participating in bids. Supply of 04 sets of “Good for Constructions Drawings” for execution of works.

xiii) Preparation and issue of working / Good for Construction drawings for Civil/ structural, Interior/ furnishing, other services like plumbing, electrical, Air Conditioning, networking/ Telecom, Firefighting, landscaping etc.) for execution of work.

xiv) Scrutinizing and approving shop drawings and structural calculations, if any, furnished by the CONSULTANTs.

xv) Assisting in arbitration and litigation cases that may arise out of the contracts entered into with CONSULTANTs and / or suppliers involving planning, engineering, designing as well as construction supervision and quality control carried out by the Architects.

xvi) In case, the work is examined by Chief Technical Examiner / GAIL Vigilance / GAIL Internal Audit Department, supply all the necessary clarifications and justifications for planning, engineering, designing, construction supervision, quality control etc. for replying the Paras.

xvii) Preparation of 2 sets of “As Built Drawings” and submission to GAIL for records, along with one set of reproducible Sepia.

xviii) Obtaining completion certificate and occupation certificate from the Local / statutory Authorities

xix) If any, additional sets of drawings (white / blue prints) are required; it will be supplied on chargeable basis at the following rates:

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a) A0/A1 Size - R s . 150/-

b) A2/A3 Size - R s . 100/-

xx) Providing Structural safety certificate to GAIL for the building and utilities.

PART – B: CONSTRUCTION MANAGEMENT & SUPERVISION OF SERVICES:

The Construction Management and complete supervision of all construction activities at each site/location shall be done by placement of following full time qualified personnel having experience and thorough knowledge of civil construction / interior and allied works as per the scope of work for large commercial/ Institutional buildings & projects as per following:

i) Complete day-to-day supervision with ONE full time Project Manager / Resident Engineer (Civil Engineering Graduate with 10 years’ experience) and one no. Electrical Engineer (Qualified Electrical Engineering graduate with 5 years of experience or Diploma holder with 10 years of experience) as & when required as per site requirement shall be deployed during execution stage for construction management, supervision, QA/QC & other related works. In case of availability, Consultant will be allotted a room in our hostel in GAIL Vihar free of cost for residing purpose. Engineers and other staff of consultant shall use the hostel room for residing purpose only during progress of construction work.

ii) In case of non-deployment of manpower as detailed above, deductions will be effected from the due payment of the Consultant as per the rate indicated in the contract as per clause no. 5(a).

iii) Construction management and supervisions will include detailed planning, co-ordination and supervision for achieving required progress, quality control, checking and certification of CONSULTANTs bill etc., and maintaining all records as per the requirement of client. This will also include detailed planning including making detailed construction schedule, review of construction schedule prepared by the CONSULTANT, coordination and supervision for achieving required progress, quality control, checking and certification of CONSULTANT’s running bill and final bill etc.

iv) The deployment of Consultant manpower will be at site till forwarding the final bill for processing of payment by Consultant / GAIL. However, time-to-time clarification against the queries raised against final bill by other departments will be replied by the Consultant from their office.

v) Clarifications to various technical / commercial points during execution of work.

vi) Evaluation and monitoring of progress / quality of work weekly as required against scheduled progress, along with reasons for delay, if any, and action plan to make-up backlog, and preparation of minutes of meeting.

vii) Providing assistance in market survey and procurement of materials as per requirements.

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viii) Processing of extra/ AHR items ix) Recording of completion certificates and certification of final bills.

x) Closing of contracts & co-ordinate for as built documentation for the various works awarded to CONSULTANTs.

xi) Getting the rectification of defects (if any) in the works carried out through the respective CONSULTANTs during the deployment of Consultant’s manpower at site & thereafter on receipt of the notice against the same within 7 days from the date of information sent from GAIL to Consultant.

xii) A detailed list of pending defects to be carried out by the CONSULTANT will be handed over to GAIL before withdrawal of manpower by the Consultant.

xiii) To provide clarifications to various technical / commercial points, cropping up during execution of the work within 7 days from the date of intimation of such query.

4.3 OTHER SERVICES & CONDITIONS:

4.3.1 If due to any reason on the part of the Employer, the work is abandoned the Architects shall be paid for the work done as per mode of payment stages specified in Clause 6.0. for any incomplete stage, suitable payment based on pro-rata efforts put in by the consultant shall be payable. The decision of GAIL in this matter shall be final and binding.

4.3.2 The Architect/ Consultant shall be fully responsible to the Employer with regard to the designs, specifications and soundness of the works executed by the CONSULTANT as per plans.

4.3.3 If at any time during the currency of this Contract, the performance in whole or part by the Architect, or any obligation under this Contract is prevented or delayed by reasons of any destructive acts of country’s enemy, Civil commotion, sabotage, fires, floods, explosion, epidemic or acts of God and provided notices of the happening or any such event are given to the Employer by the Architects within 21 days from the date of occurrence thereof, the Architects shall not be held responsible for delay occurring due to the above mentioned events.

4.3.4 If the Employer deviates substantially from the approved scheme which involves for its proper execution then extra services, expenses and extra labour / efforts on the part of the Architects for making changes and additions to the drawings, specifications of other documents, the Architects shall be reasonably compensated on the basis of man-hour or man-days spent by the Architects. The decision of GAIL in finalizing such payments shall be final and binding.

4.4 COST OF CONSTRUCTION OF THE WORKS:

This shall mean the amount(s) of tender(s) that may be accepted by GAIL for award of work.

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4.5 COST OF CONSTRUCTION OF WORKS SHALL NOT INCLUDE THE FOLLOWING:

a) Any escalation on any account whatsoever in the amount(s) of the said tender(s) for the construction of the works that may be paid by GAIL.

b) The amount of any deductions from the CONSULTANT(s) bill(s) on account of defective work or for other reasons.

c) Any payment to local authorities and any other expenditure for or in connection with obtaining approval of plans, sanction of electrical loads etc.

d) Cost of advertisement for invitation of tenders.

e) Cost of any extra items necessitated due to any faulty planning and / or designs of the Architects.

f) The fees quoted for the Construction Management & Supervision will be applicable up to a variation of + 10% of the awarded cost of construction overall at each package/ work order/ site/location. He shall neither be paid any extra fees nor will the fees be deducted up to a variation of +10% of the awarded cost as compared to the executed cost. However, if the executed cost of each tender package has more than + 10% variation in comparison to the awarded cost, the additional fees will be paid / deducted at the quoted rate of fee on pro-rata basis on the amount beyond + 10% of the awarded cost subject to a ceiling limit of + 25% of the awarded cost.

In case, if the work is not executed / abandoned / stopped during any stage of work then the Architectural & Construction Supervision fees shall be paid upto the stage of work done as per Clause 6.0, “Mode of Payment” of special conditions of contract of the tender on the basis of the awarded cost (if the work has not been awarded then on the basis of the approved estimated cost).

In case of suspension of work by Consultant on GAIL’s request for period less than six Months, no demobilization & mobilization charges will be paid.

g) Fees for Visit: The quoted fees shall be inclusive of charges for visit to site, local transportation and other expenses all types of taxes etc. Hence, no additional payment / reimbursement will be made to the consultant while visiting the site of work i.e. GAIL, Dibiyapur for various review meeting and other works.

However, if required Consultant may have to visit certain places outside the city where his/her office is located or places other than GAIL, Dibiyapur site for some specific nature of job / procurement /review meeting etc. related to said project and/or on specific requirement of GAIL. All such visit shall be undertaken by the Consultant strictly after getting approval in writing from GAIL. The fees for such visit shall be reimbursed to the Consultant towards return Air Fare (Economic Class)/ Train Fare (limited to 2nd AC), Local transportation as per actual, Hotel expenses (Hotel expenses up to a ceiling

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limit of Rs. 6,000/- per day) and DA @ Rs 1500/- per day. Consultant has to submit the various vouchers, bills, tickets, receipts etc. for reimbursement of all such expenses. All such expenses shall be submitted to GAIL within 60 days from the date of visit.

5.0 TIME SCHEDULE:

5(a) The total period for completing the project shall be 36 months from the award of subject work till the closing of contract for construction of above infrastructure job as per time frame given below:

a) Awarding the job for construction of above infrastructure – 06 months. Construction period for completing above infrastructure b) months – 24 Closing the contract for above infrastructure c) months – 06

If the project is extended beyond total project period of 36 months due to any reasons attributable to the Employer/CONSULTANT then the Consultant will be paid Construction Management fee on the man month basis on the following rates depending upon the requirement of manpower for the extended period in addition to their fixed construction management fee.

- Project Manager - Rs. 50,000/-

- Site Engineer (Civil / Elect.) - Rs. 30,000/-

In addition to above, 25 % of the total man month fee for the manpower deployed subject to a maximum of Rs. 20,000/- (Rupees Twenty Thousand only) per month shall be paid to cover site office co-ordination and other related expenses.

The consultant shall maintain his site office for day to day work including secretarial staff, stationary, PC, internet, printer, telephone, furniture, etc., also the consultant shall make transport arrangement of his staff for day to day site works. 5(b) The following time schedule will be applicable for the tender packages after getting due intimation from GAIL..

1.1 (a) Preparation of Conceptual Plan (various Within 15 days of options), Sketch Design / Sketch Drawing. notification of award.

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1.1(b) Preparation of Various layout plans after Within 15 days after necessary instructions / approval of GAIL and GAIL’s instructions. preparation of preliminary cost estimate and submission to GAIL. 1.2 Obtaining the approval of Statutory Within 30 days after Authorities (if required) including GAIL’s instructions. coordinating / liaison for getting necessary approval. 1.3 Preparation of final detailed drawing and Within 30 days after detailed estimate including quantity take off necessary instructions sheets and market rate analysis after from GAIL approval of GAIL against Sr. No. 1.1 1.4(a) (Pbr)e.p aration of Tender Documents for inviting Within 30 days after tenders from pre-qualified / open tender. necessary instructions from GAIL 1.4 (b) Scrutiny of tenders received and submitting Within 07 days after price recommendations for award of work after bid opening. analysis of bids 1.5 Issue of detailed working / Good For To be issued along with Construction Drawings for necessary award of work. execution of work at site including schedule for carrying out the work. 1.6 (a) Architectural services during construction of Within 07 days of the work by deploying necessary technical award of the work and till manpower as per site requirement time to completion of the work and time. closure of contracts.

1.6 (b) Construction Management and supervision Within 07 days of the by deploying necessary technical manpower award of the work and till at site to ensure planned progress and quality completion of the work and of works as per drawings and specifications closure of contracts. and monitoring constructions at various stages of work including making detailed construction schedule / review of construction 1.7 (a) Cschompedulletie on o pfr eprpaorjedec t, issueby of Cthompe letion Within 60 days after CCONSULTANTertificate, su.b mission of “As Built completion of the work. Drawings”, finalization of CONSULTANT’s final bill & closing of contract. 1.7 (b) Obtaining completion certificate and Within 60 days after occupation certificate from local authority completion of the work. (if required) NOTE: The above time schedule will be strictly adhered to. However, the same may deviate on account of authentic valid reasons to be recorded and approved by GAIL.

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In case of delay in any of the above stage, the Price Reduction Schedule (PRS) shall be applicable (as per relevant PRS clause) on the corresponding stage payment to be paid as per clause 6.0.

6.0 MODE OF PAYMENT

6.1 Architectural fees: The Architect’s professional fee will be paid based on the awarded cost of the work as accepted by GAIL for award of work.

The following are the mode of payment for various stages (As defined in clause no. 5 of SCC) of work for different sections of work. The stage-wise percentage (%) payment will be applicable as and when the stage-wise service is completed in all respect.

No. Stage %age payment I On completion of Item No: 5.(1.1 a & b) 10%

II On completion of Item No: 5.(1.2) 5% III On completion of Item No: 5. (1.3) 15%

IV On completion of Item No. 5.(1.4 a) 10%

V On completion of Item No. 5.(1.4 b) 5%

VI On completion of Item No. 5.(1.5) 15%

VII During construction the 30% architectural design fees shall 30% be payable on pro rata basis on actual financial progress of the work as approved by GAIL for the work of item no-5 (1.6 a)

VIII On completion of Item No: 5.( 1.7 a & b) 10%

Note:-

1. % age of fees shall be initially released on the basis of preliminary / detailed estimated cost and then subsequently to be regulated in line with awarded value of work.

2. If approval is not required from the Statutory Authorities then payments (Fee) for stage 1.2 & 1.7 (b) shall be paid on completion of stage 1.3 & 1.7 a respectively.

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6.2 The Construction Management & supervision fee will be worked out on awarded cost and shall be paid as per item no-5 (1.6 b) as under:

i) 80% of Construction Management & supervision fee shall be payable on pro rata basis on actual financial progress of the work.

ii) 10% of the fee shall be paid after completion of work and recording of completion certificate and finalization of final bill and closure of Contract for each package of work.

iii) 10% of the fee shall be payable after the completion of Defect Liability Period for each package of work after a certificate is submitted by the consultant stating that no defects are pending.

GAIL (India) Limited has initiated payments to suppliers and CONSULTANTs electronically and to facilitate the payments electronically, the bidder should have an account with any bank having facility for e-payment system, so that the payment through e- banking be made to the consulting firm, in case work is awarded. Further, the bidder should give the details of his bank account in any one of the bank having e-banking facility to facilitate payment through e- banking.

6.3 PRICE REDUCTION SCHEDULE (PRS):

For any delay attributable to the architect/consultant, which contributes for the delay in project execution, the PRS clause shall be exercised as per article 3.12 of Section-3 i.e. General Condition of Contract or any other relevant clause given in the tender document elsewhere..

7.0 The following clauses in the GCC is modified to the extent given below: Article No. 3.8.1, Section – 3: Consultant shall pay any and all taxes, duties, levies etc. which are payable in relation to the performance of the contract. The quoted price shall be inclusive of all such taxes and duties, except GST. GST thereon applicable during the contractual completion period shall be payable extra as quoted on submission of documentary evidence/ invoice.

8.0 SUPERVISION OF WORKS:

The Architect shall be fully responsible for the soundness of the design of the works including that of specialized consultants engaged by him and also for the progress and quality of works carried out by various CONSULTANTs at site. They shall ensure by continuous supervision and inspection of works, as per approved Quality Inspection Plan (QIP) that the works are carried out strictly in accordance with the approved drawings and specifications and as per owner’s instructions issued in writing from time-to-time.

9.0 PAYMENT TO STATUTORY AUTHORITIES:

Any license payment / fee required to be deposited/paid to the Statutory Authority in connection with any statutory permission / approval, the same shall be borne by GAIL. In case the fee / deposit was made by the architects/ consultant, the same shall be reimbursed to them on

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production of documentary evidence having paid / deposited the fee to statutory authorities in connection with the work.

10.0 FAULTY DESIGN:

In case there is any loss or collapse of structure due to the faulty design, drawings, calculations and specifications the Architect shall make good these losses subject to maximum extent of 10 % of the total fees payable. The decision of owner in this regard shall be final and binding, this will be over & above the PRS clause.

11.0 AGREEMENT:

The Architect / Consultant shall enter into an Agreement with GAIL. The proforma for Agreement is enclosed. This will be on a non-judicial stamp paper of appropriate value the cost of which will be borne by Architect / Consultant.

12.0 NO DEVIATION BID:

Tender must be submitted without making any additions /alterations. The tenderers shall submit quotation based strictly on terms and conditions and specifications contained in the Tender Document and not to stipulate any deviations. Deviations in any manner against any clauses of this tender document are not allowed and any such deviation if indicated anywhere will render the offer non-responsive and shall liable to be rejected.

13.0 RIGHT TO ACCEPT/ REJECT THE BID:

The right to accept the offer will rest with GAIL. H owever, G A I L does not bind himself to accept the lowest offer and reserves to itself the Authority to reject any / all the offers received without assigning any reason whatsoever.

14.0 LIABILITIES:

The Architect shall be responsible for any discrepancies, errors or omissions in the drawings, prepared and supplied by them whether the same shall have been approved by Employer or not. Upon employer’s request, Architect shall promptly rectify the deficiency by amending/replacing/supplementing the deficient drawings /documents as appropriate at their own expense.

15.0 SUPERVISION OF WORKS:

The Architect shall be fully responsible for the soundness of the design of the works including that of specialized consultants engaged by him and also for the progress and quality of works carried out by various CONSULTANTs at site. They shall ensure by continuous supervision and inspection of works, as may be necessary, that the works are carried out strictly in accordance with the approved drawings and specifications issued by them and as per owner’s instructions issued in writing from time-to-time.

16.0 QUALITY ASSURANCE & QUALITY CONTROL (QA / QC):

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QA/QC plan shall be drawn before start of work and strictly adhered too while execution of works. All mandatory tests shall be done as prescribed in tender specifications and IS codes. If the same are not specifically covered anywhere, then CPWD norms and good engineering practice shall be followed.

17.0 DESIGN BASIS & SPECIFICATION OF WORKS:

The design of structures shall be carried out as per latest IS codes as applicable. The specification of each item of work shall be mentioned in the tender document and relevant latest IS codes shall form the basis of all specification. Where ever IS codes are silent or ambiguity is created, CPWD specification shall be referred, falling which a good engineering practice shall prevail.

18.0 NOTE:

In case of discrepancy in Special terms, scope of work & deliverables & Price schedule and GCC, the interpretation of EIC GAIL shall be final & binding on the party i.e. consultant/ architect.

19.0 RESPONSIBILITIES OF THE CONSULTANT AND COMPLIANCE WITH LABOUR/INDUSTRIAL LAWS:

The CONSULTANT shall ensure adherence to various legislations while and after award of the contract:

19.1 The Consultant /consulting firm shall obtain comprehensive insurance policy covering all risks such as accidents, Injuries, death likely to be caused to workers or to third person including loss to the properties of Owner/GAIL or to some other agency. The premium amount should be deposited with the insurance agency by the Consultant /consulting firm regular and without any delay.

19.2 In case of any accident resulting in injury or death in respect of the personnel deployed by the CONSULTANT during the execution of the work, the Consultant /consulting firm shall be solely responsible for payment of adequate compensation, insurance amount, etc. to the person injured/next kith and kin of the deceased. CONSULTANT shall indemnify GAIL from such liabilities.

19.3 The Consultant /consulting firm shall not employ any person suffering from any contagious, loathsome or infectious disease. The CONSULTANT/contracting firm shall get examined his employees/ workers through a Government Doctor before deployment.

19.4 No worker of Consultant /consulting firm and CONSULTANT himself shall be allowed to consume alcoholic drinks or any narcotics within the plant premises. If found under the influence of above, the CONSULTANT/contracting firm shall have to change/replace him, failing which, GAIL may terminate the contract.

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19.5 The Consultant /consulting firm shall indemnify GAIL against all claims, demands, actions, cost and charges etc. brought by any Court, Competent Authority/ Statutory Authorities against any act or acts of the CONSULTANT/contracting firm or his workers.

19.6 The Consultant /consulting firm shall deploy the workers after verification of their character and antecedents. In case any worker is found having criminal record, he shall have to be immediately replaced without any delay.

19.7 The persons to be deployed should be on rolls of the CONSULTANT/contracting firm.

19.8 The Consultant /consulting firm shall issue proper identity cards to all the workers who are to be engaged for the job. The identity cards shall be signed by the CONSULTANT or his authorized representative. The CONSULTANT/contracting firm shall also be responsible for obtaining the gate passes from CISF in respect of all their personnel.

19.9 The supervision of the personnel shall be done by the CONSULTANT/contracting firm through their authorized representative and the name of the supervisor shall be invariably intimated to the Engineer – In- Charge at the commencement of contract.

19.10 The contract shall be solely responsible for disciplining the personal deployed by him. Further he shall, ensure that none of his workers create any nuisance or indulge in anti-social and criminal activities during the entire period of contract. In case anybody is found including in such activities, then he will have to be immediately removed without any prejudice to further necessary action as deemed fit.

19.11 The Consultant /consulting firm shall be required to obtain labour license from Assistant Labour Commissioner (Central) Kanpur if he engages 20 or more workmen/labour.

19.12 The Consultant /consulting firm shall pay the wages to the workers latest by 7th of the subsequent month at the rates as per the Minimum Wages Act and as notified by the Regional/Assistant labour Commissioner (Central) Kanpur from time to time in the presence of authorized representative of the Principal Employer i.e Engineer – In Charge (EIC). The Engineer –In Charge shall ensure that the Consultant /consulting firm is making payment of wages to its labourers not less than the wages notified by the appropriate authority from time to time.

19.13 The Consultant /consulting firm shall have a separate Provident Fund Code allotted in his name by the Regional Provident Fund Commissioner. The CONSULTANT must ensure deduction of PF, If applicable from the contract workers and deposit the PF of employer contribution to the concern contract workers deployed by him for the assigned job and submit the copy of monthly challan for the amount deposited towards Provident Fund along with a list of his labour/workers to the Engineer –In Charge. The Consultant /consulting firm shall be liable to pay bonus to his workmen, whenever applicable.

19.14 The Consultant /consulting firm shall be required to deposit contribution towards Provident Fund, Pension, ESI, if applicable, or any other statutory payments to be made in respect of his workers well in time and submit a copy of challan to owner/Engineer – In Charge in

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monthly/quarterly basis failing which GAIL will deduct from his bills the amount equivalent to such deductions along –with penalty as per the provisions of the applicable Act.

19.15 The Consultant /consulting firm shall obtain registration under Inter State Migrant Workman ( Regulation of Employment and Conditions of Service) Act, 1979 if he deploys and engages labours from states other than U.P./Uttaranchal.

19.16 The Consultant /consulting firm shall strictly comply with the various provisions of payment of Wages Act, 1936, payment of Bonus Act, 1965, Workmen’s Compensation Act, 1923, Minimum Wages Act. 1948, Contract Labour (Regulation & Abolition) Act, 1970, Employee’s Provident Fund and Miscellaneous Provisions Act. 1952, etc. and other labour legislations as in existence (at present in India) and as amended from time to time.

19.17 The Consultant /consulting firm shall be required to furnish proof/copies of forms/returns as per the checklist attached here to every month along with the monthly bills to the Engineer – In Charge. The checklist is indicative for monthly bills only and other forms/returns as required under various acts shall be required to be filed / maintained by the CONSULTANT himself regularly. 19.18 The Consultant /consulting firm are required to submit copies of Electronic Challan Cum Return (ECR)/ Electronic challan along with online uploaded list of contract workers/ members/ subscribers for the proof of remittance of Provident Fund (PF) contributions with PF Authorities for the contract workers engaged by him in GAIL while submitting monthly bills.

19.19 The Consultant /consulting firm shall have his own PF code no. with the RPFC as required under Employee PF & Misc. Provisions Act, 1952 and extended benefits of Provident Fund, Employee Deposit Linked Insurance and Employee Pension Scheme, 1995.

19.20 The Consultant /consulting firm shall have to discharge obligations as provided under various Statutory enactment including the Employees Provident Fund and Misc. Provisions Act, 1952, Contract Labour(R&A) Act, 1970, Minimum Wages Act, 1948, Payment of wages Act, 1936, Employees Compensation Act, 1923, BOCW Act 1996 & other relevant Acts, Rules and Regulations enforced from time to time.

19.21 No workers below the age of 18 years shall be deployed on the work.

19.22 The personnel to be deputed by the Consultant /consulting firm shall observe all security, fire & safety rules of GAIL while at the site/ work. His work/ services will be supervised by the supervisor of the CONSULTANT. CONSULTANT has to be strictly adhering to guidance, instructions whenever required.

19.23 While working out the contract value towards cost of manpower the wage component has to be taken into account as per Applicable Statutes.

19.24 While conforming to any of these conditions, the Consultant /consulting firm should ensure that no law of state regarding labour, their welfare, conduct etc. is violated. The CONSULTANT shall indemnify GAIL for any action brought against him for violation, non- compliance of any Act, rules and regulations of center/ state/ local statutory Authorities.

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19.25 One room in the hostel of GAIL Vihar will be provided to the Consultant /consulting firm for their Engineers and staff.

19.26 The Consultant /consulting firm shall have to obtain insurance policy in lieu of employee’s compensation Act 1923 for the workers engaged by him and submit a copy of the same to EIC.

19.27 The Consultant /consulting firm shall indemnify GAIL against all claims, demands, actions, cost and charges etc. brought by any Court, Competent Authority / Statutory Authorities against any act or acts of the CONSULTANT/contracting firm or his workers.

19.28 T h e Consultant /consulting firm shall ensure regular and effective supervision and control of the person if any deployed by him and give suitable direction for undertaking the contractual obligations.

19.29 The Consultant /consulting firm shall provide the copy of ECR (Electronic challan cum Return) along with monthly bill.

19.30 The Consultant /consulting firm shall submit the copy of Proforma under para 36B under PF Scheme with every month bill.

19.31 The Consultant /consulting firm has to pay wage components to the persons engaged by CONSULTANT in GAIL.

1) Minimum wages : As notified by central government or state government from time to time (whichever is higher)

2) PF contribution including EDLI & Admn. Charges:

3) ESI contribution or insurance policy coverage under employees compensation Act 1923 : 4.75% of Minimum wages.

4) Bonus: 8.33% of wage (The same will be reimbursed to the CONSULTANT on submission of wage sheet showing disbursement of bonus during festival time.)

5) Death Gratuity: Gratuity will be payable only in cases of death during the currency of contract as per the provisions of payment of Gratuity Act 1972 and will be reimbursed to the CONSULTANT on submission of copy of proof of disbursement of Gratuity to the family members of decreased contract employee.

6) Cost of safety cloth/shoes for plants/factories: Rs.1500/- per annum.

7) Leave wages: 8.33% of minimum wages.

8) Overtime for working extra work/compensatory off: As applicable under Factories Act.1948.

20.0 FOLLOWING DOCUMENTS SHALL BE SUBMITTED BY THE AGENCY/CONSULTANT/ CONSULTANT /CONSULTING FIRM TO ENGINEER-

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IN-CHARGE AT VARIOUS STAGES DURING THE CURRENCY OF THE CONTRACT:

A. IMMEDIATELY AFTER ISSUANCE/RECEIVING OF LETTER OF INTENT (LOI):

Application for issuance of Form-V for obtaining Labour License from the Licensing Authority for engaging 20 or more contract workers.

Copy of Labour License before commencement of work if 20 or more contract workers are engaged.

List of persons along with designation, Employee no., PF account, ESI card No., Insurance coverage etc.

Copies of Appointment Letters to the persons to be by the CONSULTANT.

Copies of Identity Card issued by the CONSULTANT of persons to be deployed in GAIL through the CONSULTANT.

Copy of Provident Fund Registration Certificate issued by the concerned Regional Provident Commissioner. Copy of insurance policy in lieu of Employee’s Compensation act,1923 of persons to be engaged in GAIL.

B. AT THE TIME OF SUBMISSION OF MONTHLY BILLS:

Copy of wage register duly certified by authorized representatives of the CONSULTANT and GAIL certifying as “Certified that the amount shown in the column no. --- has been paid to the workman concerned in my presence on ---(date) at ----(place)

If wages are paid through bank, copy of bank statement duly certified by bank of previous month.

Copy of Electronic Challan cum Return (ECR) for the proof of Provident Fund contribution deposit/remittance along with details of employees showing PF account no., contributions of employee and employer etc.

C. REGISTERS TO BE MAINTAINED BY THE CONSULTANT:

a. CONTRACT LABOUR(REGULATION & ABOLITION) ACT, 1970:DURING THE CURRENCY OF THE CONTRACT THE CONSULTANT HAS TO MAINTAIN REGISTERS LIKE:

1. Muster Roll in FORM XVI

2. Register of workmen in FORM XIII

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3. Wage register in FORM XVII

4. Register of Deductions in FORM XX

5. Register of fines in FORM XXI

6. Register of advances in FORM XXII

7. Issuance and maintenance of Wage Slip in FORM XIX 8. Issuance of valid Identity Card by the CONSULTANT in FORM XIV. D.

AT THE TIME OF CLOSURE OF CONTRACT:

1. Indemnity Bond of Rs. 100/- duly notarized from the Notary indemnifying GAIL from all the liabilities w.r.t the persons engaged by the CONSULTANT regarding payment of wages, Provident fund, Insurance and other payments. Performa of Indemnity Bond is enclosed at annexure-II.

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SECTION VI

PRICE SCHEDULE/

SCHEDULE OF RATES ATTACHED SEPARETLY

Page 97 of 97

SCHEDULE OF RATE (SOR)

Tender no: GAIL/AU18/C&P/78296/ 3300075087/VS (8000013699)

SUB: ARCHITECTURAL CONSULTANCY AND CONSTRUCTION MANAGEMENT SERVICES FOR CIVIL WORKS AT GAIL DIBIYAPUR.

Name of Bidder:

Rate Quoted in Percentage (%) (In S.N Description of Item of work Rate Quoted in Percentage (%) Words) Architectural fees in %age of awarded value of work as per the scope, terms & 1 conditions and details laid down in the tender document.

Construction Management & Supervision Fee in %age of awarded value of work for deploying technical Manpower and to ensure quality of the work as per the drawings 2 and specification and Monitoring the works at various stages as laid down in the tender document.

3 Total (1+2) IN % APPLICABLE GST IN % NOTE: i) Quoted Fee shall be inclusive of all taxes excluding GST thereon which will be paid as applicable from time to time. ii) The architectural consultancy, Construction management & supervision fees shall be paid on quoted percentage of awarded value after award of work. iii) The work shall be awarded to overall lowest bidder i.e. adding the percentage at Sl. No. 1 & 2.