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TENDER NO.: GAIL/ND/BD/C&P/1406/8000006832 E-Tender No. 8000006832

GAIL (India) Limited

16, Bhikaiji Cama Place, R.K.Puram,

New Delhi – 110066

Phone Nos. (+91)11-26172580; 26182955

Tender Document

for

TIME CHARTER HIRING OF LNG VESSELS

(TENDER NO.: GAIL/ND/BD/C&P/1406/8000006832)

(E-TENDER NO. 8000006832)

ATTENTION

THIS IS AN ELECTRONIC TENDER (E-TENDER)


Time Charter Hiring of LNG Vessels

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TENDER NO. GAIL/ND/BD/C&P/1406/8000006832 (E-TENDER NO. 8000006832)

Request for Proposal (RFP)

Tender No. GAIL/ND/BD/C&P/1406/8000006832 Date: 01st August, 2014

M/s …………………….

…………………………

…………………………

Dear Sir/ Madam,

Sub: TIME CHARTER HIRING OF LNG VESSELS

(Tender No. GAIL/ND/BD/C&P/1406/8000006832)

(E-Tender No. 8000006832)

GAIL (India) Limited, New Delhi, invites bids through e-tendering on International

Competitive Bidding basis for Time Charter Hiring of LNG Vessels, under single stage two bid

system from competent Bidders as stated in the detailed Tender document attached.

The Complete Tender Document is available on following websites of GAIL and Govt. of

India:

GAIL‘s e-portal https://etender.gail.co.in (Login as a guest user for downloading)

GAIL‘s website http://gailtenders.in (No login required)

Govt. website http://tenders.gov.in

Govt. CPP Portal http://eprocure.gov.in

Any bidder who wishes to quote against this Tender may download the Tender Documents

from above websites and submit the bid complete in all respect at https://etender.gail.co.in, on

or before the due date & time of bid submission.

Clarification(s)/Corrigendum(s) , if any shall also be available on the above referred web sites.

1. Brief Details:

(i) Type of Enquiry

: Open International Competitive Bidding through

e-Tendering

(ii) E-Tender No. : 8000006832

(iii) Tender Fee

(Non-refundable)

US$ 2,000/ INR 1,20,000

(iv) Bid security/EMD : US$ 1,500,000 for each Lot [including Additional

Vessel(s)], subject to a Cap of US$ 3,000,000 for

2 Lot or more Lots including Additional Vessel(s).

(v) Delivery Period : Refer ITT

(vi) Contract (Charter) Period : Refer ITT

(vii) Bid Evaluation Criteria : Refer ITT

(viii) Tender document on Website : From 01st August, 2014 to 30

th October, 2014 till

1400 hrs.

(ix) Date & Time for Pre-Bid

Meeting

: 22nd

August, 2014, 1000 hrs. (IST)

https://etender.gail.co.in/

http://eprocure.gov.in/




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(x) Venue of Pre-Bid Meeting &

opening of bids

: GAIL (India) Limited

16, Bhikaiji Cama Place,

R K Puram,

New Delhi-110066 (India)

(xi) Due date & Time for bid

submission

: 30th

October, 2014 upto 1400 hrs. (IST)

(xii) Date and Time of Opening of

Un-priced Bids

: 30th

October, 2014 hrs. at 1500 hrs (IST)

(xiii) Price Bid Opening : Date & Time to be intimated to techno-

commercially acceptable bidders later on.

(xiv) Contact person(s) : Mr. S. Halder

Dy. General Manager (C&P)

E-mail: [email protected]

Ph. No: (+91) 11 2617 2580 Ext. 6210

Direct: (+91) 11 26189269

Fax : (+91) 11-26185941 Ext. 00502#

Mr. Kaladhar Narayan

Sr. Manager (C&P)


Ph. No: (+91) 11 2617 2580 Ext. 6222

Fax: (+91) 11-26185941 Ext. 05088#

Mr. Vinay Kumar K

Dy. Manager (C&P)


Ph. No: (+91) 11 2617 2580 Ext. 6245

Fax: (+91) 11-26185941 Ext. 15245#

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

day shall be implied.

2. SUBMISSION OF BIDS:

Bid must be submitted online thru' GAIL's "e-Tendering" system at

https://etender.gail.co.in only against the subject e-tender. Bidder shall submit both

"Un-Priced Bid" and "Price Bid" through GAIL's "e- Tendering" portal only for

processing of the bids. Bids submitted in any other form, such as courier / post / in-

person / email / fax / telegram / telex/DVD/Documents in Pen Drive shall not be

accepted against this Tender. The "Un-Priced Bid" and "Price Bid" shall contain the

documents in the manner specified below:

PART-I: UN-PRICED/TECHNO-COMMERCIAL BID

(The following documents required as per terms and conditions of tender document,

must be uploaded under link “TECHNICAL DOCUMENT” on e-portal and not at

“Step 3/ Notes and Attachment/Price Bid Section”)

The "Un-Priced Bid" must be complete with the following:

(A) All technical and commercial details other than prices.




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(B) Documentary evidences towards "Bidder Eligibility Criteria [BEC]" and other

documents sought under this Tender Document.

PART-II: PRICE BID [SCHEDULE OF RATE (SOR)]

(Only SOR duly filled strictly in the Format provided in the tender document, must

be uploaded under link “Step 3: Notes and Attachment” of e-portal and NOT at link

“TECHNICAL DOCUMENT”)

It should contain only the Schedule of Rates (SOR) strictly as per format complete with

rates duly filled in and no terms and conditions should be entered in the "Price Bid".

"Price Bid" containing any new / fresh condition/document [not mentioned in the "Un-

Priced Bid"] shall be liable for rejection.

GAIL (India) Limited assumes no responsibility for inability of a bidder to submit bids

through GAIL's "e-Tendering" system or on account of delay in submission at bidder's

end. Bidder shall ensure that they submit the bid well before the "Due Date & Time of

Bid-Submission". GAIL shall not be responsible if a Bidder is not able to obtain User

ID & Password in Time and is not able to submit the bid on account of failure in

network / internet connection at bidder's end. Bidder shall obtain a "Digital Certificate

[Class-3B]" on their own and GAIL (India) Limited will be not at all responsible for a

bidder not having acquired the valid "Class-3B Digital Certificate". Bidder may refer to

―Instructions to e-Tender" carefully for obtaining User ID, Password and valid "Class-

3B Digital Certificate" and the process for submission of Bid through GAIL‘s e-

tendering portal.

3. SUBMISSION OF SCANNED COPIES OF CERTIFICATES/ DOCUMENTARY

PROOFS:

Bidders are required to submit scanned copies of all certificates / documentary

evidences towards proof of meeting the "BEC" along with the other requisite

documents through GAIL's "e-Tendering" system at https://etender.gail.co.in. Non-

submission of scanned copies of requisite certificates / documents shall render the bid

non-responsive and shall be liable for rejection.

4. GENERAL:

4.1 Tender document is non-transferable. Bids received from bidders in whose name

Tender document Fee has been submitted shall only be considered. Bidder must

ensure that Tender document Fee is submitted in their name only.

4.2 Payment of Tender document fee shall be by Crossed Bank Draft from a first class

International Bank or an Indian Nationalized/Scheduled Bank, in favour of GAIL

(India) Limited, payable at New Delhi and the same shall be submitted in physical

form. Bank Draft shall be valid for minimum 3 months. The bid of any Bidder shall be

considered only if the bid is accompanied by the prescribed Tender document fee in

the form of demand draft.

The foreign Bidders can submit Tender document fee in US Dollars or Indian Rupees

(directly or through their authorized Indian representative) clearly mentioning the

name of the Bidder.




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The original Tender Fee must reach GAIL on or before due date of Un-Priced Bid

Opening.

However, bidders desirous of attending Pre-Bid Meeting are required to submit tender

fee prior to Pre-Bid Meeting.

4.3 GAIL will not be responsible for cost incurred in preparation and submission of bids.

4.4 The following documents in addition to uploading the bid on the GAIL‘s e-Tendering

website must be submitted in Original (in physical form) in one envelope containing

Envelope-1 & Envelope-2 as under:

Envelope – 1

This envelope shall contain the following:

i) Earnest Money Deposit/Bid Security

ii) Power of Attorney

iii) Integrity Pact

Envelope 1 containing EMD / Bid Security, Power of Attorney and Integrity Pact (in

original) must reach GAIL (India) Limited New Delhi superscribing the envelope as

―ENVELOPE 1 and Tender Reference No. GAIL/ND/BD/C&P/1406/8000006832‖

with the Cut-Out Slip provided preferably on or before Due Date of bid submission

but not after 7th day from the Due Date & time of un-priced bid opening, failing

which the bid will not be evaluated further irrespective of the status/ranking of the

Bidder in tender and notwithstanding the fact that a copy of EMD was earlier

uploaded by the Bidder.

Envelope – 2

This envelope shall contain Cost of each Vessel offered under separate envelopes

superscribing ―Vessel No./ Additional Vessel No. (as the case may be)‖.

Envelope 2 containing the above must reach GAIL (India) Limited New Delhi

superscribing the envelope as ―ENVELOPE 2 and Tender Reference No. GAIL/ND/BD/C&P/1406/8000006832‖ with the Cut-Out Slip provided on or before

Due Date of bid submission positively.

4.5 GAIL expects Bid to be submitted by the Bidder in conformance with the tender

conditions/specifications and without stipulating any deviation(s)/exception(s). Bidder

is requested to ensure compliance of all provisions of the Tender Document and

submit their bid accordingly as Bid with any unacceptable deviation to the tender

conditions/specifications shall be liable for rejection.

4.6 GAIL reserves the right to reject any or all the bids received at its discretion without

assigning any reason whatsoever.

4.7 This Request For Proposal (RFP) is an integral and inseparable part of the Tender

document.



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NOTE:

a. Bidders are required to submit queries to the tender so as to reach GAIL at least 05

working days prior to the pre-bid meeting. Queries received prior to the pre-bid

meeting in the format provided in the tender shall only be taken-up for providing

Clarifications/Replies to the bidders. During the pre-bid meeting, there will be a

session to demonstrate GAIL‘s e-Tendering system to facilitate bidders to submit the

Bid online.

Bidders may depute their authorized representative(s) for attending pre-bid meeting.

b. Bidders are requested to fill all "Annexures / Formats" as enclosed in the Tender

Documents.

c. Bidders are requested to go through the document named, "Instructions for e-

Tendering ". This document aims at providing guidelines / instructions to bidders for

submitting their bids through GAIL's "e- Tendering" system.

d. Bidders may depute their authorized representative to attend the "Un-priced Bid

Opening". Bidders selected for opening of their "Price Bid" shall be suitably informed

about the date and time.

e. Any change in bid after the "Due Date & Time of Bid-Submission" of Tender is not

allowed.

f. Bidders are advised, in their own interest, to ensure that their bids are submitted well

before the "Due Date & Time of Bid-Submission" of the Tender as GAIL's "E-

Tendering" portal will not allow submission of bids once the closing date and time of

the Tender [i.e. Due Date & Time of Bid-Submission] is reached.

g. Bidders are requested to submit Acknowledgement cum Consent Letter (as per

Annexure – 17) showing their interest for participation / non- participation

immediately on receipt of information regarding the tender through email / fax.

h. In the event of cancellation of the tender, the tender fee will be refunded to respective

bidders.

i. This is not an Order.

For & on behalf of


(S. HALDER)

Dy. General Manager (C&P)

Phone : (+91) 11-26172580 Ext 6210

Direct: (+91) 11 26189269

Fax : (+91) 11-26185941 Fax Ext 00502#

E-mail : [email protected]

mailto:[email protected]



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CONTENT OF TENDER DOCUMENT

1. REQUEST FOR PROPOSAL

2. PART 1: INSTRUCTIONS TO BIDDERS

3. PART 2 : AGREEMENTS AND TECHNICAL DOCUMENTS

Time Charter Agreement to be executed by the Owner

and GAIL (or its Affiliates) and other agreement and

relevant technical specifications as follows:

PART 2A: PROFORMA TCP (Enclosed separately)

PART 2B: PROFORMA APPENDICES TO THE

TCP (Enclosed separately)

PART 2C: PROFORMA TPA (Enclosed separately)

PART 2D: PROFORMA SHA (Enclosed separately)

PART 2E: OUTLINE SPECIFICATION (Enclosed

separately)

4. PART 3 : PROJECT INFORMATION MEMORANDUM



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TABLE OF CONTENTS FOR INSTRUCTIONS TO BIDDERS

1 ABREVIATIONS Error! Bookmark not defined.

2 DEFINITIONS 13

3 INTRODUCTION AND BACKGROUND 20

3.1 GAIL (India) Limited 20

3.2 Shipping Requirement and Invitation to Tender 21

3.3 Scope of the Tender 22

3.4 Structure of the Tender Document 24

3.5 Rules of Construction 25

4 BID SECURITY, INTEGRITY PACT, NDA & POA 26

4.1 Bid Security 26

4.2 Integrity Pact 29

4.3 Power of Attorney 30

5 BIDDER ELIGIBILITY CRITERIA

6 SHIPYARD ELIGIBILITY CRITERIA

7 REQUIREMENTS FOR THE SHIP MANAGER 39

8 PARENT/ PROMOTER COMPANY GUARANTEE 39

9 COMPLIANCE WITH TENDER DOCUMENTS 39

9.1 The Bidder shall comply with the following: 39

9.2 Time Charter Documents 40

9.3 Absence of Shareholder Guarantee 40

9.4 Interaction with Financiers 41

9.5 Pre-Bid Meeting and Clarifications to Tender 41

9.6 Tentative Schedule of Tender Activities 42

9.7 Late submission of Bids 42

9.8 Cost of Bidding 43

9.9 Bid Currency 43

9.10 Period of Validity of Bids 43

9.11 Modification And Withdrawal of Bids 45

9.12 Contacting GAIL 45

9.13 Submissions of Bids in Single Stage Two Bid System 45

9.14 Content of Bid 45

10 TECHNO-COMMERCIAL UNPRICED PROPOSAL 46

10.1 General and LNG Shipping Experience 46



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10.2 Project Organisation 47

10.3 Technical Information for Proposed Vessels 48

10.4 Financial Statements and Insurances 48

10.5 Ownership Structure and Financing Plan 48

10.6 HSE and Quality Assurance 49

11 PRICED PROPOSAL 50

11.1 Form and Content of Priced Bid 50

11.2 Time Charter Rate for Vessels 50

11.3 Share Price

11.4 Unconditional, Firm Priced Offers - Currency 51

11.5 Cost of Vessel 51

12 EQUITY OPTION 51

12.1 Special Purpose Company (SPC) 51

12.2 Equity Options 51

13 CONSORTIA 52

13.1 Consortium Leader & members 52

13.2 Liability 53

13.3 Consortium Agreement 54

13.4 Shareholders Agreement in respect of Vessels 56

14 EVALUATION METHODOLOGY FOR PROPOSALS 56

14.1 General 56

14.2 Evaluation Methodology 57

15 OTHER CONDITIONS 60

15.1 Performance Bank Guarantee (PBG): 60

15.2 Confidentiality 61

15.3 Accuracy of Bid 62

15.4 Discrepancies and Arithmetical errors: 62

15.5 Reservation of Rights 62

15.6 Right of Acceptance and Execution of Contract 63

15.7 Ownership of Documents 63

15.8 Language 63

15.9 Law, Jurisdiction & Dispute Resolution 64

15.10 Submission of false or forged documents 64

15.11 Fraud and Corruption 64

15.12 Rejection Criteria 66

15.13 Agent 67



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ANNEXURE 1 - CHECK LIST 68

ANNEXURE 2 – INTEGRITY PACT 71

ANNEXURE 3 – OFFER LETTER 78

ANNEXURE 4 – OFFER OUTLINE 79

ANNEXURE 5 – DEVIATION STATEMENT PROFORMA TCP/TPA 83

ANNEXURE 6 – DEVIATION STATEMENT OUTLINE SPECIFICATIONS 84

ANNEXURE 7 – VESSEL PARTICULARS 85

ANNEXURE 8 – GUARANTEED PERFORMANCE FIGURES 86

ANNEXURE 9 –SCHEDULE OF RATES 91

ANNEXURE 10 - LIFE CYCLE EVALUATION METHODOLOGY FOR EACH VESSEL 97

ANNEXURE 11 – SUEZ CANAL CHARGES PER VOYAGE 107

ANNEXURE 12 – PORT CALL CHARGES 109

ANNEXURE 13 – BIDDERS CONFIRMATION FOR EVALUATION OF WITHHOLDING

TAX 111

ANNEXURE 13 A – FORM NO. 10F

ANNEXURE 14 - LNG VESSEL COST AND FINANCING 115

ANNEXURE 15 - FORMAT OF THE LETTER FROM INTENDED LENDERS TO THE

BIDDER 117

ANNEXURE 16 - FORMAT FOR DECLARATION OF CHANGE OF MAJORITY

SHAREHOLDER IN SPC IN CASE OF AWARD 119

ANNEXURE 17 - ACKNOWLEDGEMENT CUM CONSENT LETTER

ANNEXURE 18 - FORMAT FOR CHARTERED ACCOUNTANT CERTIFICATE FOR

FINANCIAL CAPABILITY OF THE BIDDER

ANNEXURE 19 - NO DEVIATION CONFIRMATION

ANNEXURE 20 - DECLARATION

ANNEXURE 21 - AGREEMENT REGARDING NON-INVOLVEMENT OF ANY OTHER

ENTITY OR GOVERNMENT OF INDIA

ANNEXURE 22 - CUT OUT SLIPS

ANNEXURE 23A- PROFORMA OF "BANK GUARANTEE" FOR "EARNEST MONEY /

BID SECURITY" 119

ANNEXURE 23B PROFORMA OF "LETTER OF CREDIT" FOR "EARNEST MONEY /

BID SECURITY"



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DISCLAIMER

1. The Tender Document does not purport to contain all the information each Bidder may

require to submit the Bid. Each Bidder should conduct its own investigations and

analysis and should check the accuracy, reliability and completeness of the information

in the Tender Document and obtain independent advice from appropriate sources.

2. No representation whatsoever is made or warranty given by GAIL through the Tender

Document. In particular, no representation is made that any letter of award shall be

issued or that the Time Charter Agreement will be executed pursuant to the Tender

Document. GAIL, at its sole discretion may stop, re-invite, terminate, suspend or amend

the process of selection of the Selected Bidder at any stage without assigning any

reasons thereof. Further, neither GAIL nor its employees, agents, advisors or

consultants make any representation or warranty as to the accuracy, reliability or

completeness of the information contained or deemed to be contained in the Tender

Document.

3. Neither GAIL nor its employees, agents, advisors or consultants shall be liable to any

Bidder or any other person under any law including the law of contract, tort, the

principles of restitution or unjust enrichment or otherwise for any loss, expense or

damage which may arise from or be incurred or suffered, in connection with or as a

result of the Tender Document, or any matter that may be deemed to form part of the

Tender Document, or the award of the contracts, or any other information supplied by

or on behalf of GAIL or its employees, agents, advisors or consultants or otherwise

arising in any way from the selection process for the award of the contract.

4. The Tender Document shall be hosted on the GAIL / Govt. websites. The Bidder should

ensure that the Tender Document is complete in all respects. In the event that the

Tender Document or any part thereof is mutilated or missing, the Bidder must notify the

contact person(s) of GAIL immediately.

If no intimation is received by GAIL at the above mentioned office within 15 (fifteen)

days from the date of issue of the Tender Document, then it shall be deemed that the

Tender Document is complete in all respects.



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No extension of time shall be granted under any circumstances to any Bidder for

submission of its Bid on the grounds that the Bidder could not have access to the

complete set of the Tender Document.

5. GAIL reserves the right in its sole and unfettered discretion without any obligation or

liability whatsoever to accept or reject any or all of the Bids at any stage of the bidding

process undertaken/ to be undertaken under the Tender Document, without assigning

any reasons thereof.

6. The Tender Document (and all information contained herein) is confidential and is for

the exclusive use of the Bidders who desire to participate in this Tender. The Tender

Document shall not be copied or distributed by it to third parties.

7. GAIL reserves the right to change, modify, add to or alter the bidding process including

inclusion of additional evaluation criteria for evaluation of the Bidders during the

bidding process, based on detailed evaluation of capabilities or on account of any

change in government policy, law or regulations. Any change in the bidding process

shall be intimated to all the Bidders/ hosted on the relevant website(s). For the

avoidance of doubt, it is clarified that if at any time after the date of the Tender

Document and prior to the execution of the Time Charter Agreement, there is any

change in policy of the Government of India, law or regulations affecting the selection

process, or any part of the Tender Document or GAIL's rights or obligations, GAIL

shall at its sole discretion be entitled to change, modify, review, supplement, add to,

alter or otherwise deal with the bidding process in such manner and to such extent as

GAIL may decide so as to protect or further its interest or gain any advantage. The

Bidders shall be required to submit the Bid in relation to the Tender Document / bidding

process as so amended, altered, modified or supplemented.



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INSTRUCTIONS TO BIDDERS

1 ABBREVIATIONS

GAIL: GAIL (India) Limited

CBM: Cubic Meter

CD: Chart Datum

DFDE: Dual Fuel Diesel Electric

DWT: Dead Weight Tonnage

EPC: Engineering, Procurement and Construction

FII: Foreign Institutional Investors

FOB: Free on Board

ITT: Invitation to Tender

Km: Kilometer

Kts: Knots

LNG: Liquefied Natural Gas

m3: Cubic Meter

MMBTUs: Million Metric British Thermal Units

MMCM: Million Cubic Meters

MMSCMD: Million Metric Standard Cubic Meters per Day

MMT: Million Metric Tonnes

MMTPA: Million Metric Tonnes Per Annum

P&I Insurance: Protection & Indemnity Insurance

SPA: Sale and Purchase Agreement

TCPA: Time Charter Agreement

TFDE: Tri-Fuel Diesel Electric

USD or US$ or US Dollars: United States Dollar

2 DEFINITIONS

In these Instructions, save where the context otherwise requires, the following words

and expressions shall have the meanings respectively assigned to them in this Section:

―Additional Vessels‖ Has the meaning given to it in Section 3.2 (d).

―Affiliate‖ Means any entity who directly or indirectly

controls, is under common control with or is

controlled by the party in question; where



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―control‖ means the right to exercise fifty percent

(50%) of the voting rights of a company or other

entity or of the equivalent rights so as to

determine the decisions of such company or

other entity.

―Acquired Shares‖ Has the meaning given to it in Section 12.2(c).

―Batch 1‖ Has the meaning given to it in Section 3.3(c)(i).

―Batch 2‖ Has the meaning given to it in Section 3.3(c)(i).

―Batch 3‖ Has the meaning given to it in Section 3.3(c)(ii).

―Batch 4‖ Has the meaning given to it in Section 3.3(c)(ii).

―Bid‖ Means collectively the Offer Letter, the Techno-

Commercial (Unpriced) Bid, and the Priced Bid,

and annexures, supporting documentation and

correspondences exchanged between GAIL and

the Bidder against this Tender.

―Bid Security‖ Has the meaning given to it in Section 4.1(a).

―Bidder ‖ Means an entity submitting a Bid pursuant to this

ITT, whether as a Single Bidder or as a

Consortium.

―Bidder Eligibility Criteria

(BEC)‖

Means the eligibility criteria to be satisfied by

any Bidder participating in this tender process as

described in Section 5 & 6.

―Charterer‖ Means GAIL, as mentioned in the introduction to

the Proforma TCP.

―Confidential Information‖ Has the meaning given to it in Section 15.2.

―Consortium‖ Means a consortium formed for the purpose of

allowing different entities to submit a Bid jointly,

as further described in Section 5, and for the



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execution of the Time Charter Agreement

through a SPC.

―Consortium Agreement‖ Means the Consortium Agreement entered into

between the Consortium Members and outlining

the principles of cooperation between such

Consortium Members as described in Section

13.3.

―Consortium Leader‖ Means a Consortium Member appointed as a

representative of a Consortium and satisfying the

conditions described in Section 5.

―Consortium Member‖ Means an entity or company that is a party to a

Consortium.

―Control‖ Means the power to direct the management and

policies of any entity whether through the

ownership of voting capital, by contract or

otherwise.

―Delay Notice‖ Has the meaning given to it in Section 3.3.

―Deviation‖ Means any non-conformity to any of the terms,

conditions etc. contained in the Tender

Document.

―EPC‖ Has the meaning given to it in Section 9.4.

―Eligibility Criteria‖ Means, as the context requires, the Bidder

Eligibility Criteria and/ or the Shipyard

Eligibility Criteria.

―E-Tender‖ Means the process of submission of Bid through

GAIL‘s e-portal, as described in this ITB.

―Equity Option‖ Has the meaning given to it in Section 12.

―Extended Period‖ Has the meaning given to it in Section 9.10.



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―Fixed Daily Charter Rate‖ Has the meaning given to it in Section 11.2.

―GAIL‖ Means GAIL (India) Limited, a Maharatna

Public Sector undertaking of the Government of

India, or its Affiliates.

―GAIL Equity Option‖ Has the meaning given to it in Section 12.2(a).

―GAIL Shareholder‖ Means GAIL or an Affiliate of GAIL.

―Indian Shipyards‖ Has the meaning given to it in Section 6.

―Instructions‖ Means these Instructions for submission of Bid

against this tender for the Chartering of LNG

Vessels to GAIL (India) Limited or its Affiliates.

―Instructions to Bidders /

Instructions to Tenderers‖

Means these Instructions for submission of Bid

by the Bidders and also termed as ITB / ITT.

ITB & ITT have the same meaning.

―Integrity Pact‖ Has the meaning given to it in Section 4.2(a).

―Lot‖ Has the meaning given to it in Section 3.2(c).

―mtpa‖ Means million tonnes per annum.

―Net Worth‖ Means the subscribed and paid up share capital

of an entity plus its free reserves but excluding

revaluation reserves, as reduced by accumulated

losses, intangible assets, and miscellaneous

expenditure not written off.

―Offer Letter‖ Means the offer letter substantially in the form

prescribed by Annexure 3.

―Opex‖ Has the meaning given to it in Section 11.2.

―Outline Specifications‖ Has the meaning given to it in Section 3.2 and

attached separately as Outline Specifications for



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the Vessels.

―Owner Default‖ Has the meaning given to it in the Proforma TCP

and Proforma TPA.

―Owner‘s Guarantee‖ Has the meaning given to it in Section 8.

―Performance Bank Guarantee‖ Has the meaning given to it in Section 15.1.

―Priced Bid‖ Means the priced portion of Bidder‘s proposal

containing the elements described in Section 11.

―Proforma SHA‖ Means the proforma containing the minimum

rights of GAIL and/ or Shipping Corporation of

India Limited in the Owner to be incorporated

into the shareholders agreement in respect of the

Owner upon the exercise of the Equity Option.

―Proforma Time Charter

Documents‖

Means the Proforma TCP, Proforma SHA and

the Proforma TPA attached hereto.

―Proforma TCP / TCPA‖

Means the Proforma Time Charter Agreement

attached hereto. TCP and TCPA have the same

meaning

―Proforma TPA‖ Means the Proforma Tripartite Agreement

attached hereto.

―Project Information

Memorandum‖

Shall mean the project information memorandum

forming part of these Tender Documents.

―Quiet Enjoyment Letter‖ Shall have the meaning ascribed to it in the

Proforma TCP.

―SCI‖ Means the Shipping Corporation of India.

―SCI Equity Option‖ Has the meaning given to it in Section 12.2(a).

―SCI Shareholder‖ Has the meaning given to it in Section 12.2(a).



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―Scheduled Delivery Date‖ Shall have the meaning given to such term in the

Time Charter Agreement.

―Single Bidder‖ Means a single entity submitting a Bid in respect

to these Instructions.

―Shipyard‖ Means any shipyard meeting the Shipyard

Eligibility Criteria.

―Shipyard Eligibility Criteria Means the eligibility criteria to be satisfied by

any shipyard that plans to design, build, and

deliver a Vessel as described in Section 6.

―SPA‖ Has the meaning given to it in Section 3.1 (c).

―SPC‖ or ―Owner‖ Means a Special Purpose Company specifically

created in a jurisdiction to be approved by GAIL

for the purpose of owning, operating and time

chartering the Vessel to GAIL.

―Submission Date‖ Has the meaning given to it in Section 9.13.

―TSA‖ Has the meaning given to it in Section 3.1 (c)(ii).

―Technical Criteria‖ Has the meaning given to it in Section 5.1.

―Techno-Commercial

Consultant‖

Means a consortium BRSGazOcean comprised

of Barry Roglliano Salles, France and Gazocean,

France, appointed as Techno-Commercial

Consultant for the Charter, as described in

Section 3.1.

―Techno-Commercial (Unpriced)

Bid‖

Means the techno-commercial (unpriced) portion

of Bidder‘s proposal containing the elements

described in Section 10.

―Tender Documents‖ Means the request for proposals along with

Instructions to Bidders, Outline Specifications,

Project Information Memorandum, Proforma



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TCP, Proforma Appendices to TCP, Proforma

TPA and Proforma SHA, as mentioned in

Section 3.4.

―Time Charter Agreement‖ Means the time charter party agreement to be

concluded between a successful Bidder and

GAIL or its Affiliate in respect of a Vessel

substantially in the form of the Proforma TCP.

―Time Charter Documents‖ Means collectively the agreements to be entered

into by SPC and GAIL (or its Affiliates) in

connection with the time chartering of a Vessel,

including a time charter party agreement

substantially in the form of the Proforma TCP

(including any guarantees to be issued pursuant

to such time charter party agreement), and a

tripartite agreement substantially in the form of

the Proforma TPA.

―UFC‖ Means Unit Freight Cost

―Vessel ‖ Has the same meaning as given to it in Section

3.2.



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3 INTRODUCTION AND BACKGROUND

3.1 GAIL (India) Limited

(a) GAIL is an integrated energy company, primarily involved in transportation

and marketing of natural gas. GAIL currently owns and operates close to

10,600 (Ten Thousand Six Hundred) kilometres of trunk pipelines to transport

more than 180 (One Hundred Eighty) million standard cubic meter per day

(MMSCD) of gas. GAIL also owns and operates two LPG pipelines covering

around 2,050 (Two Thousand Fifty) kilometres with a capacity of 3.8 (Three

point Eight) million tonnes per annum (MMTPA) of LPG, 7 (Seven) gas

processing plants for production of LPG and other liquid hydrocarbons with a

production capacity of 1.4 (One point Four) MMTPA and a gas based

integrated petrochemical plant of 410,000 (Four Hundred Ten Thousand)

tonnes per annum (TPA) polymer capacity which is further being expanded to

a capacity of 900,000 (Nine Hundred Thousand) TPA. Besides, GAIL has

participatory interest in 28 (Twenty Eight) exploration and production blocks

and is also the promoter of Petronet LNG Ltd. (PLL) and Ratnagiri Gas and

Power Pvt. Ltd (RGPPL).

(b) GAIL has 20% (Twenty percent) stake in shale gas assets in Eagle Ford in

Texas through its subsidiary GAIL Global (USA) Inc. GAIL has also opened a

trading desk at Singapore for LNG trading through its subsidiary GAIL Global

Singapore.

(c) In order to meet the growing demand of natural gas in India:

(i) GAIL has concluded a 3.5 (Three point Five) MMTPA LNG Sale and

Purchase Agreement (the ―SPA‖) on FOB basis for a period of 20

(Twenty) years (extendable by another ten (10) years) with Sabine Pass

Liquefaction, LLC. Deliveries will take place from the Sabine Pass

terminal located in Louisiana, USA and are expected to start from Q3

(i.e. third quarter) 2017 subject to fulfilment of required condition

precedents in the SPA;

(ii) GAIL Global (USA) LNG LLC, an Affiliate of GAIL, has concluded a

2.3 (Two point Three) MMTPA Terminal Service Agreement (the

―TSA‖) with Dominion Cove Point LNG LP for the utilisation of 2.3

(Two point Three) MMTPA of capacity of the Cove Point terminal and

liquefaction facilities for a period of 20 (Twenty) years (extendable by



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another five (5) years). Deliveries under the TSA are expected to start

from Q3 2017 subject to fulfilment of required condition precedents in

the TSA.

(iii) GAIL intends to deliver such LNG primarily in India through storage and

regasification capacity reserved at existing terminals on the West coast of

India. Such capacity is to be complemented with additional capacity

reservations to be made at terminals on the East coast of India. Existing

and expected capacity bookings are:

(A) Dahej (2.5 (Two point Five) mtpa firm capacity available for

GAIL);

(B) Dabhol (5 (Five) mtpa firm capacity available for GAIL);

(C) GAIL is discussing capacity reservations with various terminals

developers (onshore facilities and/or FSRUs) on the East coast.

(d) GAIL has appointed the Techno-Commercial Consultant to assist in the

running of the tender process and the evaluation of any Bids submitted

hereunder.

3.2 Shipping Requirement and Invitation to Tender

(a) To meet its transportation requirements, GAIL intends, directly or through an

Affiliate, to enter into the Time Charter Documents with one or more

shipowners specialised in the operation of LNG vessels and meeting the

Bidder‘s Eligibility Criteria, Shipyard Eligibility Criteria and other techno-

commercial requirements of the Bid to be selected through this bidding

process.

(b) GAIL requires LNG vessels to transport upto 5.8 MTPA of LNG from United

States of America to India. GAIL is also undertaking an exercise of swapping /

trading of LNG. Based on the outcome of such exercise, the final requirement

of Vessels shall emerge and award shall be made accordingly. The present Bid

is calling for 9 (nine) LNG vessels in lots of three Vessels each., of a cargo

capacity of not less than 150,000 (One Hundred Fifty Thousand) m3 and not

more than 180,000 (One Hundred Eighty Thousand) m3, enabling GAIL to

comply with its off-take commitments at Sabine Pass and Cove Point from the

3rd

quarter of 2017. Bids are invited based on current scenario; however GAIL

is undertaking an exercise of trading/swapping of LNG. Based on the outcome



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of such exercise, the final requirement of the vessels shall emerge and award

shall be made accordingly.

(c) GAIL hereby issues the Instructions and invites Bidders to submit, in strict

compliance with the terms of these Instructions, a binding Bid for the time

chartering to GAIL or its Affiliate for approximately 09 (nine) Vessels in lots

of 3 (three) Vessels (each such lot of 3 (three) Vessels, being a ―Lot‖). The

Bidders will be required to quote for Lots of 3 (Three) Vessels, with a

provision that under each Lot, one of the Vessel shall be built in Indian

shipyard. The Bidder can quote either for one / two / three Lots of 03 (three)

Vessels each. The Bidder shall build the LNG vessel in such Shipyard, which

meet the Shipyard Eligibility Criteria as mentioned in Section 6.

(d) Due to Vessel size varying between 150,000 – 180,000 m3, GAIL may hire an

additional one or two Vessels to fulfil its capacity requirement (such additional

one or more Vessels being the ―Additional Vessels‖). To meet this

requirement, Bidders will be required to quote for one Additional Vessel or

two Additional Vessels, in addition to the quote for the Lot(s). Provided that

where the Bidder submits a quote for two Additional Vessels, the Bidder shall

also be mandatorily required to submit a quote for one Additional Vessel.

(e) Each Lot of Vessels (and all Additional Vessels) offered by the Bidder should

be designed and built pursuant to specifications that are as per the Outline

Specifications at a Shipyard meeting the Shipyard Eligibility Criteria and that

otherwise complies with the requirements of these Instructions (each a

―Vessel‖). Bidders may offer Vessels of either membrane technology or MOSS

technology, with TFDE or steam propulsion system, in each case being

compliant with the Outline Specifications.

3.3 Scope of the Tender

(a) The Vessels that are the subject of Bidder‘s Bid shall be newly built, designed,

constructed and sold to Bidder in accordance with a shipbuilding contract to be

approved by GAIL (or its Affiliates) and concluded between Bidder and any

Shipyard(s) meeting the Shipyard Eligibility Criteria described in the present

Instructions.

(b) The Vessels shall comply with the technical requirements contained in the

Outline Specifications and have a cargo capacity [at 100% (One Hundred



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percent)] of not less than 150,000 (One Hundred Fifty Thousand) m3 and not

more than 180,000 (One Hundred Eighty Thousand) m3.

(c) In securing new-building positions for this Bid at any of the eligible

Shipyards, Bidder shall ensure that the relevant Vessels shall be delivered and

available for the Time Charter in accordance with the following schedule:

(i) 06 (six) Vessels under Lot 1 and Lot 2 will be delivered in two (2)

batches as under:

- 04 (four) Vessels* from overseas Shipyards (two under each of

Lot 1 and Lot 2) within the eight months window starting from

August 1, 2017 and ending on March 31, 2018, provided that

each TCPA shall specify a six months window within the

aforesaid 8 months period within which the delivery of the

relevant Vessel is to be undertaken (―Batch 1‖), and each

TCPA shall specify an appropriate windowing mechanism for

the delivery date of the relevant Vessel.

- 02 (two) Vessels from Indian Shipyards, will be delivered no

later than the date falling six years from the respective date of

issuance of the notice of award/ Fax of Acceptance for such

Vessels, provided that each TCP shall specify an appropriate

windowing mechanism for the delivery date of the relevant

Vessel (―Batch 2”).

Refer to the Proforma TCP for the detailed description of the

window mechanism.

* In case any of the 04 (four) Vessels under Batch 1 are not required in

the prescribed window, the Charterer reserves the right to take delivery

of such Vessels of Batch 1 in the window starting from February 1,

2018 and ending on September 30, 2018, through issuing a notice to the

Owners (the ―Delay Notice‖).

In the event that the Delay Notice is issued by the Charterer:

within twelve (12) months after the execution of the Time

Charter Agreement, the Owner shall be entitled to compensation

by Charterer of USD 5,000 (United States Dollars Five

Thousand) per day per Vessel for the period between the last



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date in the window specified in the TCP up to the actual date of

delivery of the Vessel as requested by the Charterer;

after the expiry of twelve (12) months from the execution of the

Time Charter Agreement, the Owner shall be entitled to

compensation by Charterer of USD 20,000 (United States

Dollars Twenty Thousand) per day per Vessel between the last

date in the window specified in the TCP up to the actual date of

delivery of the Vessel as requested by the Charterer.

(ii) 03 (three) Vessels under Lot 3 will be delivered in two (2) batches as

under:

- 02 (two) Vessels* from overseas Shipyards, within the eight

months window starting from February 1, 2018 and ending on

September 30, 2018, provided that each TCP shall specify a six

months window within the aforesaid 8 months period within

which the delivery of the relevant Vessel is to be undertaken

(―Batch 3‖) and each TCP shall specify an appropriate

windowing mechanism for the delivery date of the relevant

Vessel.

- 01 (one) Vessel from Indian Shipyards, will be delivered no

later than the date falling six years from the date of issuance of

the notice of award/ Fax of Acceptance for such Vessel ,

provided that the TCP shall specify an appropriate windowing

mechanism for the delivery date of the relevant Vessel

(―Batch 4‖).

Refer to the Proforma TCP for the detailed description of the window

mechanism.

(d) The Additional Vessel(s) may be requested by GAIL for delivery either as part

of Batch 1 or along with the Vessels in Batch 3. Where the Additional Vessels

are requested along with Batch 1 or Batch 3, the provisions relating to delivery

in Batch 1 or Batch 3 (as the case may be) shall be applicable mutatis mutandis

to such delivery of the Additional Vessels.

3.4 Structure of the Tender Document

This Tender Document consists of the following 2 (two) parts:



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PART 1: INSTRUCTIONS TO BIDDERS

This part provides information about the bidding procedure and consists of:

(i) Table of contents

(ii) Disclaimer

(iii) List of Abbreviations

(iv) Definitions

(v) Forms to be filled by the Bidder

(vi) Appendices

(vii) Check list - List of Information / Documents to be included in the

Techno- Commercial Bid

(viii) Format for Schedule of Rates

(ix) E-Tendering Instructions

PART 2 : AGREEMENTS AND TECHNICAL DOCUMENTS

This part includes the Time Charter Agreement to be executed by the Owner

and GAIL (or its Affiliates) and other agreement and relevant technical

specifications as follows:

PART 2A: PROFORMA TCP

PART 2B: PROFORMA APPENDICES TO THE TCP

PART 2C: PROFORMA TPA

PART 2D: PROFORMA SHA

PART 2E: OUTLINE SPECIFICATION

PART 3 : PROJECT INFORMATION MEMORANDUM

3.5 Rules of Construction

In the interpretation of this Part, unless the context otherwise requires:

(a) the singular of term includes the plural and vice versa, and any word or

expression defined in the singular has the corresponding meaning used in the

plural and vice versa;

(b) a reference to any gender includes the other gender;

(c) unless otherwise stated, a reference to a Section, Sub- Section, Paragraph, Sub-

paragraph, Annexure, Exhibit, Attachment, Schedule or Recital is a reference to



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a Section, Sub- Section, Paragraph, Sub-paragraph, Annexure, Exhibit,

Attachment, Schedule or Recital of this Part;

(d) a reference to any agreement is a reference to that agreement and all annexes,

attachments, exhibits, schedules, appendices and the like incorporated therein, as

the same may be amended, modified, supplemented, waived, varied, added to,

substituted, replaced, renewed or extended, from time to time, in accordance

with the terms thereof;

(e) the terms ―include‖ and ―including‖ shall be deemed to be followed by the words

―without limitation‖, whether or not so followed;

(f) any reference to a person shall include such person's successors and permitted

assignees;

(g) a reference to a ―writing‖ or ―written‖ includes printing, typing, lithography and

other means of reproducing words in a visible form;

(h) any date or period set forth in this Part shall be such date or period as may be

extended pursuant to the terms of this Part;

(i) a reference to ―month‖ shall mean a calendar month, and a reference to ―day‖

shall mean a calendar day, unless otherwise specified;

(j) in case of a conflict or contradiction between the main body of this ITB and its

Annexures, the contents of the main body will prevail, to the extent of such

contradiction. In case of any other contradiction, the more specific provision

shall override the general provision. GAIL‘s decision with respect to any priority

or precedence with respect to any such conflict or contradiction shall be final and

binding on the Bidder.

(k) all capitalised terms not specifically defined but used in this Part shall have the

meaning respectively assigned to them in the Time Charter Agreement, unless

the context requires otherwise.

4 BID SECURITY, INTEGRITY PACT & POWER OF ATTORNEY

4.1 Earnest Money Deposit / Bid Security

The Bidder shall submit the following documents in physical form before the due date

of submission of bid:

(a) A ―Bid Security‖ for an amount of United States Dollars (USD) 1,500,000 (One

Million Five Hundred Thousand) for each Lot of 03 (Three) nos. Vessels (and all

Additional Vessel(s) in the Bid of the relevant Bidder). For any additional Lot to

be quoted by the Bidders, an additional Bid Security amount of USD 1,500,000



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(One Million Five Hundred Thousand) per Lot is to be submitted, provided that

the aggregate Bid Security to be furnished shall not exceed USD 3,000,000

(Three Million), for 2 (two) or more Lots. No separate Bid Security is to be

provided for the Additional Vessels, and the Bid Security provided for the Lots

shall be deemed to cover, and extend to, all Additional Vessels in the Bid of the

Bidder.

Bid Security amount = USD 1,500,000 (One Million Five Hundred Thousand) x

no. of Lot(s) quoted [and Additional Vessel(s)], subject to a cap of USD

3,000,000 (Three Million).

If a single Bidder / Consortium has quoted for one Lot (and Additional

Vessels): USD 1,500,000 (One Million Five Hundred Thousand)

If a single Bidder / Consortium has quoted for two Lots (and Additional

Vessels): USD 3,000,000 (Three Million)

If a single Bidder / Consortium has quoted for three Lots (and Additional

Vessels): USD 3,000,000 (Three Million)

Bids must be accompanied with 'Bid Security' in the form of 'Demand Draft' in

favor of GAIL (India) Limited, payable at New Delhi or a 'Banker's Cheque'

or a 'Bank Guarantee' or a 'Letter of Credit'.

Bidders shall ensure that a 'Bid Security', having a validity of at least two (02)

months beyond the validity of the Bid, must accompany the Bid in the format(s)

made available in the Bid Document. In case of successful Bidder, Bid security

shall remain valid till signing of Agreements and furnishing Contract

Performance Guarantee / Performance Security. Bids not accompanied with 'Bid

Security', or 'Bid Security' not in requisite form or Bid Security with shorter

validity period shall be liable for rejection. Where the period of Bid validity is

extended, the Bid Security shall also be extended accordingly, failing which the

Bid shall be liable to be rejected.

(b) The Bid Security is required to protect GAIL against the risk of Bidder's

conduct, which would warrant the Bid Security's forfeiture.

(c) GAIL shall not be liable to pay any Bank charges, commission or interest on the

amount of 'Bid Security'. In case the 'Bid Security' is in the form of a 'Bank



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Guarantee' or Letter of Credit‘ the same shall be 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, in case of 'Bank Guarantee'

from banks other than the Nationalized Indian Banks, the Bank must be a

commercial bank having net worth in excess of Rs. 100 Crores (Rupees One

Hundred Crores] and a declaration to this effect should be made by such

commercial Bank either in the 'Bank Guarantee' itself or separately on its

letterhead.

(d) Any Bid not secured in accordance with the present Instructions may be rejected

by GAIL as non-responsive.

(e) The unsuccessful Bidder's 'Bid Security' will be discharged/ returned as promptly

as possible, but not later than 'thirty (30] days' after expiry of the 'Period of Bid

Validity' prescribed by GAIL.

(f) The successful Bidder's 'Bid Security' will be discharged/ returned upon the

Bidder's accepting the 'Award', signing various Agreements including TCPA,

SHA, Ship Building Contract, any other document(s) as mentioned in the Tender

and furnishing the Contract Performance Guarantee / Performance Security.

(g) The 'Bid Security' may be forfeited, inter-alia:

(A) If a Bidder withdraws his Bid during the period of bid validity

(completely or partially) or fails to extend the Bid Security upon the

extension of the period of bid validity;

(B) In the case of a successful Bidder, if the Bidder fails:

(i) to accept the "Notification of Award" / "Fax of Acceptance (FOA)",

or

(ii) to furnish Owner‘s Guarantee and/ or Performance Bank Guarantee,

in accordance with Section 8 and 15.1 of ITB;

(iii) to accept corrections on account of arithmetical errors or

inaccuracies in the Priced Bid of the Bidder;

(iv) to sign various agreements in accordance with the timeline

mentioned in Section 9.6.2 of ITB.

(C) Otherwise on account of a material breach of these Instructions or

instructions mentioned elsewhere in the Tender.



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(h) In case Bid Security is in the form of 'Bank Guarantee or Letter of Credit ', the

same must indicate the Tender No. and the Lot (and Additional Vessels) for

which the Bidder is quoting. This is essential to have proper correlation at a later

date.

4.2 Integrity Pact

(a) GAIL, endeavouring to maintain and foster the most ethical and corruption free

business environment, has decided to adopt the ―Integrity Pact‖, a tool

developed by Transparency International to ensure that all activities and

transactions between GAIL and its counterparts (bidders, contractors, vendors,

suppliers, service providers, consultants etc.) are handled in a fair and

transparent manner, completely free of corruption. Accordingly, an MOU on

Integrity Pact has been signed on 23rd

July, 2007 by GAIL with Transparency

International India.

(b) Bidders are required to sign the integrity pact (as per the format enclosed at

Annexure 2), failing which their Bid shall be liable for rejection.

(c) Commitments and obligations of the Bidder:

(i) The Bidder, directly or indirectly (through its agent, consultant, advisor

etc), shall not pay any bribe / influence or give undue / unlawful benefit

to anyone to gain undue advantage in dealing with GAIL.

(ii) The Bidder will not engage in collusion of any kind including price

fixation etc. with other counterparties.

(iii) The Bidder will not pass GAIL‘s confidential information to any third

party unless specifically authorized by GAIL in writing.

(iv) The Bidder shall promote and observe best ethical practices within their

respective organizations.

(v) The Bidder shall inform the Independent External Monitor (IEM).

(A) If it receives any demand, directly or indirectly, for a bribe /

favor or any illegal gratification / payment / benefit;

(B) If it comes to know of any unethical or illegal payment /

benefit;

(C) If it makes any payment to any GAIL associate;

(vi) The Bidder shall not make any false or misleading allegations against

GAIL or its associates.



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(d) Violations And Consequences:

(i) If a Bidder commits a violation of its commitments and obligations

under the Integrity Pact program during bidding process, their entire

Bid Security, would be forfeited and in addition, they may be

blacklisted from the GAIL business in future.

(ii) In case of violation of the Integrity Pact by Bidder after award of the

contract, GAIL shall be entitled to terminate the contract. GAIL would

forfeit the Security Deposits, en-cash the Bank Guarantee(s) and forfeit

other payments to Bidder in such cases.

(iii) Subject to satisfaction of the Independent External Monitor, GAIL may

ban / blacklist / put on holiday and exclude the Bidder from future

dealings until GAIL is satisfied that Bidder shall not commit any such

violation in future.

(iv) In addition to above, GAIL reserves its right to initiate criminal

proceedings against the violating Bidder, if the allegations by Bidder

are found frivolous, untrue and misleading and may also impose

exemplary cost for the same.

(v) The Bidder will be entitled to claim as determined by the Independent

External Monitor, if the above (iv) is found incorrect.

(e) Independent External Monitors (IEMS)

The following 3 (three) Independent External Monitors (IEMs) have been

appointed by GAIL, in terms of Integrity Pact (IP) which forms part of GAIL

Tenders / Contracts.

(i) Shri V.K.Gupta (email id: [email protected] )

(ii) Shri Naresh Narad (email id: [email protected] )

(iii) Shri Anil Kumar (email id: [email protected] )

This panel is authorized to examine / consider all references made to it under

this tender. The Bidder(s), in case of any dispute(s) / complaint(s) pertaining to

this tender may raise the issue either with the designated officials in GAIL or

directly with the IEMs on the panel c/o Chief Vigilance Officer, GAIL (India)

Limited, GAIL Bhawan, 16, Bhikaiji Cama Place, R.K. Puram, New Delhi –

110066

4.3 Power of Attorney






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In case of a Single Bidder, Power of Attorney issued by the Board of Directors/ CEO /

MD / Company Secretary of the Bidder in favour of the authorised employee(s) of the

Bidder, in respect of the particular tender for signing the Bid and all subsequent

communications, agreements, documents pertaining to the tender and to act and take

any and all decision on behalf of the Bidder is to be submitted.

In case of a Consortium, Power of Attorney issued by Board of Directors/ CEO / MD /

Company Secretary of the Consortium Leader as well as Consortium Member(s) of

the Consortium in favour of the authorised employee(s) of the Consortium Leader, for

signing the documents on behalf of the Bidder, in respect of this particular tender, to

sign the Bid and all subsequent communications, agreements, documents pertaining to

the tender and act and take any and all decision on behalf of the Consortium are to be

submitted.

5 BIDDER ELIGIBILITY CRITERIA (BEC):

The Bidder Eligibility Criteria (BEC) are aimed at ensuring that a Bidder has the

necessary expertise and resources (whether financial as well as technical) to acquire,

own and to safely and efficiently operate the Vessels.

The Bidder can be a Single Bidder OR a Consortium (as defined in the ITT). The

Bidder shall meet the following eligibility criteria and agree to the conditions set out

below failing which the Bid shall be rejected:

5.1 Technical Criteria

The Bidder (a Single Bidder OR a Consortium) shall meet the following technical

criteria (the ―Technical Criteria‖):

5.1.1 Single Bidder:

The Bidder must have:

(a) in the preceding 7 (Seven) years prior to due date of submission of the Bid, ownership

experience with minimum 25% (Twenty Five percent) of equity directly or through its

parent company or 100% (One Hundred percent) subsidiary company in at least:

(i) 3 (Three) number of LNG vessel(s) if quoting for one Lot of 3 (Three) Vessels

plus 1(One) /2 (Two) Additional Vessels;

(ii) 4 (Four) number of LNG vessels if quoting for two Lots of 6 (Six) Vessels plus

1(One)/2 (Two) Additional Vessels; and

(iii) 5 (Five) number of LNG vessels if quoting for three Lots of 9 (Nine) Vessels

plus 1(One)/2 (Two) Additional Vessels.



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During the ownership of the Bidder, such LNG vessels should have been under time

charter hire for a duration of minimum 2 (two) years prior to the due date of

submission of bid and the carrying capacity of such LNG vessels should not be less

than 135,000 (One Hundred Thirty Five Thousand) m3; and

(b) experience of LNG vessel management of at least 1 (One) LNG vessel, with capacity

not less than 135,000 (One Hundred Thirty Five Thousand) m3 of Membrane OR

MOSS type containment system and DFDE / TFDE / steam type propulsion system,

for a period of at least 1 (One) year in preceding 7 (Seven) years prior to due date of

submission of the Bid;

OR

experience of LNG vessel management of at least 1 (One) LNG vessel, with capacity

not less than 135,000 (One Hundred Thirty Five Thousand) m3 of Membrane OR

MOSS type containment system and DFDE / TFDE / steam type propulsion system,

through a Vessel manager engaged by the Bidder with its complete responsibility, for

a period of at least 1 (One) year in preceding 7 (Seven) years prior to due date of

submission of the Bid and;

(c) experience of supervising LNG Ship building contract(s) including framing contract

conditions and vessel specifications, plan approval and construction supervision in

preceding 7 (Seven) years for at least one LNG vessel having a capacity not less than

135,000 (One Hundred Thirty Five Thousand) m3 of Membrane OR MOSS type

containment system and DFDE / TFDE / steam type propulsion system; and

(d) Similar to proposed Vessel, the Bidder must have the past experience of containment

and propulsion system either both (containment and propulsion system) in one LNG

vessel or separately in different LNG vessels, of capacity not less than 135,000 m3

in

preceding 7 (Seven) years prior to due date of submission of the Bid.

5.1.2 Consortium Bids:

(a) The total number of members in a consortium including the Leader shall not be more

than 04 (four).

(b) The Leader of the consortium must meet the experience criteria mentioned above at

5.1.1 (a) and 5.1.1 (b) OR 5.1.1(a) and 5.1.1 (c), of the Technical Criteria; and

(c) Other Consortium Member(s) [other than the Leader] must meet at least either 5.1.1(b)

or 5.1.1 (c) of the Technical Criteria.

In case, any such Consortium member does not meet either 5.1.1 (b) or 5.1.1 (c) of the

Technical Criteria, but has the ownership experience in at least one LNG vessel of

135,000 M3 OR non-LNG Vessel of 100,000 (One Hundred Thousand) DWT or



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equivalent capacity for transportation of liquid hydrocarbon in the preceding 7 (Seven)

years prior to due date of submission of the bid with minimum 10% of equity

ownership for a duration of minimum 2 (Two) years, the same is also acceptable,

provided that number of such member shall not be more than one in a consortium.

(d) Similar to proposed vessel, the Leader of Consortium must have the past experience of

containment and propulsion system either both (containment and propulsion system)

in one LNG vessel or separately in different LNG vessels of capacity not less than

135,000 m3

in preceding 7 (Seven) years prior to due date of submission of the Bid.

(e) The Bidding Consortium must collectively meet the Technical Criteria at (a), (b), (c)

and (d) as specified in Section 5.1.2 above;

5.2 Financial Criteria:

5.2.1 Annual Turnover:

(A) Single Bidder:

The Bidder must have the following minimum annual turnover in any one of the

preceding 3 (Three) financial years:

(i) Minimum annual turnover of USD 45,000,000 (United States Dollars Forty

Five Million) for one Lot of 03 (three) Vessels and USD 15,000,000 (United

States Dollars Fifteen Million) for each Additional Vessel;

(ii) Minimum annual turnover of USD 90,000,000 (United States Dollars Ninety

Million) for two Lots of 03 (Three) Vessels each and USD 15,000,000 (United

States Dollars Fifteen Million) for each Additional Vessel;

(iii) Minimum annual turnover of USD 135,000,000 (United States Dollars One

Hundred Thirty Five Million) for three Lots of 03 (Three) Vessels each and

USD 15,000,000 (United States Dollars Fifteen Million) for each Additional

Vessel.

(B) Consortium Bid:

The Consortium Leader and other Consortium Member(s) must have following

minimum annual turnover in any one of the preceding 3 (Three) financial years:

(i) Consortium Leader: Same as for the Single Bidder as mentioned in Section

5.2.1 (A) above.

(ii) Other Consortium Member(s): Individual Consortium member must have a

minimum annual turnover of USD 22,500,000 (US Dollars Twenty Two &

Half Million)

5.2.2 Net Worth



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The Net Worth of Single Bidder / Consortium Leader should not be less than USD

45,000,000 (United States Dollars Forty Five Million) as per the last audited financial

statement. The Net Worth of other Consortium Member(s) should be positive.

General Note:

(1) Applicable for Consortium Bid only:

In the event of being successful, contract shall be awarded to Consortium.

After the notification of award and before signing of Time Charter Party

Agreement (TPA), the Consortium while creating Special Purpose Company

(SPC) for the vessel(s) may have a consortium member as largest shareholder

(other than the Leader) in the bidding Consortium as long as such member

meets the qualifying criteria of BEC (both Technical and Financial) meant for

the Leader mentioned above. However, Leader of Consortium must continue to

be the largest shareholder in at least one vessel under a Lot.

The bidding Consortium intending to do so, should mention the same upfront

in their bid and must furnish the following documents in their Technical Bid

(un priced bid) in respect of such member(s) intending to hold largest

shareholding in SPC:

(i) declaration in the format ANNEXURE 16 and

(ii) requisite documents in support of meeting BEC (both Technical and

Financial Criteria) applicable to Consortium Leader

(2) During the submission and processing of the Bid, the Bidder should not be

under holiday list of GAIL or blacklisted by any Govt. Dept./ Public Sector

Undertaking of the Indian Government. Further, no liquidation, bankruptcy,

court receivership or other similar proceedings should have been initiated or

pending against the Bidding Company or Consortium Leader or any

Consortium Member.

(3) The Bidder (Single Bidder / Consortium) shall comply with the Shipping

Development Circular No. 2 of 2002 issued by the DG Shipping on 8

November, 2002 and other applicable circulars, guidelines and directions

issued by the DG Shipping, as amended or modified or reissued from time to

time, if applicable.

(4) Net Worth shall be the subscribed and paid up share capital of an entity plus its

free reserves but excluding revaluation reserves, as reduced by accumulated

losses, intangible assets, and miscellaneous expenditure not written off.



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5.3 Documents to be submitted for compliance to BEC

5.3.1 Technical Criteria:

(A) The Bidder shall furnish the following documentary evidences along with the Bid in

support of meeting the requirement of 5.1.1 & 5.1.2 of Technical Criteria (as the case

may be):

(i) Copy of contract(s)/agreement(s) (for the ―Assignment‖) with the

Charterer/relevant client showing the scope of work / services and ownership

experience.

(ii) Copy of certificate issued by the Charterer/relevant client indicating execution

& performance of the respective contract/ agreement and showing reference of

contract/ agreement no., date, completion date etc. in support of meeting the

above criteria.

(B) The authentication of the documents submitted in support of the Technical Criteria of

BEC, shall be as under:

(i) Indian Bidder

(a) Duly certified / attested by a Chartered Engineer with legible stamp;

and

(b) Duly certified/attested by Notary Public with legible stamp

(ii) Foreign Bidder

(a) Duly certified / attested by Chartered Engineer/ licensed professional

engineer / or equivalent registered engineer of Bidder‘s country with

legible stamp and

(b) Certified true copies, duly signed, dated and stamped by an official,

authorized for this purpose in Indian Embassy/ High Commission in

Bidder‘s country. However, member countries of Hague Convention

1961, supporting documents pertaining to Technical BEC certified by

―Apostle‖ of Bidder‘s country shall also be acceptable

5.3.2 Financial Criteria

The Bidder shall submit following documents in support of meeting Financial Criteria

of BEC:

(A) Audited Financial Statement / Annual Report for immediate 3 (Three)

preceding financial years. In case the present tender has a Bid closing date up

to 30th

September of the relevant financial year and audited financial results of

immediate 3 (Three) preceding financial years is not available, the Bidder has

an option to submit the audited financial results of 3 (Three) years immediately

prior to relevant financial year. Wherever, the Bid closing date is after 30th

September of the relevant financial year, Bidder has to compulsorily submit

the audited financial results of immediate preceding 3 (Three) financial years.



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(B) In addition to above, the authentication of the documents submitted in support

of the Financial Criteria of BEC, shall be as under:

(i) Indian Bidder:

(a) ―Details of Financial capability of Bidder‖ in Format provided in the

tender, duly signed and stamped by a Chartered Accountant and

(b) Copy of audited annual financial statements submitted shall be duly

certified / attested by Notary Public with legible stamp.

(ii) Foreign Bidder:

(a) ―Details of Financial capability of Bidder‖ in Format provided in the

tender, duly signed and stamped by a Chartered Accountant / Certified

Public Accountant of the bidder‘s country; and

(b) Certified true copies of audited annual financial statements, duly

signed, dated and stamped by an official, authorised for this purpose

in Indian Embassy / High Commission in Bidder‘s country. However,

member countries of Hague Convention 1961, supporting documents

pertaining to Financial Criteria of BEC certified by ―Apostle‖ of

Bidder‘s country shall also be acceptable.

6.0 SHIPYARD ELIGIBILITY CRITERIA

The Shipyard Eligibility Criteria are aimed at ensuring that any Vessel is

designed, built and delivered by first class international Shipyards having

experience in the construction of LNG Vessels and that are able to provide a

level of quality in its design and workmanship that will minimise the risk of

disturbances in the operating life of the Vessel.

6.1 Technical Criteria for Shipyard:

(A) For Overseas Shipyard:

Considering the total number of Vessels to be built, and the limited number of

capable Shipyards worldwide, the Bidder may propose one or more Shipyards

for the construction of the proposed Vessels meeting following criteria:

(i) Must have constructed and delivered at least 01 (One) LNG Vessel of

capacity not less than 135,000 (One Hundred and Thirty Five

Thousand) m3 with Membrane or MOSS type containment system and

DFDE / TFDE/ steam type propulsion system in preceding 10 (ten )

years and such LNG Vessel should have been in service for at least 01

(One) year prior to the due date of submission of the Bid;

(ii) The proposed Shipyards where the offered Vessel would be built must

have past experience similar to the proposed containment and

propulsion system either both (containment and propulsion system) in



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one LNG Vessel or separately in different LNG Vessels, having vessel

capacity not less than 135,000 m3;

(iii) Must be licensed by Gaztransport & Technigaz (GTT) to build LNG

Vessels equipped with a membrane type containment system (No. 96

or Mark III) or should possess valid license for building MOSS type

containment system (as the case may be, based on the LNG Vessel

specified in its Bid);

(iv) Must be certified under ISO 9001 (Management Quality), ISO 14001

(Environment Management) and OHSAS 18001 (Safe and Healthy

Working Environment Management);

(v) Must have provided a confirmation of its total capacity to build LNG

Vessels of the type required by the present tender, order for number of

LNG vessels already received by the Shipyard during the same

construction period and commitment(s) from the proposed Shipyard for

the construction of offered Vessel(s) in the event of award;

(B) For Indian Shipyard:

Indian Shipyards shall be considered meeting the criteria in Section 6.1 (A)(i)

and 6.1 (A) (ii) above, based on their having a binding agreement for technical

collaboration / technology transfer with a Shipyard meeting the Shipyard

Eligibility Criteria specified in Section 6.1(A) (i) & 6.1 (A) (ii) above

(hereinafter referred to as ―Qualified Shipyard‖), with validity of such

agreement till the end of first dry-dock (in the event of award). Without

limitation, the terms of such technical collaboration / technology transfer shall

include inter-alia:

Training of the personnel of the Indian Shipyards in all aspects of basic

design and construction drawings design, development, construction and

testing of the Vessels, by the Qualified Shipyard;

The Qualified Shipyard agreeing to undertake supervision in all aspects

of design development including preparing production drawings,

drawings required for submission to owners, classification society and

flag administration, obtain approval, development, construction and

testing of the Vessels by the Indian Shipyard;

The Qualified Shipyard agreeing to undertake quality control of all

aspects of the design, development, construction and testing of the

Vessels by the Indian Shipyard;

The Qualified Shipyard agreeing to undertake oversight and assist in the

selection of vendors and sourcing of materials and personnel for the

design, development, construction and testing of the Vessels by the

Indian Shipyard;



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The Qualified Shipyard agreeing to license all requisite technology

(including for the containment system and the propulsion system)

required for the development, construction and testing of the Vessels by

the Indian Shipyard.

Providing support relating to post delivery of the Vessel i.e. services

during the guarantee period

Assist in Preparation of shipbuilding standards (inspection, practice and

quality standards)

Assist in establishing special testing facilities and construction equipment

required for LNG vessels in the shipbuilding yard.

6.2 Financial Criteria (both Overseas and Indian Shipyards):

(i) Must have minimum annual turnover of US$ 1,000,000,000 (United

States Dollars One Billion) as per the audited Financial Statement in

any of the preceding 3 (Three) financial years, on its own or together

with its parent company;

(ii) Must have Net Worth of at least USD 500,000,000 (United States Five

Hundred Million) as per the last audited Financial Statement, on its

own or together with its parent company;

Documents to be submitted for the Shipyard:

The following documentary evidences along with the Bid are to be submitted for

meeting the requirements at Section 6.1 above:

(i) Copy of contract(s)/ agreement(s) showing scope of work/services as well as

copy of a certificate issued by the Charterer / relevant client showing delivery

of the LNG vessel to the Shipyard towards meeting Section 6.1 (A)(i) above.

OR

A certificate issued by the Charterer / relevant client to the Shipyard showing

scope of work/services, date of delivery of the LNG vessel for meeting Section

6.1 (A) (i) above.

(ii) Copy of relevant documents for meeting Section 6.1(A)(ii) above.

(iii) Copy of valid License for meeting Section 6.1 (A)(iii) above,

(iv) Copy of certificates issued by a reputed Certification Agency for meeting

Section 6.1(A) (iv) above,

(v) Copy of confirmation letter from the proposed Shipyard for meeting Section

6.1 (A)(v) above,

(vi) Financial Statement / Annual Report including Audited Balance Sheet and

Profit & Loss Account Statement of the Shipyard for immediate 3 (Three)

preceding financial years for meeting 6.2(i) and 6.2(ii) of the above criteria. In



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case the present tender has a Bid closing date up to 30th

September of the

relevant financial year and audited financial results of immediate 3 (Three)

preceding financial year being not available, the Bidder has an option to submit

the audited financial results of three years immediately prior to relevant

financial year. Wherever, the Bid closing date is after 30th

September of the

relevant financial year, the Bidder has to compulsorily submit the audited

financial results of immediate preceding 3 (Three) financial years.

(vii) In case of Indian Shipyard meeting the criteria in Section 6.1(A)(i) & 6.1(A)(ii)

above based on the qualification of a Qualified Shipyard, a binding agreement

between the Indian Shipyard and the Qualified Shipyard is to be submitted in

the manner specified under Section 6.1 (B) above.

Note : The authentication of the documents submitted in support of meeting the

Technical Criteria and financial Criteria for Shipyard shall be in the same

manner as specified above under Section 5.3.1 (B) and 5.3.2 (B) respectively.

7 REQUIREMENTS FOR THE SHIP MANAGER

The ship manager proposed by the Bidder must meet the requirements specified at

Section 5.1.1(b) above, and shall be subject to approval by GAIL, and be to the

satisfaction of Sabine Pass LNG LP, and Dominion Cove Point LNG LP.

8 PARENT/ PROMOTER COMPANY GUARANTEE

An Owner‘s Guarantee in the form specified in Appendix IV to the Proforma TCP

shall be provided to Charterer simultaneously with or prior to, the execution of the

Time Charter Agreement (the ―Owner’s Guarantee‖). The Owner‘s Guarantee shall

be provided by the largest shareholder of the Owner (or where the largest shareholder

has been qualified in the bidding process, on the basis of the credentials of a parent, by

such parent company) or by any other bank/ financial institution proposed by the

Owner and accepted by Charterer in its sole discretion.

The Owner‘s Guarantee shall continue to be valid and effective upto 90 days after the

delivery of the Vessel (including delay notice period if any) pursuant to the Time

Charter Agreement.

9 COMPLIANCE WITH TENDER DOCUMENTS

9.1 The Bidder shall comply with the following:



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(a) Bidders presenting a Bid that does not meet the Eligibility Criteria (both in

relation to Bidder itself and the proposed Shipyard) shall be disqualified from

the tender process.

(b) The Tender Documents specify the requirements with which Bidder‘s Bid shall

comply, and consist of the documents prescribed under this ITT (including the

presented at section 5.3 above).

(c) The Bidder‘s Bid shall be based upon and strictly comply with the contents and

the requirements of the Tender Documents.

(d) The Bidders are requested to submit their Bid in compliance with the Tender

Document, and to avoid seeking deviation(s) to the terms of the Tender

Documents. However, if unavoidable, minor deviation(s), if any, may be

provided through Annexures 5 and 6 attached to the present instructions. The

Bid shall not be conditional upon the acceptance by GAIL of any minor

deviations provided through Annexure 5 or Annexure 6, and such deviations

may be accepted or rejected by GAIL at its sole discretion. Bidders may also

note that no price implication shall be permitted on account of withdrawal of

deviation(s) at a later date. It is clarified that the terms prescribed by GAIL in

the Proforma TPA are the minimum terms to be included in the final tripartite

agreement to be executed with the shipbuilder.

(e) Each Bid shall be firm, irrevocable and unconditional, and capable of

acceptance by GAIL within the relevant validity period.

9.2 Time Charter Documents

The Time Charter Documents will substantially be in the form of the Proforma TCP

including appendices and the Proforma TPA including appendices, save as otherwise

agreed between GAIL and the successful Bidder.

9.3 Absence of Shareholder Guarantee

(a) There shall be no actual or implied guarantee from, or any form of actual or

implied recourse against, any of the Affiliates or shareholders of GAIL in

relation to any Time Charter Documents to be entered into between GAIL and

any successful Bidder.

(b) If the Time Charter Documents are to be entered into by an Affiliate of GAIL,

GAIL will provide a performance guarantee in relation to the Time Charter

Documents to be entered into by such Affiliate. However, there shall be no



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actual or implied guarantee from, or any form of actual or implied recourse

against, any of the other Affiliates or against the shareholders of GAIL in

relation to such Time Charter Documents.

9.4 Interaction with Financiers

GAIL will cooperate with Bidders in finalising their financing arrangements in a

reasonable manner without any cost to GAIL; provided that Bidders and their lenders

need to be aware that the following items will not be made available to Bidders or

their lenders by GAIL:

(i) A payment security mechanism for Bidders or their lenders;

(ii) Independent consultant reports on LNG or gas marketing, or shipping;

and

(iii) Access to any of the engineering, procurement and construction (EPC)

contracts, the SPA or TSA or any other agreements entered into by

GAIL with third parties, or any other document that is deemed to be

confidential in nature by GAIL in its sole discretion. To the extent

necessary, GAIL may provide extracts or summaries of the relevant

portions of the aforesaid documents.

9.5 Pre-Bid Meeting and Clarifications to Tender

(a) A pre-bid meeting shall be organized by GAIL to respond to the various

queries/ clarifications to the Tender Documents. A prospective Bidder

requiring any clarification with respect to the Tender Documents may notify

GAIL in writing or by fax or e-mail to reach GAIL at least 5 (Five) days prior

to the pre-bid meeting in the format attached to the ITT. Subsequent to the pre-

bid meeting, GAIL‘s responses (including an explanation of the query but

without identifying the source of the query) will be hosted on GAIL and other

relevant website(s).

(b) 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, modify the Tender Documents.

(c) If any of the clarifications requires an amendment to the Tender Documents, a

corrigendum will be issued. The clarifications and corrigendum, if any will be

hosted on GAIL and other relevant website(s) and intimation shall be sent to all

prospective Bidders.



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(d) In order to afford prospective Bidders, reasonable time in which to take the

amendment into account in preparing their bids, GAIL may, at its discretion,

extend the Bid due date.

9.6 Tentative Schedule of Tender Activities

9.6.1 The tentative schedule of tender activities shall be as under:

The aforesaid schedule is tentative and may vary in accordance with the requirements

of GAIL.

9.6.2 The Bidder agrees that the Time Charter Agreement shall be executed by GAIL and

the SPC within 30 (Thirty) days of the issuance of the notification of award by GAIL.

Prior to the execution of the Time Charter Agreement, the SPC shall submit to GAIL,

executed copies of the Shipbuilding Contract. The tripartite agreement shall be

executed simultaneously with the execution of the Time Charter Agreement.

9.7 Late submission of Bids

(a) No late Bids/ offers after due date and time shall be permitted in E-Tender

system/portal, as Bidders will not have any access to the E-Tender portal for

this ITT beyond the deadline for submission of the Bids. If a Bidder intends to

modify the Bid already submitted, they may do so, on or before the deadline

for submission of Bids.

Activity Tentative Date

Publishing of NIT in newspapers 31st July, 2014

Tender Documents available on websites From 1st Aug. to 30

th Oct. 2014,

1400 Hrs (IST)

Forwarding of pre-bid queries by prospective

Bidders

14th

Aug., 2014

Pre-bid meeting 22nd

Aug. 2014

Due date for submission of bids 30th

Oct. 2014

Opening of Priced Bids of Techno-

commercially acceptable Bidders

1st week of Jan. 2015

Notification of award by GAIL Feb. 2015

Signing of the Time Charter Agreement Mar. 2015



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(b) Bidders are advised in their own interest to ensure that bids are uploaded in e-

procurement system/ portal well before the closing date and time of submission

of Bids.

(c) No Bid can be modified after the dead line for submission of Bids.

(d) No manual Bids/ offers including telegraphic/ fax/ e-mail offers shall be

permitted.

9.8 Cost of Bidding

The Bidder shall bear all costs associated with the preparation and submission of the

Bid, and GAIL, will in no case, be responsible or liable for these costs, regardless of

the conduct or outcome of the tender process.

9.9 Bid Currency

(a) The Bidders are required to quote only in US Dollars and shall receive

payments in US Dollars.

(b) Currency once quoted will not be allowed to be changed. GAIL shall not

compensate Bidder(s) for any exchange rate fluctuation.

9.10 Period of Validity of Bids

(a) Subject to (b) and (c) below, Bids shall be kept valid for 6 (six) months from

the Submission Date (i.e. the due date of submission of Bids). A Bid with a

shorter validity period shall be rejected by GAIL as non-responsive. Bidders

may note that GAIL intends to award contracts for the Vessels within the

aforesaid period of Bid validity.

(b) However, GAIL may at its option either (i) award contracts for the Vessels

within the aforesaid period of Bid validity, or (ii) treat the period of Bid

validity as extended for an additional period of 6 (six) months beyond the

original period of Bid validity (the ―Extended Period‖). During the Extended

Period, the quoted Fixed Daily Charter Rate in the priced Bid shall be escalated

in accordance with the following formula:

The Fixed Component of Hire Charge will get revised as under:

Cr = 0.20*Co + 0.80*Co*(0.50* BSPn/BSPo + 0.30* CPIn/CPIo + 0.20* LIBn/LIBo)

Where

Co = Fixed Component part of the daily charter hire rate quoted



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Cr = Revised Fixed Component part in case of award in the extended

period

BSPn = is the Average Ship building steel purchasing price index of six calendar

months immediately preceding the month of award of vessels. Reference

Indices as published in http://www.meps.co.uk/ShipBuildingIndex.htm for

Asia region

BSPo = is the Average Ship building steel purchasing price index of six calendar

months immediately preceding the month of last date of original bid validity.

Reference Indices as published in

http://www.meps.co.uk/ShipBuildingIndex.htm for Asia region

CPIn = is the Average US Employment Cost Index of six calendar months

immediately preceding the month of award of vessels. Reference Indices as

published under head Manufacturing in

http://www.bls.gov/news.release/pdf/eci.pdf

CPIo = is the Average US Employment Cost Index of six calendar months

immediately preceding the month of last date of original bid validity.

Reference Indices as published under head Manufacturing in


LIBn = is the Average one month LIBOR rate of six calendar months immediately

preceding the month of award of vessels. Reference Indices as published in

http://www.bloomberg.com/quote/BP0003M:IND/chart

LIBo = is the Average one month LIBOR rate of six calendar months immediately

preceding the month of last date of original bid validity. Reference Indices as

published in http://www.bloomberg.com/quote/BP0003M:IND/chart

Thus, in the case of award of Contract in the extended bid validity period, the total

daily charter hire rate shall be revised as:

Revised Daily Charter Hire Rate = Cr+O

(where O = Opex Part of the Daily charter hire rate quoted).

The Revised Daily Charter Hire Rate shall be maximum of either original Daily

Charter Hire Rate quoted or Revised Daily Charter Hire Rate as determined above.

(c) The Bidder shall not be entitled during the original period of Bid validity or the

Extended Period, to revoke or cancel its Bid or to vary the Bid given or any

term thereof.

(d) Notwithstanding Section 9.10(a) above, GAIL may solicit the Bidder‘s consent

to an extension of the period of Bid validity and Bid Security beyond the

http://www.meps.co.uk/ShipBuildingIndex.htm

http://www.meps.co.uk/ShipBuildingIndex.htm







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original period of Bid validity or the Extended Period, as applicable. The

request and the responses thereto shall be made in writing by fax or email.

9.11 Modification and Withdrawal of Bids

(a) The Bidder may modify or withdraw his Bid after the Bid submission,

provided that the modification/ withdrawal is done in GAIL‘s e-procurement

system / e-portal prior to the Bid due date & time.

(b) 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 or the

Extended Period, where applicable.

9.12 Contacting GAIL

(a) If any Bidder wishes to contact GAIL on any matter relating to his Bid, from

the time of Bid opening to the time the contract is awarded, it should do so in

writing.

(b) Any efforts by a Bidder to influence GAIL in Bid evaluation, Bid comparison

or contract award decisions may result in the rejection of the Bid.

9.13 Submissions of Bids in Single Stage Two Bid System

GAIL invites bids, under a single-stage-two bid system, for performance of the work

and activities covered under the tender document. All Bids are to be completed and

submitted to GAIL in accordance with the Bid submission procedure set forth in the

Tender Documents.

The Bidder should note that the format of Forms have been inserted for the

convenience of the Bidder and may not exhaustively enumerate or describe various

information required to be provided by the Bidder under the Tender Document. The

Bidder should ensure that all the information required to be provided by it in terms of

the Tender Documents is included in its Bid whether or not a particular Annexure

makes provision for submission of such information and/ or whether or not a format

for submission of such information is incorporated in the Tender Documents.

The closing date and time (such date and time, the ―Submission Date” for submission

of the Bid is 14:00 hrs (Indian Standard Time) on 30th

October,2014.

9.14 Content of Bid



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The Bid to be submitted by the Bidder shall contain the following:

(a) The Techno-Commercial (Unpriced) Bid along with all documents meeting

Bidder Eligibility Criteria, Shipyard Eligibility Criteria, all forms as provided

in the present Tender Documents duly filled in, signed & stamped, blank

Schedule of prices (i.e. without prices in the price format, in support of having

submitted prices in the price Bid strictly in the format of the Schedule of Rates

of the ITB), Tender Documents and it‘s addenda / corrigenda (if any),

proforma Agreements (Proforma TCP, Proforma TPA, Proforma SHA,

Shipbuilding Contract etc.) duly signed & stamped, all other information /

documents sought in the tender etc. are to be uploaded in the specified area in

GAIL‘s e-tender portal;

(b) Bid Security, Integrity Pact and Power of Attorney, and the envelope

containing the Cost of Vessel as per Request for Proposal (RFP) are to be

submitted in physical form in addition to uploading a copy of the same in the

Techno-Commercial (Unpriced) Bid;

(c) The Priced Bid strictly in the format of prices duly signed is to be submitted in

the specified area in GAIL‘s E-Tender portal. The Priced Bid shall not contain

any techno-commercial conditions, as no cognisance of such conditions shall

be taken by GAIL, and any such inclusion may lead to rejection of the Bid.

10 TECHNO-COMMERCIAL UNPRICED PROPOSAL

10.1 General and LNG Shipping Experience

Bidder shall include the following information with respect to the Bidder and its

LNG shipping experience. In the event Bidder is a Consortium, the information

described below shall be submitted for each Consortium Member.

(a) General information:

(i) Details of ownership, shareholding, details of main shareholders (state,

public, private) with respective percentage participations etc. of the

Bidder, and their actual Control over Bidder and its parent companies;

(ii) Same details as above with respect to Bidder‘s proposed ship manager;

(iii) In case of a Bidding Consortium, a signed copy of the Consortium

Agreement as per Section 13.3, and the power of attorney signed by all

Consortium Members, in favour of the consortium leader.



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(b) LNG Shipping Experience:

(i) List of LNG vessels owned by the Bidder or its parent company(s)/

100% subsidiary company(s) at present (including any LNG vessels that

are ordered on a firm basis or under option), with details of size, delivery

date, containment, propulsion, shipyard. Bidder should indicate where

such vessels are leased, bareboat chartered to or from a third party,

owned by a joint venture or consortium and where management is

performed by them or a third party;

(ii) LNG vessels managed (at present and in the past) by Bidder‘s proposed

ship manager (with details of size, delivery date, containment system,

propulsion, shipyard, and duration of management services);

(iii) Relevant extracts of the latest TMSA audit of the proposed ship manager

(as per OCIMF recommendations) evidencing a good level of

management skill in the proposed ship manager;

(iv) List of all time charter party agreements concluded over the last 5 (Five)

years with name of the relevant vessel and the charterer and the duration

of such charter;

(v) List of current and past joint venture arrangements (including names of

partners and vessels to which such joint venture arrangements apply);

and

(vi) List of LNG new-building projects where Bidder has been responsible

for plan approval and/or site supervision (with details of size, delivery

date, containment system, propulsion and shipyard).

10.2 Project Organisation

Bidder will provide details as part of its Techno-Commercial (Unpriced) Bid with

respect to:

(a) Organisation chart giving designation, authority, disciplines, experience,

number and names of key personnel that are likely to be involved in all work

related to plan approval, building supervision, management and operation of

the Vessels, which the Bidder intends to charter; and

(b) Detailed anticipated plan approval and building supervision teams (including

relevant experience, organisation and reporting lines, number, qualifications

and curriculum vitae.



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10.3 Technical Information for Proposed Vessels

Bidder will include the following information in relation to the proposed Vessels in its

Bid (separately for each Vessel):

(a) a summary of the technical description/partuclars of the Vessel in the form

prescribed at Annexure 7;

(b) the guaranteed performance figures that shall be applied as performance

warranties of the relevant vessel under the Time Charter Agreement, in the

format provided in Annexure 8.

10.4 Financial Statements and Insurances

Bidder is required to include the financial and insurance details listed below in its

Techno-Commercial (Unpriced) Bid. In the event Bidder is a Consortium, such

information shall be submitted for each Consortium Member:

(a) Bidder‘s audited financial statements for the last 3 (Three) financial years;

(b) Name and contact details of the guarantor(s) (that is for the Performance Bank

Guarantee and the Owners Guarantee), together with a confirmation that such

proposed guarantor(s) is (are) willing to provide the guarantee referred to in the

Proforma TCP. Any such guarantor shall be subject to the approval of GAIL;

(c) Audited financial statements of the proposed performance guarantor(s) for the

last 3 (Three) years; and

(d) Bidder‘s standard insurance policies with respect to hull and machinery and

P&I insurance.

10.5 Ownership Structure and Financing Plan

(a) In the event of award, the Vessel shall be owned by the SPC, as required

pursuant to the Tender Documents.

(b) Bidder shall provide detailed information with respect to:

(i) The ownership structure (including details of the proposed contracting

entity) that Bidder intends to implement with respect to the proposed

Vessels, including the proposed jurisdiction for incorporation of the

SPC;



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(ii) The financing plan for the construction of the Vessels including, but not

limited to, sources of funds, debt/ equity ratio, timeframe and relevant

financial terms; and

(iii) Evidence of Bidder‘s ability to secure shareholder support and external

financing as described in the financing plan by way of a Letter of

Comfort substantially in the form set forth in Annexure 15 from its

proposed banks/financial institutions. Where Bidder has not been able to

obtain such letters of comfort for finance for the Vessels by the

Submission Date, Bidder should provide GAIL with information in

relation to the progress of its financing efforts (including any

commitments or firm offers it has received from its banks). However, the

Bidder shall provide, within 2 (two) months from the Submission Date, a

letter of comfort substantially in the form set forth in Annexure 15 from

its bank / financial institution committing availability of finance for the

Vessel(s) in the event of award, failing which the Bid of the Bidder shall

be liable for rejection.

10.6 HSE and Quality Assurance

(a) Bidder shall submit Bidder‘s health, safety and environment performance

records for a period of two (2) years prior to the Submission Date, including:

(i) Total number and records of fatalities, dangerous occurrences, permanent

disability accidents, lost time injury (LTI), lost time injury frequency

(LTIF), total recordable cases (TRC), first aid cases (FAC);

(ii) Total time lost as a result of or during any such incident (on a per

incident basis and in the aggregate);

(iii) Any incidents or accidents, including spills or environmental citations,

collision, allision, grounding, stranding, other third party damages;

(iv) History of claims made to P&I Club pertaining to marine casualty and

cargo claims, or other third party liability insurer; and

(v) Record of any ―near miss‖ incidents recorded under Bidder‘s HSE

policy.

(b) Bidder shall submit the following information with respect to any LNG vessels

under control, management or ownership of Bidder and/ or Bidder‘s proposed

manager:



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(i) Records of any off-hire incurred during the previous 3 (Three) years; and

(ii) port state detentions of, or other violations during the previous 5 (Five)

years; and

(c) The latest ―Vessel Management and Self-Assessment 2‖ report submitted to

OCIMF.

(d) Bidder should be ready to provide, upon request of GAIL, further information

(including if available any root cause analysis) in connection with any of the

accidents, incidents and claims referred to above and, where relevant, a

description of any corrective and preventive actions taken as a result of such

occurrences with a view to eliminating the risk of re-occurrence.

11 PRICED PROPOSAL

11.1 Form and Content of Priced Bid

(a) Bidder‘s Priced Bid for each Vessel will contain the Fixed Daily Charter Rate,

the Opex, and the escalating rate of the operating cost element (Opex) as

described below.

(b) Bidder shall strictly adhere to the format of the Schedule of Rates provided in

Annexure 9, as any modification, alteration or deviation from the format shall

be liable for rejection of the Bid.

(c) Schedule of Rate duly signed (digitally), shall be submitted in specified folder

of E-Tendering portal.

11.2 Time Charter Rate for Vessels

(a) Bidder shall offer a daily time charter rate for Vessels containing the following

elements:

(i) Fixed Daily Charter Rate: a fixed, non-escalating daily charter rate

(expressed as US$/day amount) (―Fixed Daily Charter Rate‖). The

Fixed Daily Charter Rate should be provided for the base charter period

for 20 (Twenty) years for Vessels from Overseas Shipyards and 17

(Seventeen) years for Vessels from Indian Shipyards and any extension

period(s) in accordance with the Proforma TCP.

(ii) The operating cost element: a fixed operating cost element (expressed

as US$/day amount) (―Opex‖) adjustable on a yearly basis by

providing a constant escalation factor.



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11.3 Unconditional, Firm Priced Offers - Currency

(a) The prices submitted by the Bidder in its Priced Bid shall be firm and not

subject to any exchange rate fluctuations, nor any form of indexing.

(b) A conditional or suggestive Bid submitted by a Bidder shall be liable for

rejection.

(c) All prices and rates shall be submitted in United States Dollars (US$).

11.4 Cost of Vessel

In addition to the Priced Bid and the Techno-Commercial (Unpriced) Bid, the Bidder

shall in a separate sealed envelope provide the estimate of the cost of the each Vessel

under the shipbuilding contract (to be provided separately for each Vessel) in the

manner provided in Request for Proposal (RFP). The aforesaid envelopes containing

the cost of the Vessels shall be opened at the time of the opening of the Priced Bids.

12 EQUITY OPTION

12.1 Special Purpose Company (SPC)

Bidder shall in respect of each Vessel awarded pursuant to this tender incorporate

(prior to execution of any Time Charter) an SPC and inform GAIL of the shareholders

of the SPC.

12.2 Equity Options

(a) Subsequent to formation of a SPC; GAIL (or its Affiliates) through the ―GAIL

Equity Option‖ and Shipping Corporation of India (―SCI‖ or its Affiliates,

such entity being the ―SCI Shareholder‖) through the ―SCI Equity Option‖

(and the GAIL Equity Option and SCI Equity Option together being the

―Equity Options‖) reserves the right to step-in till delivery of the Vessels and

can acquire up to 10% (ten percent) and 26% (twenty six percent) of the

shareholding and voting rights in the SPC respectively;

(b) Each of the above Equity Options may be exercised independently (in whole or

in part) at any time prior to the delivery of Vessel by serving a notice in writing

upon Bidder and the shareholders of the SPC. In such notice, the GAIL

Shareholders and SCI Shareholders (as the case may be) shall confirm the

equity participation in the SPC.

(c) If an Equity Option is exercised, Owner shall (and shall procure that the

shareholders of the SPC shall):



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(i) take all actions required to complete the transfer of the shares in such

amount and of such nature as is necessary to effect the exercise of the

Equity Option (the ―Acquired Shares‖), which Acquired Shares shall be

transferred free of all encumbrances; and

(ii) amend the shareholders agreement between the shareholders of the Owner

in the manner required to reflect the terms of the Proforma SHA.

(d) At any time after the transfer of the Acquired Shares, each of the GAIL

Shareholder and, as the case may be, SCI Shareholder shall (but always in

proportion to their respective shareholding in the SPC and provided other

shareholders are subject to the same obligations) make such equity

contributions to the share capital of the SPC (directly or through subordinated

shareholder loans) in accordance with any calls for such equity contributions

made by the board of directors of the SPC. It is clarified that the Equity Option

will only be exercised after the achievement of financial closure of the SPC.

(e) Bidder shall submit as part of its Bid a draft of the shareholder agreement it

proposes to enter into with respect to the SPC. Such shareholder agreement

shall be amended to incorporate the terms of Proforma SHA provided as

attachment with Proforma TCP in the event that GAIL Sharholder(s) and/ or

SCI Shareholders(s) exercises the Equity Option.

(f) The Equity Option shall be priced at par i.e. face value of the shares as

prescribed under the shareholders agreement, without any premium or where

shares have been issued to any other shareholder at a value lower than that the

face value of the share, at such lower value.

13 CONSORTIA

13.1 Consortium Leader & members

(a) If the Bid is submitted by a Consortium, the Bid shall include a power of

attorney executed by each Consortium Member designating and appointing the

Consortium Leader and authorising the Consortium Leader to sign the Bid on

behalf of the Consortium, and to act for and bind the Consortium in all matters

relating to this tender process and the Consortium‘s Bid.

(b) The maximum number of Consortium Members, including the Consortium

Leader, shall not exceed 4 (Four) parties.



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(c) Any Bidder (whether a single entity or a Consortium Leader or a Consortium

Member) directly, or through an Affiliate, cannot submit more than one Bid.

Subsequent to the submission of the Bid, neither Consortium Leader, nor any

Consortium Members may be changed without the prior written approval of

GAIL.

(d) In the event of being successful for a Lot(s) and/ or Additional Vessel(s), the

contract shall be awarded to the Consortium. After the notification of award

and before signing of the Time Charter Agreement, the Consortium while

creating the SPC for the Vessel(s) may have a Consortium Member (other the

Consortium Leader) as largest shareholder, so long as such Consortium

Member meets the the Bidder‘s Eligibility Criteria as applicable to the

Consortium Leader, and the aggregate Vessels awarded to the Consortium is

more than one (1). However the Consortium Leader must continue to be largest

shareholder in at least one (1) Vessel. Further, where the Consortium Member

is so designated as the largest shareholder in any SPC, all shareholding

requirements specified herein for such SPC, shall thereafter be applied to the so

interchanged Consortium Leader and the so interchanged Consortium Members

respectively.

The Consortium intending to do so, shall mention the same upfront in their Bid

and must furnish the following documents in their Techno-Commercial

(Unpriced) Bid in respect of such Consortium Member(s) intending to hold the

largest shareholding in the SPC:

(i) A declaration in the format specified in Annexure 16; and

(ii) Requisite documentation in support of meeting Bidder‘s Eligibility

Criteria as applicable to the Consortium Leader (both technical and

financial);

(e) The Consortium Leader shall have overall responsibility for the preparation,

submission, clarification and negotiation of the Consortium‘s Bid (including in

relation to coordinating the Consortium‘s efforts in relation to the financing of

the acquisition of the Vessels offered by the Consortium).

13.2 Liability

(a) If a time charter contract is awarded to a Consortium, the Consortium shall

ensure that the Consortium Members (who shall also be shareholders of the



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SPC) shall cause the issue of an Owner‘s Guarantee in accordance with the

terms of the Tender Documents.

(b) If the Equity Option is exercised by GAIL and/ or SCI, such liability shall not

extend to the GAIL Shareholder and/ or SCI Shareholder, who shall remain

severally liable (to the extent of their equity interest) for the performance of the

SPC under the Time Charter Documents.

13.3 Consortium Agreement

(a) Bidder shall submit as part of its Bid, a signed copy of the Consortium

Agreement. GAIL may reject the Bid of any Bidder whose Consortium

Agreement does not comply with such requirements.

(b) The Consortium Agreement shall satisfy/ include, meet the following

requirements:

(i) Indicate the name of the Vessels‘ manager (who meets the requirements

set out in these instructions, and the proposed registry of the Vessels);

(ii) Confirm that in the event a Consortium is qualified by GAIL on the basis

of the Consortium meeting the Eligibility Criteria and becomes the

selected Bidder, the relevant Consortium Member(s) shall constitute an

SPC. Such SPC will undertake the role of the registered owner of the

Vessel; and

(iii) The Consortium Leader shall hold the largest shareholding participation

in the Consortium with a minimum of 26 % (Twenty Six percent)

participation interest or shareholding and voting rights (as applicable) in

the Consortium and also in the SPC, and that each of the other

Consortium Member(s) shall hold a minimum of 10 % (ten percent)

participation interest or shareholding and voting rights (as applicable) in

the Consortium and the SPC. The aforesaid minimum requirements

relating to shareholding and voting rights in the SPC for the Consortium

Leader and the Consortium Members shall remain unchanged upon the

exercise of the Equity Option.

(iv) The Consortium Leader shall be named, and shall communicate with

GAIL on all matters relating to the obligations arising from the Tender

Documents and shall, without prejudice to Sub-Section (d) below, make

good any shortfall in financial contributions by other members of the



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Consortium until the delivery of the LNG Vessel under the Time Charter

Agreement. Provided that if GAIL and SCI, or their Affiliates acquire

any participation interest/ shareholding and voting rights in the

Consortium or the SPC, the Consortium Leader shall not be liable to

make good any shortfall in the financial contributions that GAIL and

SCI, or their Affiliates may be required to make pursuant to acquisition

of such participation interest/ shareholding and voting rights. The

Consortium Leader shall have overall responsibility for performance of

the Bidder's obligations under the Tender Documents and for liaising

with the lending institutions and mobilizing debt resources for fulfilment

of the SPC obligations under the Time Charter Agreement;

(v) description of the roles, responsibility and share of each of the

Consortium Members, especially with respect to plan approval,

construction supervision, ship management.

(vi) statement that the Consortium Members are jointly and severally liable

for the performance of the obligations of the Consortium until the

execution of the Time Charter Agreement with the SPC.

(vii) that GAIL and SCI shall have the option to acquire themselves and/or, to

nominate their subsidiaries to acquire, up to 10% (ten percent) and 26%

(twenty six percent) respectively of the participation interest/

shareholding and voting rights as Charterer‘s group in the SPC.

(viii) that GAIL / SCI are not liable in any matter in discussions / relationship

with Shipyard each of the Consortium Members and confirm that the

Consortium Members are jointly and severally liable for the performance

of the obligations of the Consortium and SPC arising from the Tender

Documents up to the execution of the Time Charter Agreement with the

SPC.

(ix) that the Consortium Members shall procure that the SPC shall, at all

times comply with all applicable Laws including all policies, guidelines,

regulations, circulars and directions issued by DG Shipping of India /

Ministry of Shipping with respect to crewing requirements of ships,

operation and management of the Vessel and any other matter in

connection with the Vessel.



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(x) that the Vessel flag and the country of registry shall be approved by the

Charterer.

(xi) details such as the legal status of the Consortium Members, structure of

the Consortium, name of the contact person, address, telephone number,

place of and country of registration for each Consortium Member, and

the percentage shareholding of each Consortium Member.

13.4 Shareholders Agreement in respect of Vessels

(a) Bidder shall submit as part of its Bid a copy of the shareholder agreement the

Consortium Members intend to enter into. Such shareholder agreement shall

comply with the requirements of these Instructions to the Bidders. GAIL may

reject the Bid of any Bidder whose shareholder agreement does not comply

with such requirements.

(b) The shareholding of the SPC shall be owned directly, in the same proportion as

the respective interests of the Consortium Members under the Consortium

Agreement and there shall be no change in the ownership of the shares of the

SPC without the prior written consent of GAIL; provided that this restriction

shall not apply in case of exercise of the Equity Options.

(c) Prior to execution of any Time Charter Documents, the Consortium Members

shall enter into a shareholders' agreement for each SPC. Such shareholders'

agreement(s) shall comply with the same requirements as those specified for

the Consortium Agreement.

(d) The shareholders' agreements shall remain in force until the expiry of the

relevant Time Charter Documents.

(e) The shareholders' agreements shall be approved by GAIL prior to execution of

any Time Charter Documents and there shall be no modification of or addition

to the terms of the shareholders' agreement without GAIL's prior written

consent, provided that the shareholders‘ agreement shall, in the event of the

exercise of the Equity Option, be amended to reflect the terms of the Proforma

SHA.

14 EVALUATION METHODOLOGY FOR PROPOSALS

14.1 General



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(a) The Bidder is required to submit all information / documents as sought in the

tender. To ensure submission of the requisite information / documents, Bidders

are required to fill up the Checklist provided in Annexure 1 and tick the boxes

provided in the Annexure 1.

(b) The Techno-Commercial (Unpriced) Bid shall be evaluated to determine

whether the Bid is substantially responsive to the requirements of the Tender

Documents.

A Bid not satisfying such requirements shall be rejected by GAIL.

(c) To assist in the examination, evaluation and comparison of Bids, GAIL may, at

its sole discretion, seek clarifications on the Techno-Commercial (Unpriced)

Bid from Bidders. Bidders shall respond to any such request for clarifications

in writing.

(d) Subsequent to the submission of a Bid, the Bidder shall not modify any part of

its Bid, unless permitted to do so by GAIL in writing.

(e) Once quoted, Bidder shall not make any subsequent price changes, whether

resulting or arising out of any technical/ commercial clarifications sought

regarding the Bid within the scope of work, even if any deviation or exclusion

may be specifically stated in the Bid. Such price change shall render the Bid

liable for rejection.

(f) Change in price during its validity period would render the Bid liable for

outright rejection. GAIL reserves the right to reject any unsolicited

clarifications by a Bidder to its Bid.

(g) The Priced Bids of only the techno-commercially acceptable Bidders (i.e.

whose Techno-Commercial (Unpriced) Bid have been found responsive) will

be opened.

(h) The Priced Bids shall be opened in the presence of authorized representative of

techno-commercially acceptable Bidders, on the date & time to be intimated

later by GAIL. The Bidder‘s name, Bid price and such other details as GAIL at

its discretion may consider appropriate, will be announced at the opening of the

Priced Bid. However, the prices shall be evaluated separately by GAIL and not

in the presence of Bidders.

14.2 Evaluation Methodology



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(a) GAIL intends to Charter hire LNG Vessels for transportation of LNG. Prices are

sought for 3 (three) Lots, each Lot consisting of 2 (two) Vessels from an

Overseas shipyard and 1 (one) vessel from an Indian Shipyard. In addition to

Lot(s), prices are also sought for 1 (one) Additional Vessel from Indian Shipyard

and 1 (one) Additional Vessel from Overseas Shipyard.

(b) Bidders may quote for one or more Lots. A Bid for a Lot should contain 3

(three) number of Vessels as asked for. A Lot consisting of Vessels less than

three number shall be considered incomplete and rejected.

In addition to quote for Lot(s), it is mandatory for the Bidders to quote for at

least 1 (One) Additional Vessel from Indian Shipyard. The Bidder offering 2

(Two) Additional Vessels has to necessarily quote for 1 (One) additional Vessel

from Indian Shipyard in accordance with the Schedule of Rates. A Bid which

does not contain price for 1 (One) Additional Vessel from Indian Shipyard shall

be considered incomplete and shall be liable for rejection even if it contains

price for 2 (Two) Additional Vessels.

Bidders shall provide in terms of the Schedule of Rates, (i) the prices for each

Lot (ii) One Additional Vessel from Indian Shipyard and One Additional Vessel

from Overseas Shipyard (iii) the discount (if any) for award of two (2) Lots

and/or three (3) Lots, as the case may be and (iv) the discount (if any) separately

on each Additional Vessel, for award of two (2) Additional Vessels (i.e. one

from Indian Shipyard and the other from Overseas Shipyard) if awarded to the

same Bidder.

(c) Based on meeting Bidder‘s Eligibility Criteria (BEC), assessment of capacity of

delivering number of vessels and compliance to other techno-commercial

requirements of the ITT, Bidders will be qualified for the number of Lot(s) OR

Lot(s) along with Additional Vessel(s) which shall be intimated to the Bidders

prior to Price Bid opening.

(d) Bids are invited based on current scenario. GAIL is undertaking an exercise of

swapping / trading of LNG. Based on the outcome of such exercise, the final

requirement of Vessels shall emerge and award shall be made accordingly.



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(e) The evaluation and selection of Vessel(s) shall be done in the manner specified

below:

(i) The Unit Freight Cost (―UFC‖) of (a) each Lot (b) combined Lots (c)

combined Lots with discount (if any) and (d) Additional Vessel(s) will be

calculated separately, for the relevant delivery windows, in accordance

with the procedure set forth in Annexure 10 of this ITB;

(ii) GAIL shall award charter hire contracts by way of Lot /Lots, but shall

award Additional Vessel or Vessels, where the balance shipping capacity

required is lower than a Lot. The award of Additional vessels shall be

made in the manner stated below:

In case one additional vessel is required, the same shall be from an Indian

Shipyard. In case two additional vessels are required, the first vessel shall

be from Indian Shipyard and the second vessel shall be from Overseas

Shipyard.

(iii) Bidders may note that Lot 1 and Lot 2 are identical w.r.t. number of

Vessels as well as the delivery period. All qualified Bids of Lot 1 and

Lot 2 shall be evaluated together to determine the lowest UFC for deciding

the ranking of the Bids amongst Lot 1 and Lot 2. Bids for Lot 3 shall be

evaluated separately and such Bids shall be separately ranked. Also, the

calculation of UFC of Two Lots and Three Lots shall be made considering

the discount offered by the Bidder(s), if any.

(iv) Awards of Lot(s) and Additional Vessel(s) shall be made based on the

requirements in the relevant delivery windows.

(v) In case, the capacity of the Bidder having least UFC for Lot(s) and/or

Additional Vessel(s), as the case may be, gets exhausted and still certain

volume is left out for transportation of LNG, such Bidder ceases to be the

Lowest Bidder for remaining requirement. The remaining requirement

shall be awarded to other Bidder(s) based on the lowest UFC.



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(f) To facilitate the evaluation and comparison, GAIL will assume, the rate for

MDO and HFO, as the rate published on www.bunkerworld.com, one day prior

to Priced Bid opening date.

(g) In the price bid, the Bidder shall quote Fixed Daily Charter Rate and Opex in

whole number (i.e. without any decimal) and escalation rate on Opex (in

percentage) up to 2 decimals.

(h) The evaluation of UFC in US$ shall be done up to 4 decimals (rounded off to

higher side). In case of tie in UFC, the value of UFC shall be calculated beyond

4 decimals till the decision of lowest UFC is arrived.

(i) To facilitate the evaluation and comparison, GAIL may convert, the currency for

various elements, if required, to US$ to Indian Rupees at Bills Selling Exchange

Rate published by State Bank of India on one day prior to price bid opening date

and if such date happens to be a holiday, then latest Bills Selling Exchange Rate

published by State Bank of India shall be considered.

(j) GAIL reserves the right to award charter hire for any number of Lots /

Additional Vessels or not to award for any Vessel(s) or may go for re-tendering,

for any reason(s) whatsoever at its sole discretion and Bidders shall not have any

claim or seek any compensation in this regard.

15 OTHER CONDITIONS

15.1 Performance Bank Guarantee (PBG):

(a) Within 2 (Two) months from the date of notification of each successful Bidder

in terms of Clause 65 of the Proforma TCP, the Owner shall furnish an

irrevocable, unconditional and first demand performance bank guarantee in

accordance with the provisions of Time Charter Agreement and strictly in the

form appearing in Appendix XII to the Proforma TCP (the ―Performance

Bank Guarantee‖). The Performance Bank Guarantee shall be 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, in case of 'Bank Guarantee' from banks other than the Nationalized

Indian Banks, the bank must be a commercial bank having net worth in excess

http://www.bunkerworld.com/



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of Rs. 100,00,00,000 (Rs. One Hundred Crores) and a declaration to this effect

should be made by such commercial bank either in the 'Bank Guarantee' itself

or separately on its letterhead.

(b) In case of a Bidding Consortium, a single Performance Bank Guarantee can be

furnished either by the Consortium Leader for the entire amount or multiple

Performance Bank Guarantees by the Consortium Members (in proportion to

their shareholding in the consortium) totalling the requisite Performance Bank

Guarantee amount.

15.2 Confidentiality

(a) Bidder agrees to keep the information exchanged or disclosed in the course of

the tender process (the ―Confidential Information‖) strictly confidential,

provided that Bidder may disclose Confidential Information in the following

cases:

(i) The Confidential Information is already known to the public or becomes

available to the public other than through the act or omission of Bidder;

(ii) The Confidential Information is required to be disclosed under applicable

law or by a governmental order, decree, regulation or rule (provided that

Bidder shall give written notice of such required disclosure to GAIL

prior to the disclosure);

(iii) In filings with a court or arbitral body in proceedings in which the

Confidential Information is relevant and in discovery arising out of such

proceedings; or

(iv) To any of the following persons on a need to know basis:

(A) an Affiliate of Bidder, including the employees, officers, directors

and agents thereof;

(B) professional advisers retained by a disclosing party;

(C) persons advising on, providing or considering the provision of

financing to Bidder or an Affiliate;

(b) Provided that in the events described in Sections 15.2 (a) (i) to (iv) Bidder shall

exercise due diligence to ensure that no such person shall disclose Confidential

Information other than in the circumstances authorised above.



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15.3 Accuracy of Bid

Bidder shall warrant the accuracy of any information contained in its Bid (and any part

thereof) and agrees to notify GAIL promptly of any changes with respect to any

information submitted as part of such Bids prior to the opening of the Techno-

Commercial (Unpriced) Bids. Failure to update GAIL on any relevant information

may lead to the disqualification of Bidder.

15.4 Discrepancies and Arithmetical errors:

Prices & numerical values shall be written both in words and figures (wherever

applicable). In the event of difference, the price (or numerical value) in words shall be

valid and binding.

Arithmetical errors will be rectified on the following basis:-

(i) If there is a discrepancy between the unit price and the total price that is

obtained by multiplying the unit price and quantity, the unit price shall prevail

and the total price will be corrected.

(ii) If there is a discrepancy between the total amount and the sum of total prices,

the sum of the total prices shall prevail and the total bid amount will be

corrected.

15.5 Reservation of Rights

GAIL reserves the right:

(a) to accept any of the Bids, in whole or in part, submitted in the course of this

tender process, whether or not such proposal is the lowest, and without

obligation to provide any reasons therefore or obligation to compensate in any

way whatsoever any Bidder whose proposal has not been accepted;

(b) to interrupt, suspend, modify, advance, delay, withdraw or discontinue the

tender process;

(c) to update, amend, modify or supplement, at any time during the tender process

and without prior notice to Bidder, any of the Tender Documents or the

information contained herein;



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(d) to reject any or all Bids received or to disqualify any or all Bidders without

stating any cause and without any liability or obligation on the part of GAIL;

(e) not to award any contract pursuant to this tender process; and

(f) to re-issue a similar tender for the same purpose.

15.6 Right of Acceptance and Execution of Contract

GAIL shall not be deemed to have accepted any Bid (in whole or in part) unless and

until definitive agreements are executed between GAIL (or an Affiliate of GAIL) and

the successful Bidder.

The successful Bidder will eventually be issued with a letter of award and shall be

required to enter into the Time Charter Documents with GAIL (or an Affiliate of

GAIL), subject to any mutually agreed changes thereto.

15.7 Ownership of Documents

(a) The Tender Documents remain the property of GAIL.

(b) Once submitted, Bidder‘s Bid, including any and all supporting documents

submitted therewith, shall become the property of GAIL; provided that (i) any

intellectual property rights existing in the information contained in such Bid

(and specifically marked as proprietary) shall remain the property of Bidder (or

other persons or entities, as appropriate) and (ii) Bidder shall be deemed to

have licensed and authorized GAIL and its officers, employees, advisers,

consultants and agents to copy, adapt, disclose or to use, as GAIL may deem

fit, all information and material contained in the Bid for the purposes of

evaluating the Bid.

15.8 Language

The Bid prepared by the Bidder and all correspondence/ drawings and documents

relating to the bid exchanged by Bidder and GAIL, shall be written in English

language, provided that any printed literature furnished by the Bidder may be written

in another language so long as accompanied by an English translation, in which case,

for the purpose of interpretation of the bid, the English translation shall govern.

Metric measurement system shall be applied. In the event of submission of any

document/certificate by the Bidder in a language other than English, the English

translation of the same duly authenticated by a Chamber of Commerce of Bidder‘s

country shall be submitted by the Bidder.



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15.9 Law, Jurisdiction & Dispute Resolution

(a) These Instructions and the tender process shall be governed by and construed

in accordance with laws of the Republic of India.

(b) Any dispute or difference arising in connection with this tender process that

cannot be resolved amicably shall be submitted to the jurisdiction of the courts

at New Delhi.

15.10 Submission of false or forged documents

(a) Bidder is required to furnish the complete and correct information / documents

required for evaluation of their bids. If the information / documents forming

basis of evaluation is found to be false / forged, the same shall be considered

adequate ground for rejection of the Bids and forfeiture of Earnest Money

Deposit (as applicable).

(b) In case, the information / document furnished by the Bidder / Owner 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 Bidder / Ship Owner without

any prejudice to other rights available to GAIL under the contract such as

forfeiture of Contract Performance Guarantee /Performance Security and

withholding of payment etc.

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

execution of work, GAIL shall have full right to forfeit any amount due to the

Bidder / Ship Owner along with forfeiture of Contract Performance Guarantee

/Performance Security furnished.

(d) Further, such Bidder / Ship Owner shall be put on Banning list/ Holiday List

of GAIL debarring them from future business with GAIL.

15.11 Fraud and Corruption

(a) GAIL requires that Bidders / Ship Owners participating in GAIL‘s contracts

adhere to the highest ethical standards, both during the selection process and

throughout the execution of a contract. In pursuance of this policy, GAIL:

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



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(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 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

(C) GAIL will reject a proposal for award if it determines that the

Bidders / Ship Owners 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.

(D) GAIL will sanction a Bidders / Ship Owners, 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 Bidder /



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Owner has, directly or through an agent, engaged in corrupt,

fraudulent, collusive, coercive, or obstructive practices in

competing for, or in executing, a GAIL contract

15.12 Rejection Criteria

Notwithstanding anything contained herein, if any deviation(s) are taken to the under

mentioned provisions/ requirements of the Tender Document by the Bidder, such a Bid

shall be considered non-responsive and shall be liable for rejection:-

(i) Submission of duly executed and stamped Consortium Agreement;

(ii) Bid validity;

(iii) Bid Security;

(iv) Schedule of Rates / Priced Bid;

(v) Period of the Time Charter Agreement;

(vi) Currency of prices in the Schedule of Rates/ Priced Bid;

(vii) Language of submission of the Bid;

(viii) Delivery window / schedule;

(ix) Guaranteed figures of the Tender Documents;

(x) Resolution of Dispute/Arbitration of the Tender Documents;

(xi) Termination of Charter / Contract;

(xii) Payment Terms;

(xiii) Taxes;

(xiv) Off-hire;

(xv) Compensation for delayed delivery;

(xvi) Applicable Laws;

(xvii) Outline Specification / Scope of the Tender Documents (in each case, to the

extent that the same is a material deviation);

(xviii) Integrity Pact;

(xix) Owner‘s Guarantee and Performance Bank Guarantee;

In addition to the foregoing, GAIL shall also be entitled to consider a Bid as being non-

responsive and reject the same on account of:

(i) The participation of any Bidder / Consortium Leader / Consortium Member

(either directly or through any Affiliate thereof) in more than 1 (One) bidding

Consortium or as a Single Bidder, in which case all the Consortiums in which



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such Consortium Leader / Member is a member and/or the Single Bidder shall

be disqualified;

(ii) An incomplete /non-responsive Bid;

(iii) Any modification to the Bid and/ or any change in Priced Bid made or sought

to be made after submission of Bid, except where requested by GAIL;

(iv) A Bidder not meeting Bidder Eligibility Criteria and Shipyard Eligibility

Criteria of the Tender Documents;

(v) The submission of conditional bids/ suggestive bids/ bids offering options;

(vi) The non-compliance of any other condition specifically stated anywhere in the

Tender Documents

15.13 Agent

Bidders shall submit their Bids directly to GAIL and not through any agent /consultant

/representative /manager /associate. Bids made by agent/ Consultant/ representative/

manager/ associate will be rejected.



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ANNEXURE 1 - CHECK LIST

Part of Bid Description of Deliverable Annexure Section Check

Integrity Pact Integrity Pact 2 4.2

Offer Letter Offer Letter 3

Offer Outline Offer Outline 4 --

Techno-

Commercial

(Unpriced) Bid

1 General and LNG Shipping

Experience

10.1

1.1 General Information 10.1(a)

1.2 LNG Shipping Experience 10.1(b)

1.3 Financial Information 10.4

2 Bidder‘s audited financial statements

of preceding three (3) financial years

---

2.1 Name and contact details of

proposed guarantor & confirmation

of willingness to issue guarantee

---

2.2 Proposed guarantor‘s audited

financial statements of preceding

three (3) years

--

2.3 Bidder‘s standard insurance policies ---

2.4 Exceptions to Proforma TCP/TPA 5 __

3 Copy of the draft Shipbuilding

Contract

9.14

4 Ownership Structure and Financing

Plan

10.5



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5 Quality Assurance 10.6

6 Project Organisation ----

Techno-

Commercial

(Unpriced) Bid

1 Technical Information Vessel

2 Vessel Particulars 7

2.1 Vessel Specifications

2.2 Vessel Plans and Drawings

2.3 Deviations to Outline Specifications 6

2.4 Guaranteed Performance Figures 8

3 Bidders Confirmation for Evaluation

of Withholding Tax

13, 13 A

4 Life cycle evaluation methodology

for each vessel

10

5 Suez Canal Charges Per Voyage 11

6 Port Call Charges 12

7 Bidders Confirmation For Evaluation

Of Withholding Tax

13

8 LNG Vessel Cost And Financing 14

9 Letter From Intended Lenders to The

Bidder

15

10 Declaration of Change of Majority

Shareholder in SPC in case of Award

16

11 Acknowledgement Cum Consent

Letter

17



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12 Chartered Accountant Certificate for

Financial Capability of the Bidder

18

13 No Deviation Confirmation 19

14 Declaration 20

15 Agreement Regarding Non-

Involvement of Any Other Entity or

Government of India

21

16 "EARNEST MONEY / BID

SECURITY‖ in form of Bank

Guarantee OR Letter Of Credit OR

Demand Draft

23A OR

23B OR

in form of

Demand

Draft

17 Copy of SOR format without

indicating rate but mentioning

―QUOTED‖ / ―NOT QUOTED‖ at

all relevant places.

Priced Bid 1 Schedule of Rates 9

Cost of Vessel The Bidder shall provide the estimate

of the cost of the Vessel under the

shipbuilding contract.

14 11.5



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ANNEXURE 2 – INTEGRITY PACT

Between GAIL (India) Limited, a Government of India Public Sector, (here-in-after referred

to as ―Principal ‖).

AND

M/s. ……………………………………………………………………….(here-in-after referred

to as ―The Bidder/ Contractor‖).

(Principal and the Bidder / Contractor are here-in-after are referred to individually as ―Party‖

or collectively as ―Parties‖).

PREAMBLE

The Principal intends to award under laid down organizational procedures, contract/s for

………………………………..

The Principal values full compliance with all relevant laws and regulations, and the principles

of economic use of resources, and of fairness and transparency in its relations with its

Bidder/s and Contractor/s.

In order to achieve these goals, the Principal co-operates with the renowned International

Non-Governmental Organisation ‗Transparency International‘ (TI). Following TI‘s national

and international experience, the Principal will appoint an Independent External Monitor who

will monitor the tender process, the execution of the contract etc. for compliance with the

principles mentioned above.

Section 1 – Commitments of the Principal

1. The Principal commits itself to take all measures necessary to prevent corruption and

to observe the following Principles in this regard:-

i) No employee of the Principal, either in person or through family members,

including relatives, will in connection with the tender for or the execution of a

contract, demand or accept a promise for or accept for him/herself or for a third

person, any material or immaterial benefit to which he/she is not legally

entitled.

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

The Principal undertakes and ensures that before and during the tender process,

it shall provide and share the same information to all Bidders and will not

provide to any Bidder confidential / additional information through which one



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particular Bidder could take an advantage in relation to the tender process or

the contract execution.

iii) The Principal will exclude from the process all known prejudiced persons.

2. If the Principal obtains information on the conduct of any of its employees which is a

criminal offence under the Anti-Corruption Laws of India, or if there be a substantive

suspicion in this regard, the Principal will inform its Vigilance Office and in addition

can initiate disciplinary actions.

Section 2 – Commitments and Undertakings by the Bidder/Contractor

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

prevent malpractices & corruption. He commits himself to observe the following

principles during his participation in the tender process and during the contract

execution:

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

or firm offer, promise or give or influence to any employee of the Principal

associated with the tender process or the execution of the contract or to any

other person on their behalf any material or immaterial benefit to which he /

she is not legally entitled in order to obtain in exchange any advantage of any

kind whatsoever during the tender process or during the execution of the

contract.

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

agreement or understanding, whether formal or informal with other Bidders.

This applies in particular to prices, specifications, certifications, subsidiary

contracts, submission or non-submission of bids or any other action to restrict

competitiveness or to introduce cartelization in the bidding process.

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

relevant Anti-corruption Laws of India. Further, the Bidder / Contractor will

not use improperly any information or document provided by the Principal as

part of the business relationship regarding plans, technical proposals and

business details, including information contained or transmitted electronically

for the purposes of competition or personal gain and will not pass the

information so acquired on to others.

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

any and all payments made, is committed to or intends to make to agents,

brokers or any other intermediaries in connection with the award of the

contract.



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2. The Bidder / Contractor will not instigate and allure third persons / parties to commit

offences outlined above or be an accessory to such offences.

Section 3 – Disqualification from tender process and exclusion

from future contracts

If the Bidder, before the award of contract, has committed a transgression through a

violation of any provisions of Section 2 or in any other form so as to put his reliability

or credibility as Bidder into question, the Principal shall be entitled to disqualify, put

on holiday or blacklist the Bidder including from the future tender processes or to

terminate the contract, if already signed, on that ground.

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

provisions of Section 2 so as to put his reliability or credibility into question, the

Principal shall be entitled to exclude the Bidder/ Contractor (including blacklist and

put on holiday) from entering into any GAIL future contract tender processes. The

imposition and duration of the exclusion will be determined by the severity of the

transgression. The severity will be determined by the Principal taking into

consideration the full facts and circumstances of each case particularly taking into

account the number of transgressions, the position of the transgressors within the

company hierarchy of the Bidder and the amount of the damage. The exclusion may

be imposed for a minimum period of 6 (Six) months and maximum of 3 (three) years.

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

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

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

respect and uphold the Principal‘s absolute rights to resort to and impose such

exclusion and further accepts and undertakes not to challenge or question such

exclusion on any ground, including the lack of any hearing before the decision to

resort to such exclusion is taken. This undertaking is given freely and after obtaining

independent legal advice.

4. Subject to the full satisfaction of the Principal, the exclusion of the Bidder / Contractor

could be revoked by Principal prematurely if the Bidder / contractor can prove that he

has restored / recouped the damage caused by him and has installed a suitable

corruption prevention system in his organization.

Section 4 – Forfeiture of EMD / Security Deposits

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

in terms of Section 3, and during the execution of the contract, the Principal shall



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forfeit earnest money deposit / bid security money, encash the bank guarantee

including due payments in addition to blacklisting or putting on holiday the Bidder

and terminating the contract.

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

entitled to terminate the contract according to Section 3, the Principal shall be entitled

to demand and recover from the Contractor liquidated damages equivalent to earnest

money deposit / security deposit / Performance Bank Guarantee.

3. The Bidder agrees and undertakes to pay the said amounts without protest or demur

subject only to condition that if the Bidder / Contractor can prove and establish that

the exclusion of the Bidder from the tender process or the termination of the contract

after the contract award has caused no damage or less damage than the amount of the

liquidated damages, the Bidder / Contractor shall compensate the Principal only to the

extent of the damage in the amount proved.

Section 5 – Previous transgression

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

three years with any other Company in any country conforming to the TI approach or

including with any other Public Sector Enterprise / Undertaking in India that could

justify his exclusion from the tender process.

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

the tender process or the contract, if already awarded, could be liable to be terminated

on this ground.

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

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

undertaking and commitment in conformity with this Integrity Pact, and to submit it to

the Principal before signing of the contract.

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

with all Bidders, Contractors and Subcontractors.

3. The Principal shall disqualify from the tender process all Bidders who do not sign this

Pact or violate any of its provisions.

Section 7 – Criminal charges against violating Bidders /

Contractors / Sub-contractors



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If the Principal obtains knowledge of conduct of a Bidder, Contractor or Subcontractor, or of

an employee or a representative or an associate of a Bidder, Contractor or Subcontractor

which constitutes corruption, or if the Principal has substantive suspicion in this regard, the

Principal will inform the Vigilance Office / Department for initiating appropriate action for

above.

Section 8 –Independent External Monitor / Monitors (Three in number depending on

the size of the contract)

(To be Decided by the Chairperson of the Principal)

1. The Principal appoints competent and credible Independent External Monitor for this

Integrity Pact. The task of the Independent External Monitor is to review

independently and objectively, whether and to what extent the parties comply with the

obligations under this agreement.

2. The Independent External Monitor is not subject to any instructions by the

representatives of the parties and performs his functions neutrally and independently.

He reports to the Chairperson of the Board of the Principal.

3. The Contractor accepts that the Independent External Monitor has the right to access

without restriction to all project documentation of the Principal including that

provided by the Contractor. The Contractor will also grant the Independent External

Monitor, upon his request and demonstration of a valid interest, unrestricted and

unconditional access to his project documentation. The same is applicable to Sub-

contractors. The Independent External Monitor is under contractual obligation to treat

the information and documents of the Bidder / Contractor / Sub-contractor with

confidentiality.

4. The Principal will provide to the Independent External Monitor sufficient information

about all meetings among the parties related to the Project provided such meetings

could have an impact on the contractual relations between the Principal and the

Contractor. The parties offer to the Independent External Monitor the option to

participate in such meetings.

5. As soon as the Independent External Monitor notices, or believes to notice, a violation

of this agreement he will so inform the Management of the Principal and request the

Management to discontinue or heal the violation or to take other relevant action. The

Independent External Monitor can in this regard submit non-binding

recommendations. Beyond this, the Independent External Monitor has no right to

demand from the parties that they act in a specific manner, refrain from action or

tolerate action. However, the Independent External Monitor shall give an opportunity

to the Bidder / contractor to present its case before making its recommendations to the

Principal.



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6. The Independent External Monitor will submit a written report to the Chairperson of

the Board of the Principal within 8 to 10 weeks from the date of reference or

intimation to him by the ‗Principal‘ and should the occasion arise, submit proposals

for taking corrective measures.

7. The Independent External Monitor shall be entitled to compensation by the Principal

on the same terms & conditions as being extended to/provided to outside expert

committee members of ONGC.

8. If the Independent External Monitor has reported to the Chairperson of the Board a

substantiated suspicion of an offence under relevant Anti-Corruption laws of India,

and the Chairperson has not, within reasonable time, taken visible action to proceed

against such offence or reported it to the Vigilance Office, the Independent External

Monitor may also transmit this information directly to the Central Vigilance

Commissioner, Government of India.

9. The word ‗Independent External Monitor‘ would include both singular and plural.

10. Independent External Monitor shall be required to maintain confidentiality of the

information acquired and gathered during their tenure / role as Independent External

Monitor. Any breach in this regard would be subject to the legal judicial system of

India.

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

of Integrity Pact Program to prevent corruption, bribes or any other unethical practices

in the GAIL. However, the Independent External Monitor(s) shall be personally and

severally be liable for any action or suit brought by Bidder / Contractor / against the

Independent External Monitor, in case the findings of Independent External Monitor is

/ are found incorrect or biased or prejudiced.

12. Independent External Monitor(s) shall be required to furnish an undertaking and shall

disclose before taking any assignment that he / she has no interest in the matter or

connected with the party (Bidder / Contractor) in any manner.

Section 9 – Pact Duration

The provisions of this Pact shall come into effect from the date of signing of this Pact by the

both parties. It expires for the Contractor 12 (Twelve) months after the last payment under the

respective contract, and for all other Bidders 6 (Six) months after the contract has been

awarded.



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If any claim is made / lodged by either party during this time, the same shall be binding and

continue to be valid despite the lapse of this pact as specified above, unless it is discharged/

determined by the Chairperson of the Principal.

Section 10 – Miscellaneous provisions

1. This agreement is subject to Indian Law. Place of performance and jurisdiction is the

Registered Office of the Principal, i.e. New Delhi. The arbitration clause provided in

main tender document / contract shall not be applicable for any issue / dispute arising

under Integrity Pact.

2. Changes and supplements as well as termination notices, if any, need to be made in

writing. Side agreements have not been made.

3. If the Contractor / Bidder is a partnership concern or a consortium, this agreement

must be signed by all partners or consortium members.

4. In case any or several of the provisions of this agreement turn out to be void, the

remainder of this pact shall remain valid. The parties to this pact however, shall strive

to come to an agreement to their original intentions in such a case.

------------------------------------------- -----------------------------------------------

(Name & Designation) (Name & Designation)

For the Principal For the Bidder/Contractor

Place ------------------------------------ Witness 1: -----------------------------

Date ----------------------------------- Witness 2: -----------------------------



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ANNEXURE 3 – OFFER LETTER

[On Bidder‘s Letterhead]

Date: __________

To


16, Bhikaiji Cama Place, R.K.Puram,


India

Sub: TENDER NO. GAIL/ND/BD/C&P/1406/8000006832 for Time Charter Hiring of

LNG Vessels (E-TENDER NO. 8000006832)

Dear Sir,

We refer to the Tender no. GAIL/ND/BD/C&P/1406/8000006832, E-Tender No. 8000006832

dated 01st August‘2014, its subsequent corrigendum, amendments, and clarifications

(collectively the ―Invitation to Bidder‖), and having duly examined the same, we are pleased

to submit herewith our Offer against the subject Tender.

We confirm that our Bid is firm, unconditional and the rates quoted in this Bid shall not be

subject to any variation or fluctuation.

This Bid is governed by Indian law and shall remain valid for a period of 180 (one hundred

and eighty) days from the Submission Date, subject to any extensions required by GAIL in

accordance with the said tender.

Until the execution of a binding time charter agreement pursuant to the tender, our Bid

together with your written acceptance thereof in your notification of award, shall constitute a

binding contract between us.

We understand that you are not bound to accept the lowest or any Bid that you may receive.

_____________

(Authorised Signatory)

Name:

Designation:



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ANNEXURE 4 – OFFER OUTLINE



Capitalised terms not defined in this Annexure are defined in the ―Instructions for Submission

of Bid for the Chartering of LNG Vessels to GAIL (India) Limited‖.

Query Bidder’s Reply/ Confirmation

Whether the Bid has been

submitted by a Single Bidder

or a Consortium

In case of a Consortium,

indicate the name of

Consortium Leader and the

other Consortium Members

Consortium Leader:

Consortium Members:

1. ….

2. ….

3. ….

Name, desgiantion and full

contact details of Authorised

Representative of the Single

Bidder/ Consortium

Complete Name and

Address of the proposed ship

manager

Proposed Guarantor(s)



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Vessels offered for Lot 1 Yes/ No

Lot 2 Yes/ No

Lot 3 Yes/ No

One Additional Vessel Yes

Two Additional Vessels Yes/ No

Note: Please tick as appropriate

Tender Fee Details Demand Draft No. _____________

Earnest Money Deposit/ Bid

Security Details

If for one (1) Lot &

Additional Vessel(s)

If for more than one (1) Lot

& Additional Vessel(s)

Note: Please tick as appropriate

No Modification of Tender

Documents:

Bidder to confirm that the

contents of the Tender

Documents have not been

modified or altered by the

Bidder.

Submission of True &

Genuine information:

Bidder to confirm that all

documents submitted as a

part of the Bid, and all

confirmations and

information provided in the

Bid by the Bidders are true



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and genuine.

No banning:

Bidders to confirm whether

it or any of its Consortium

Members (if applicable)

have been banned, de-listed,

or blacklisted, or put on

holiday list by any

Government, or quasi-

government agencies, or

public sector undertakings /

PMCs of GAIL. If so, please

provide details of the same.

No Liquidation:

Bidders to confirm that it, or

any of its Consortium

Members (if applicable), are

not under any liquidation,

bankruptcy, any court

receivership or other similar

proceedings.

No Relation:

Bidders to confirm that none

of its directors is a relative

of any director of GAIL or

the Bidder is firm in which

none of the directors of

GAIL or his relative are

partners.

Compliance with Tender

Documents:



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Bidder to confirm that its

Bid complies in all respects

with the requirements of the

Tender Documents, save for

any specific exception/

deviations as per Annexure 5

(Deviations to Proforma

TCP/ Proforma TPA, as

applicable) and Annexure 6

(Deviations to Outline

Specifications), if any.

Bidders Eligibility Criteria

& Shipyard eligibility

criteria

Please confirm that all

requisite documents as per

the requirements of the ITT

have been duly submitted.

Checklist

In addition to the foregoing,

please confirm that all

documents as per the

Checklist in Annexure – I,

have been duly submitted.



Instructions to Bidders

TENDER NO. GAIL/ND/BD/C&P/1406/8000006832 (E-TENDER NO. 8000006832) of 131

ANNEXURE 5 – DEVIATION STATEMENT PROFORMA TCP/TPA

Sub: TENDER NO. GAIL/ND/BD/C&P/1406/8000006832 for Time Charter Hiring of LNG Vessels (E-TENDER NO. 8000006832)

GAIL expects Bids to be submitted in conformance with the tender conditions and without stipulating any deviations/ exceptions. If unavoidable/

essential, such deviations shall be made strictly as per the format prescribed hereunder.

Serial No. Reference No. of the

Clause of the

Proforma TCP/ TPA

Subject/ heading of the Clause Proposed Exception or Modification





ANNEXURE 6 – DEVIATION STATEMENT OUTLINE SPECIFICATIONS

GAIL expects Bids to be submitted in conformance with the outline specifications and without stipulating any deviations/ exceptions. If

unavoidable/ essential, such deviations shall be made strictly as per the format prescribed hereunder.

Serial No. Reference No. of the

provision of the

Outline

Specifications

Subject/ heading of the

provision

Proposed Exception or Modification





ANNEXURE 7 – VESSEL PARTICULARS

VESSEL PARTICULARS – VESSEL NO. [INSERT] IN LOT [INSERT] / ADDITIONAL

VESSEL

Containment System

Propulsion System

Shipyard of origin/ construction

Length overall _________m

Length between perpendiculars _________m

Breadth (Moulded) _________m

Depth (Moulded) _________m

Draught Moulded Design _________m

Draught Moulded Scantling _________m

Air draught _________ m

Displacement _________ tonnes

Deadweight _________tonnes @ _________ m (design draft)

GRT _________ UMS

NRT _________ UMS

Light ship weight _________tonnes

Cargo Capacity @ 100% _________m3

Stores and Water _________tonnes loaded at departure condition





ANNEXURE 8 – GUARANTEED PERFORMANCE FIGURES

(Separate Annexure to be submitted for each Vessel)

VESSEL PARTICULARS – VESSEL NO. [INSERT] IN LOT [INSERT] /

ADDITIONAL VESSEL

VESSEL Include reference to description of vessel

type

CARGO CAPACITY (CBM)

LOADING CAPACITY (CBM) (not less

than 98.5%)

DESIGN SPEED 19.5 kts not including 21% sea margin

GUARANTEED PUMPING RATE (Discharging):

GUARANTEED LOADING FLOW RATE:

UN-PUMPABLE QUANTITY (CBM)

ARRIVAL LOAD PORT QUANTITY

(CBM)

BALLASTING TIME (HOURS):

DEBALLASTING TIME (HOURS):

GUARANTEED BOIL-OFF

Boil-Off Rate of the Vessel (loaded)

(guaranteed)

_________%/day @ Sea/Air temp. 32/45 0C

(not to exceed 0.11%/day @ Sea/Air temp.

32/45 0C)

Boil-Off Rate of the Vessel (ballast)

(guaranteed)

_________%/day @ Sea/Air temp. 32/45 0C

(not to exceed 0.11%/day @ Sea/Air temp.





32/45 0C)

MINIMUM HEEL LNG VOLUME (HV)

(CBM)

(As required for cool down prior to Loading

Operations, assuming cool down operation

from the Vessel such that the Vessel is ready

to load at the Loading Port)

GUARANTEED FUEL CONSUMPTION

The fuel consumption in this table are based on the following lower calorific heat values:

HFO (high sulphur content) in kcal/mT [provided by charterer]

Fuel Consumption Table A - HFO

Calculation of HFO is on the basis of IFO 380

For TFDE / STEAM

*Delete whichever is not applicable

Laden Ballast

Speed

(knots)

Maximum average

daily fuel consumption (in

ton/day)

Speed

(knots)

Maximum average


ton/day)

HFO HFO

20.5 20.5

20.0 20.0

19.5 19.5

19.0 19.0

18.5 18.5

18.0 18.0

17.5 17.5

17.0 17.0

16.5 16.5

16.0 16.0





15.5 15.5

15.0 15.0

14.5 14.5

14.0 14.0

13.5 13.5

13.0 13.0

12.5 12.5

12.0 12.0

11.5 11.5

11.0 11.0

10.0 10.0

9.0 9.0

8.0 8.0

7.0 7.0

6.0 6.0

At loading

port (including

all gas

compressor

running at full

capacity)

At discharge

port (including

all gas

compressor and

cargo pumps

running at full

capacity)

Awaiting at

anchorage

Drifting

Inerting all

tanks

Gas freeing

all tanks





Fuel Consumption Table B (MDO)

(For TFDE only)

*Please delete if details are being provided for Steam Propulsion

Laden Ballast

Speed

(knots)

Maximum average


ton/ day)

Speed

(knots)

Maximum average


ton/ day)

MDO (as pilot fuel) MDO (as pilot fuel)

20.5 20.5

20.0 20.0

19.5 19.5

19.0 19.0

18.5 18.5

18.0 18.0

17.5 17.5

17.0 17.0

16.5 16.5

16.0 16.0

15.5 15.5

15.0 15.0

14.5 14.5

14.0 14.0





13.5 13.5

13.0 13.0

12.5 12.5

12.0 12.0

11.5 11.5

11.0 11.0

10.0 10.0

9.0 9.0

8.0 8.0

7.0 7.0

6.0 6.0

At loading

port (including

all gas compressor

running at full

capacity)

At discharge

port (including

all cargo pumps

and gas

compressor

running at full

capacity)

Awaiting at

anchorage

Drifting

Inerting all

tanks

Gas freeing

all tanks





ANNEXURE 9 –SCHEDULE OF RATES

Tender No : Name of Bidder :

SCHEDULE OF RATES FOR HIRING OF LNG VESSELS

Quoted

for Lot

Vessel

ID

Capacity

in cubic

meter

Fixed Daily Charter Rate

(Amount in US$ / day)

Opex


Escalation rate per

annum on Opex

(in % )

Delivery

window

of the Lot (in figures) (in words) (in figures) (in words)

Lot 1

Vessel 1 In figures:

In words:

01.08.2017

to

31.03.2018 Vessel 2 In figures:

In words:

Vessel3* In figures:

In words:

-






Quoted

for Lot

Vessel

ID

Capacity

in cubic

meter



Opex


Escalation rate per

annum on Opex (in

% )

Delivery

window

of the Lot

(in figures) (in words) (in figures) (in words)

Lot 2

Vessel4 In figures:

In words:

01.08.2017

to

31.03.2018 Vessel5 In figures:

In words:

Vessel6

*

In figures:

In words:

-






Quoted

for Lot

Vessel

ID

Capacity

in cubic

meter



Opex


Escalation rate per

annum on Opex

(in % )

Delivery

window

of the Lot (in figures) (in words) (in figures) (in words)

Lot 3

Vessel 7 In figures:

In words:

01.02.2018

to

30.09.2018 Vessel 8 In figures:

In words:

Vessel

9*

In figures:

In words:

-

* Vessel from the Indian Shipyard





SCHEDULE OF DISCOUNT OFFERED FOR 2 LOTS AND 3 LOTS

Percentage of Discount

(in figures) (in words)

Discount (in percent) offered on Hire Charges** on each vessel of

the relevant two Lots, if considered for award for two Lots

Discount (in percent) offered on Hire Charges** on each vessel of

the relevant three Lots, if considered for award for three Lots

** Hire Charge = Fixed Daily Charter Rate + Opex





SCHEDULE OF RATES FOR ADDITIONAL VESSELS

Qu

ote

d f

or

nu

mb

er

of

Ves

sel(

s)

Vessel ID

Cap

aci

ty i

n c

ub

ic

met

er



Opex


Escalation

rate per

annum on

Opex

(in % )

Delivery Window

(01.08.2017 to

31.03.2018)

Delivery Window

(01.02.2018 to

30.09.2018)

Delivery Window

(01.08.2017 to

31.03.2018)

Delivery Window

(01.02.2018 to

30.09.2018)

(in figures)

(in words)

(in figures)

(in words)

(in figures)

(in words)

(in figures)

(in words)

1

(One)

First

Additional

Vessel

(From

Indian

Shipyard)

In figures:

In words:

1

(One)

Second

Additional

Vessel

(From

Overseas

Shipyard)

In figures:

In words:





SCHEDULE OF DISCOUNT OFFERED FOR ADDITIONAL VESSELS

Percentage of Discount

(in figures) (in words)

Discount (in percent) offered on hire charges** on First Additional

Vessel (from Indian shipyard)

Discount (in percent) offered on hire charges** on Second

Additional Vessel (from Overseas shipyard)

Discount (in percent) offered on hire charges** on First Additional

Vessel (from Indian shipyard) if both Additional Vessels are

awarded to the same Bidder

Discount (in percent) offered on hire charges** on Second

Additional Vessel (from Overseas shipyard) if both Additional

Vessels are awarded to the same Bidder

** Hire Charge = Fixed Daily Charter Rate + Opex

Note:

(i) The Bidders are required to submit their prices strictly in the Schedule of Rates (SOR) given below, failing which the Bid shall be liable

for rejection.

(ii) Bidders are required to carefully read the Evaluation Methodology and other provisions of the Tender Documents before filling up the

SOR.

(iii) Bidder has to mandatorily quote for atleast One (1) Lot and One (1) Additional Vessel (from Indian Shipyard). The Bidder Offering

Two Additional Vessels has to quote for the First Additional Vessel from Indian Shipyard and Second Additional Vessel from Overseas

Shipyard.

(iv) Bidders may offer discount (if any) for Two Lots and Three Lots of LNG Vessels only at the relevant Table provided above. Discount

offered at any other place in the Bid shall not be considered for evaluation of Bid. However, in the event of the Bidder emerging as the

successful Bidder, such discount offered by the Bidder shall also be considered for award of the Contract and same shall be final and

binding on the Bidder.

(v) The Bidders are required to quote Fixed Daily Charter Rate and Opex in whole number (i.e. without any decimal) and escalation rate on

Opex (in percentage) up to 2 decimals.

SIGNATURE:

NAME:

SEAL:





ANNEXURE 10 - LIFE CYCLE EVALUATION METHODOLOGY FOR EACH VESSEL

This note describes the criteria and methodology for evaluation of the Priced Bids and the

parameters that will be considered for evaluating and comparing the Priced Bids under the

Schedule of Rates submitted by the Bidders. To ensure a uniform and objective evaluation and

ranking of Priced Bids, the Bidders shall quote the cost elements including the Fixed Daily

Charter Rate, Opex, and the escalation of the Opex and other parameters strictly as per the

Tender Document.

Priced Bids shall be evaluated on the basis of cost associated with per unit energy transportation

during the life cycle 20 years for Vessels from Overseas Shipyard and 17 years for Vessel from

Indian Shipyard. Aggregate life cycle cost ("LC") of the LNG Vessel and the units of energy

transported by the LNG Vessel in the life cycle is calculated independently to arrive at the per

unit energy transportation cost to the Charterer.

LC is the present value of the total cost outflow ("Total Cost") in USD for the initial charter

period. The Total Cost shall comprise:

(i) Hire Charges

(ii) Cost of Boil-Off

(iii) Cost of Fuel Oil

(iv) Canal Charges

(v) Port Charges

(vi) Withholding Taxes on Hire Charges (only on SPCs proposed to be incorporated

outside India)

The above costs shall be calculated for the offered LNG Vessel for each year of the initial charter

period, which will be summed up to arrive at the Total Cost for the initial charter period.

1. ELEMENT OF COST

(i) Hire Charges

Hire charges shall comprise of :

(a) Fixed Daily Charter Rate

Fixed Daily Charter Rate shall be in USD /day. The quoted Fixed Daily Charter Rate

shall remain constant for the Initial Charter Period and shall not vary from year to year

during the Initial Charter Period.





(b) Opex

Opex shall be in USD / day

Further, the rate of escalation shall be first applied from Base Calendar Year i.e. the

second calendar year following the calendar year in which the LNG Vessel is delivered

to the Charterer. For example, in the event that the LNG Vessel is delivered in calendar

year 2017, the escalation shall be applicable from the calendar year 2019.

(ii) Boil Off Cost

The Boil Off Cost is the cost of LNG, which is boiled off during the Voyage period. Bidders

shall quote the maximum Boil-Off as a daily percentage of the Cargo Tank Capacity during

laden and ballast condition separately as per Annexure 8 provided in the Tender

Documents.

(iii) Fuel Oil Cost

The fuel consumption is based on the natural boil off consumption complemented by HFO

consumption for Vessel speeds where the natural Boil Off is insufficient.

The Fuel Oil Cost is the cost of fuel oil consumed by the LNG Vessel during the Voyage

period. Bidders shall quote the maximum daily fuel oil consumption as per Annexure 8

provided in the Tender Document. The same shall be total fuel oil consumed i.e. it shall be

total of HFO and MDO.

(iv) Canal Charges

Canal Charges for the Suez Canal for the return Voyage shall be considered. For the purpose

of evaluation, GAIL will consider number of Voyages per annum as mentioned in Section

10 below. The Canal charges shall be as specified in Annexure 11.

(v) Port Call Charges

Port Call charges shall be the sum of Port Call charges for the loading and discharge ports.

For the purpose of evaluation, GAIL will consider number of Voyages per annum as

mentioned in Section 10 below. The applicable Port Call charge shall be as specified in

Annexure 12.

(vi) Withholding Tax

Applicable Withholding tax shall be taken into consideration depending upon the country of

incorporation of proposed/existing SPC. For the purpose of calculation of withholding tax,

Bidder will be required to submit the documents as specified in Annexure 13. In case of

non-submission of acknowledgement of all or any of the documents mentioned at Annexure

13 and 13A of the ITB/ITT, GAIL will consider the tax implications as per the applicable

tax provisions while bid evaluation.





Voyage shall for the purposes of this Annexure 10, mean the round trip of the Vessel

(including time at harbours, load port, discharge port, channelling, Suez Canal) between a

loading port and a discharge port. The same has been defined in Section 10 below.

2. ASSUMPTION FOR LIFE CYCLE COST

The following assumptions shall be considered for calculating life cycle cost of a Vessel and

hence levelized Unit Freight Cost in USD / MMBTU.

Sl. no. Parameter Value

1 Discounting rate Ten percent (10%) per annum

2 Heavy Fuel Oil Cost (Fp) Fuel Oil buying rate for IFO380 at Fujairah available on

website http://www.bunkerworld.com/prices/ on one

day prior to the Bid submission due date and if such date

happens to be a holiday, then latest available rate shall

be considered.

3 Boil Off Cost (LNGp) US $ 10/MMBTU

4 Marine Diesel Oil cost (Dp) Marine Diesel Oil buying rate available on website

bunkerworld.com, on one day prior to the Bid

submission due date and if such date happens to be a

holiday, then latest available rate shall be considered.

5 Heavy Fuel Oil equivalent

per CBM of Boil-Off Point five two six (0.526) tonne per CBM of Boil- Off

6 Time taken for ballast

Voyage (TT1)

Time taken for laden

Voyage (TT2)

Total Time Taken (TT)

= TT1+TT2

TT = TT1+TT2

7 Base Calendar Year

for Opex

It shall be zero in the year of delivery and subsequent

year and then increase by one (1) every calendar year.

8 Calorific value of LNG in

MMBTU/Tonne (CLNG)

52





3. METHODOLOGY FOR COMPUTING TOTAL COST

COMPUTATION OF HIRE

List of frequently used abbreviations

Dn = Days of operation for LNG Vessel in nth year (as specified in Section 10 below)

The Hire cost in nth

year of operation shall comprise of:

3.1. Fixed Daily Charter Rate

Fixed Daily Charter Rate for LNG Vessel in nth year of operation (FDCRn)

Where

FDCR = Fixed Daily Charter Rate as quoted by the Bidder in USD/day for LNG Vessel

3.2. Opex

Opex in nth year of operation for LNG Vessel (OPn)

Where

OP = Opex per day as quoted by Bidder for LNG Vessel (USD / day)

EF = Escalation factor for Opex as quoted by the Bidder (in %)

n = It shall be one (1) in the year of delivery & subsequent year and then increase by one (1)

every calendar year

Total Hire Cost

3.3. Total Boil Off Cost during nth year of operation (CBOT)

9 Density of LNG in kg per

m3 (DLNG)

430

10 No. of days post delivery

date in a year

365 days





This section evaluates the natural Boil Off generated by the Vessel.

Where

CBOTn= Computation of Total Boil Off Cost for LNG Vessel during nth year

((

) ( (

)))

BOB = Guaranteed Boil-Off as % per day of Vessel‘s Capacity during ballast condition

BOL = Guaranteed Boil-Off as % per day of Vessel‘s Capacity during laden condition

CAP = Capacity of LNG Vessel in m3

CLNG = Calorific value of LNG in MMBTU/Tonne

DLNG = Density of LNG in kg per m3

LNGp = Cost of Boil Off gas in USD / MMBTU

TT1n = Time taken for ballast Voyage by LNG Vessel during nth year

TT2n = Time taken for laden Voyage by LNG Vessel during nth year

TTan = Time taken by LNG Vessel at anchorage during nth year

3.4. Computation of Total Fuel Oil Cost during nth year of operation (TFOCAn)

This section evaluates the HFO consumption when the natural boil off is insufficient to meet the

required fuel consumption.

( ) (for ballast)

( ) (for laden voyage)

(In case FOCBi or FOCLi, is less than zero, it shall be deemed to be zero)

Where

FCBi = Heavy Fuel oil consumption per day at a particular speed (for ballast voyage)

FCLi = Heavy Fuel oil consumption per day at a particular speed (for laden voyage)





TT1i = Time taken by the Vessel at a particular speed (for ballast voyage)

TT2i = Time taken by the Vessel at a particular speed (for laden voyage)

Fp = Heavy Fuel Oil Cost in USD/ Tonne

∑ ∑

Where

FOCn = Summation of fuel consumed at various stages as defined in Section 10 below.

∑

DCi = Diesel oil consumption per day at a particular speed

Ti = Time taken by the Vessel at a particular speed

Dp = Diesel Oil Cost in USD/ Tonne

Diesel oil for the year (DOCn) shall be obtained by product of number of days at various speeds

(Section 10 below) and diesel oil consumption quoted by Bidder at various speeds (Annexure 8

above).

3.5. Computation of Canal Charges during nth year of operation (CCTn)

n = It shall be one (1) in the year of delivery and then increase by one (1) every calendar year

CC = Canal Charges applicable as listed in Annexure 11 below

ERn = Escalation rate (per year) applicable to Canal Charges as listed in Annexure 11 below

Vn = Number of voyages per year as listed in Section 10 below

3.6. Computation of Port Call Charges during nth year of operation (PCTn)





n = It shall be one (1) in the year of delivery and then increase by one (1) every calendar year

PCL = Loading Port Call Charges applicable as listed in Annexure 12 below

PCU = Unloading Port Call Charges applicable as listed in Annexure 12 below

EPn = Escalation rate (per year) applicable to Port Call Charges as listed in Annexure 12 below

Vn = Number of voyages per year as listed in Section 10 below

3.7. WITHHOLDING TAX (WTn)

The total Cost applicable to the Charterer will also depend on the Withholding Tax applicable on

the country of incorporation of the SPC (except in the case, where Country of incorporation of

SPC is India, no Withholding Tax shall be considered for evaluation and Hire payment shall be

released after deduction of Withholding Tax). The same shall also be taken into account for

computation of Total Hire Cost. For the sake of evaluation the Withholding Tax will remain the

same for the entire life of the contract. Bidders are required to furnish information as specified

in Annexure-13.

4. TOTAL COST FOR ‘nth’ YEAR

The Total Cost for a LNG Vessel in a calendar year ―n‖ will be calculated by adding the Total

Hire, Total Fuel Cost, Total Boil Off Cost, Total Canal Charges, Total Port Call Charges and

Withholding Tax (if any) as calculated above.

Sl.

No.

Component Value

1 Total Hire Component (THCn )

2 Total Boil Off Cost (CBOTn )

3 Total Fuel Cost (TFOCAn )

4 Canal Charges (CCTn)

5 Port Charges (PCTn)

6 Withholding Tax (WTn)

Total Cost in the year (TCn) [sum of Sl. No. 1 to 6]





5. COMPUTATION OF PRESENT VALUE OF THE TOTAL COST PER VESSEL

In order to compare the Hire Charges over the life of the contract, Present Value of the Total

Cost will be used for evaluation.

Present Value (PV) of the total cost

∑

TCn = Total Cost applicable in year ‗n‘ as calculated in Sl no. 4 above

i = It shall be zero (0) in the year of delivery and then increase by one (1) every calendar year.

n = 20 years for foreign built Vessels and 17 years for Vessels built in India

r = 10% (Discount factor applicable for evaluating the Present Value)

6. COMPUTATION OF TOTAL VOLUME TRANSPORTED PER VESSEL IN ‘nth’ YEAR

(VLNGCTn)

Effective Volume of LNG Vessel which would be loaded during a year.

CAPi = Capacity of each Vessel as quoted by the Bidder in Annexure 8 in cubic meter

HVi = Guaranteed Minimum Heel LNG Volume at loading port, as quoted by the Bidder in

Annexure 8 under Guaranteed Performance Figures.

The quantity loaded for transportation during a year will be (VLNGCTn)

The quantity delivered at the discharging port during a year will be (VLNGCDn)

( (

) (

))

7. COMPUTATION OF MMBTU DELIVERED PER VESSEL IN ‘n’th YEAR (MMBTUn)





8. COMPUTATION OF PRESENT VALUE OF THE MMBTU TRANSPORTED PER

VESSEL

In order to calculate the levelized cost of transportation by a particular LNG Vessel, Present

Value of the total MMBTU transported will be calculated as below:

Present Value (PMMBTU) of the total volume transported

∑

MMBTUn = Total MMBTU transported by the LNG carrier in year ‗n‘ as calculated in Sl no. 7

above

i = It shall be zero (0) in the year of delivery and then increase by one (1) every calendar year.

n = 20 year years for foreign built Vessels and 17 years for Vessels built in India

r = 10% (Discount factor applicable for evaluating the Present Value)

9. COMPUTATION OF UNIT FREIGHT COST (UFC) OF A VESSEL

The above calculated UFC is for a particular Vessel. The UFC of a Lot will be calculated as the

weighted average of the UFCs of each Vessel offered in the Lot. The Lot will be selected on the

basis of minimum weighted average UFC

Lot UFC PMMBTU

Vessel 1 UFC1 PMMBTU1



10. PROFILE OF A TYPICAL VOYAGE (for evaluation purposes only)

Speed / Other Number of days

10 knots 7.7

12 knots 4.3





Design Speed (19.5 knots) 331.4

Total steaming days in Voyage 343.4

Days at loading port 9.7

Days at discharging port 8.4

Days awaiting at anchorage (TTan) 3.5

Total number of days Vessel should be in service

(A)

365.0

Average time considered for maintenance and

dry dock (TFDE vessel) (B)

11.3

Average time considered for maintenance and

dry dock (Steam vessel) (C)

9.3

Days of operation for TFDE LNG Vessel in nth

year (Dn)

(D) = (A) – (B)

353.7

Days of operation for Steam LNG Vessel in nth

year (Dn)

(E) = (A) – (C)

355.7

Time Taken

in ballast Voyage in a year (TT1n) 171.7

in laden Voyage in a year (TT2n) 171.7

Distance which has been considered to evaluate

number of voyages

9651 x 2 = 19302 nautical miles

Voyages per year by TFDE Vessel (Vn) 7.5

Voyages per year by Steam Vessel (Vn) 7.6

Note : The Voyage duration for different speeds stated in the table above will be equally divided

in Laden and Ballast voyage.





ANNEXURE 11 – SUEZ CANAL CHARGES PER VOYAGE

MOSS TYPE CONTAINMENT SYSTEM (CC)

Size of the Vessel (m3)

Suez Canal Transit Charges (in

USD)

Escalation Rate per annum

(ERn)

150,000 – 155,000

750,000 3%

155,001 – 160,000

790,000 3%

160,001 – 165,000

895,100 3%

165,001 – 170,000

940,000 3%

170,001 – 175,000

1,123,000

3%

175,001 – 180,000

1,308,000 3%





MEMBRANE TYPE CONTAINMENT SYSTEM (CC)


Suez Canal Transit Charges

(in USD)

Escalation Rate per annum

(ERn)

150,000 – 155,000

750,000 3%

155,001 – 160,000

790,000 3%

160,001 – 165,000

853,000 3%

165,001 – 170,000

916,000 3%

170,001 – 175,000

1,090,000

3%

175,001 – 180,000

1,275,000 3%





ANNEXURE 12 – PORT CALL CHARGES

MEMBRANE TYPE CONTAINMENT SYSTEM


Loading Port Call

Charges (PCL)

(in USD)

Un-loading Port Call

Charges (PCU)

(in USD)

Escalation Rate per

annum (EPn)

150,000 – 155,000

120,000

42,000 3%

155,001 – 160,000

120,000

42,000 3%

160,001 – 165,000

125,000

42,000 3%

165,001 – 170,000

125,000

45,000 3%

170,001 – 175,000

125,000

56,000 3%

175,001 – 180,000

130,000

66,000 3%





MOSS TYPE CONTAINMENT SYSTEM


Loading Port Call

Charges (PCL)

(in USD)

Un-loading Port Call

Charges (PCU)

(in USD)

Escalation Rate per

annum (EPn)

150,000 – 155,000

120,000

42,000 3%

155,001 – 160,000

120,000

42,000 3%

160,001 – 165,000

125,000

42,000 3%

165,001 – 170,000

125,000

45,000 3%

170,001 – 175,000

125,000

56,000 3%

175,001 – 180,000

130,000

66,000 3%





ANNEXURE 13 – BIDDERS CONFIRMATION FOR EVALUATION OF

WITHHOLDING TAX

Bidder‘s Name M/s .............................

TENDER No.

Offer Ref................................

Bidders are required to provide the confirmation/information against each point which shall be

utilised for calculation of Withholding Tax Liability (WHT) by GAIL. This Questionnaire duly

filled in should be returned along with Un-priced Bid.

S.

No.

Description Bidder’s

Confirmation

/Reply

1 Proposed country of incorporation of Special Purpose Company (SPC)

for each Vessel, in the event of award. In case more than one country for

different sizes of ships, indicate separately for all sizes. For the purpose

of WHT rate determination, the country of incorporation and Tax

Residency of SPC will be considered same unless otherwise indicated by

the Bidder in its confirmation here.

Note: - Bidder to indicate only one country of incorporation for each

SPC. In case Bidder provides for more than one country of

incorporation, the country with higher tax implication to GAIL, by way of

WHT liability, will be considered for evaluation.

2 Please confirm whether SPC will/will not have any Permanent Establishment

(PE) in India during the whole or part term of Time Charter Party Agreement

(TCP). The term ―Permanent Establishment‖ shall be as defined in respective

Double Taxation Avoidance Agreement (DTAA) between country of

incorporation and India (in case tax residency status is not different from country

of incorporation). The DTAA will be applied as per the Tax Residency Status of

SPC. However, in case SPC registered in a non-treaty country, Income of SPC

should not accrue or arise in India directly or indirectly through a business

connection or otherwise, as defined in Sec 9 (1) of Indian Income tax Act, 1961.





S.

No.


Confirmation

/Reply

3 Please confirm that in case SPC will not have any PE in India then SPC

will provide an undertaking, in this regard, in the format prescribed by

GAIL along with each charter fee invoice. In case SPC fails to provide

the undertaking in the prescribed format or declares any false

information, the WHT and/or any interest and penalty as applicable on

account of the same will not be borne by GAIL and will be recovered

from SPC.

4 Please confirm that SPC will/will not obtain Permanent Account Number

(PAN) from Indian Income Tax Authorities. As per Indian Tax Laws,

there is a penal rate of WHT for not furnishing PAN during payments.

5 Please confirm that SPC will furnish Tax Residency Certificate (TRC)

issued by the Government/Tax Authority of the Country in which SPC is

Tax Resident. This certificate is required every year by GAIL to

determine tax rates as per DTAA for any payment to SPC during each

year of the Time Charter Party Agreement.

6 Please confirm that along with TRC as mentioned in S. No. 5 above, SPC

will also provide a self-declaration in Form 10F prescribed under Rule

21AB of Indian Income Tax Rules, 1962 or as applicable at the time of

release/provision of invoice payment, as the case may be. A copy of

presently applicable Form 10F is enclosed as Annexure-13A.

7 Please confirm that, Bidder or SPC, as the case may be, will provide any

other document/information as may be required during bid evaluation by

GAIL and/or during the term of Time Charter Party Agreement due to

change in tax laws/rules or any other laws/rules impacting GAIL.

8 Please confirm that in the event Bidder or SPC confirms but does not

submit any or all of the documents/information as stated from S. No.1 to

7 above as may be required during bid evaluation or any time before or

during the term of Time Charter Party Agreement, any additional tax

implication arising on GAIL due to such non-submission/default will be

borne by SPC only and GAIL shall have the right to adjust the same from

the due payments of SPC.

9 Please confirm that if any information/documents provided in reference

to S. No. 1 to 7 above is found false or misleading during bid evaluation

or any time before or during the term of Time Charter Party Agreement,

any additional tax implication arising on GAIL due to submission of such

false/misleading information/documents by Bidder/SPC will be borne by

Bidder/SPC only.

10 Please confirm that any additional tax liability on GAIL due to change in

Tax Residency status of SPC or on account of PE of SPC in India, from

the originally evaluated position of Bidder, during the Time Charter Party

Agreement shall be borne by the SPC only and GAIL shall remit the





S.

No.


Confirmation

/Reply

payments of due invoices after adjusting such implication.

Name : ....................

Designation : ....................

Seal : ....................

ANNEXURE- 13A

"FORM NO. 10F‖

[See sub-rule (1) of rule 21AB]

Information to be provided under sub-section (5) of section 90 or sub-section (5) of

section 90A of the Income-tax Act, 1961

I. . . . . . . . . . . . . . . . . . . *son/daughter of Mr.. . . . . . . . . . . . . . . . . . . in the capacity of . . . .

. . . . . . . . . . . . . . . (designation) do provide the following information, relevant to the

previous year. . . . . . . . . . . . . . . . . . . *in my case/in the case of. . . . . . . . . . . . . . . . . . . for

the purposes of sub-section (5) of * section 90/section 90A:—

SI.No. Nature of information : Details#

(i) Status (individual; company, firm etc.) of the assessee :

(ii) Permanent Account Number (PAN) of the assessee if allotted :

(iii) Nationality (in the case of an individual) or Country or specified

territory of incorporation or registration (in the case of others) :

(iv) Assessee's tax identification number in the country or specified territory of residence and if there is no such number, then, a unique number on the basis of which the person is identified by the Government of the country or the specified territory of which the assessee claims to be a resident

:

(v) Period for which the residential status as mentioned in the certificate referred to in sub-section (4) of section 90 or sub-section (4) of section 90A is applicable

:

(vi) Address of the assessee in the country or territory outside India during the period for which the certificate, mentioned in (v) above, is applicable

:





2. I have obtained a certificate to in sub-section (4) of section 90 of sub-section (4) of

section 90A from the Government of . . . . . . . . . . . . . . . . . . . (name of country or

specified territory outside India)

Signature: . . . . . . . . . . . . . . . . . . .

Name: . . . . . . . . . . . . . . . . . . .

Address: . . . . . . . . . . . . . . . . . . .

Permanent Account Number: . . . . . . . . . . . . . . . . . . .

Verification

I. . . . . . . . . . . . . . . . . . . do hereby declare that to the best of my knowledge and belief what

is stated above is correct complete and is truly stated.

Verified today the . . . . . . . . . . . . . . . . . . . day of. . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . .. . . . . . . . . . .

Signature of the person providing the information

Place: . . . . . . . . . . . . . . . . . . .

Notes :

1. *Delete whichever is not applicable.

2. #Write N.A. if the relevant information forms part of the certificate referred to in sub-

section (4) of section 90 or sub-section (4) of section 90A.





ANNEXURE 14 - LNG VESSEL COST AND FINANCING

[To be provided separately in physical form for each Vessel as per Section 11.5 of the ITT]

Subject : Tender for Time Charter Hiring of LNG Vessels

(TENDER NO.: GAIL/ND/BD/C&P/1406/8000006832 (E-TENDER NO. 8000006832)

1. VESSEL ID : Vessel No. ……… of Lot No……..

Additional Vessel No. …………..

2. VESSEL CAPACITY …………. M3

3. VESSEL COST

Sl.

NO.

DESCRIPTION AMOUNT IN US $

1. Know-how engineering and consultancy

2. Hard cost

3. Project management

4. Testing and commissioning

5. Classification, mandatory spare parts

Total Amount (Sl. No. 1 to 5) in US$

4. VESSEL FINANCING

Proposed capital Structure

Sl. No. ITEM AMOUNT (in US$)

1 Equity

2 Debt





ANNEXURE 15 - FORMAT OF THE LETTER FROM INTENDED LENDERS TO THE

BIDDER

[To be provided on Owner‘s Lender‘s Letterhead]


GAIL Bhawan,

16, Bhikaiji Cama Place,

New Delhi - 110 066 (India)

Phone: (+91-11) 26182955 Extn: 6210

Direct: (+91-11) 26189269

Fax: (+91-11) 26185941 Extn: 00502#, #15245

Subject: Tender for Time Charter Hiring of LNG Vessels (TENDER NO.:

GAIL/ND/BD/C&P/1406/8000006832 (E-TENDER NO. 8000006832)

We refer to the captioned ‗Bidding Document‘ issued by GAIL (India) Limited (―GAIL‖) on

[___] regarding the Time Charter Agreement (―TCP‖) for certain LNG vessels. The capitalized

terms used but not defined herein shall have the meaning ascribed to them in the said Bidding

Document.

We hereby confirm that our credit committee [has]/ [had] approved [in principle] to arrange a

loan facility for [insert details of Bidder / proposed SPC] in the amount up to [Amount] (the

―Facility‖) to fund construction and delivery of the [insert] LNG vessel(s) (the ―Vessels‖) to

GAIL as contemplated pursuant to the TCP.

Further, we confirm that: (i) we will keep GAIL informed of details regarding any events of

default under the financing and security documents executed in respect of the Vessels; (ii) we

will not take any steps to impede or prevent the LNG shipowner from delivering the Vessels to

GAIL on the Scheduled Delivery Date; and (iii) we have reviewed and approved the terms of the

TCP and that we will execute a Quiet Enjoyment Letter reflecting the agreed terms specified in

Appendix XII to the TCP (or in such other form agreed to by Charterer or Charterer‘s Lenders)

no later than one hundred and eighty (180) days following the Effective Date of the TCP.

Arranging of the Facility will be conditional upon fulfillment of a number of conditions

precedent to financial close being met, including (i) completion of satisfactory legal and

technical due diligence of the TCP, (ii) the absence of (a) any material adverse change after the

date hereof in the business or financial condition of [Bidder/ proposed SPC] and (b) any change

after the date hereof in the financial or capital markets generally that would (in our reasonable





opinion) materially impair our arranging of the Facility, (iii) the material accuracy of all

representations made by [Bidder] to us in connection with the Facility, (iv) subject to our above

agreement regarding the Quiet Enjoyment Letter, finalisation of agreements customary for a

transaction of this type in a form acceptable to us, (v) payment of all fees, expenses and other

amounts payable to us by [Bidder / proposed SPC] in connection with the Facility and (v) a

closing of the Facility on or prior to [date].

We confirm that our in principle offer to arrange the Facility will remain valid until the signing

of the TCP for the Vessels.

[Insert details of Owner‘s Lender]

By:

Name:

Designation:





ANNEXURE 16 - FORMAT FOR DECLARATION OF CHANGE OF MAJORITY

SHAREHOLDER IN SPC IN CASE OF AWARD

To,


16, Bhikaiji Cama Place


Subject: Tender for Time Charter Hiring of LNG Vessels (TENDER NO.:

GAIL/ND/BD/C&P/1406/8000006832 (E-TENDER NO. 8000006832)

Sir,

With reference to Section. 13.1 (d) of ITT, we confirm that the Bidding Consortium Leader

(M/s…………………………………..) will continue to remain the largest shareholder in at least

one (1) of the SPC formed for the ownership of the Vessels proposed in our offer.

We also declare that in case one of the other Consortium Members becomes the largest

shareholder with respect to any SPC formed for any of the Vessels offered & awarded to us, all

shareholding requirements previously specified for the constitution of such SPC shall thereafter

be applied to the new aforementioned Consortium Member as Consortium Leader of this SPC,

and to the interchanged other Consortium Members respectively.

We hereby declare that in case of award of contract, we shall make the following Consortium

Members as majority shareholders and leader in each of the SPC formed for the vessels offered :

Lot 1 and additional Vessels

Vessel identification number Proposed Majority Shareholder of SPC

Vessel #1

Vessel #2

Vessel #3

Additional Vessel #1

Additional Vessel #2

Lot 2


Vessel #4

Vessel #5

Vessel #6





Lot 3


Vessel #7

Vessel #8

Vessel #9

We also confirm that all Consortium Members mentioned above as proposed majority

shareholder of the SPC, meets the eligibility criteria of the Consortium Leader as mentioned in

Section 5.1.2 (b), and in compliance with the requirements of Section 13.1 (d) of the ITB.

Thanking you,

Name of the Consortium …………………………………………………………………………

Name of Authorised person on behalf of Bidding Consortium ………………………………….

Designation ……………………………………………………………………………………….

(Signature)





ANNEXURE - 17

ACKNOWLEDGEMENT CUM CONSENT LETTER

(On receipt of Tender Document/information regarding the Tender, Bidder shall acknowledge the receipt and

confirm his intention to bid or reason for non-participation against the enquiry /Tender through e-mail/fax to

concerned executive in GAIL issued the Tender, by filling up the Format) To

DGM (C&P)


New Delhi, India

E-mail : [email protected]/[email protected]

Fax : (+91) 11 26185941 Extn 00502#

(+91) 11 26185941 Extn 05088#


LNG Vessels (E-TENDER NO. 8000006832) Dear Sir,

We hereby acknowledge receipt of a complete set of Tender Document along with enclosures for

subject job and/or the information regarding the subject Tender.

We intend to bid as requested for the subject job and furnish following details with respect to

our office who will submit the bid:

Signature : ....................

Name : ....................

Designation : ....................

Name of Company : ....................

Postal Address with Pin Code : ....................

Telephone/Mobile Number : ....................

Fax Number : ....................

Contact Person : ....................

E-mail Address : ....................

Date : ....................

Seal/Stamp : ....................

We are unable to bid for the reason(s) given below:

______________________________________________________________________________

______________________________________________________________________________

Signature : ....................

Name : ....................

Designation : ....................

Name of Company : ....................

Telephone Number : ....................

E-mail Address : ....................

Mobile No. : ....................

Date : ....................

Seal/Stamp : ....................





ANNEXURE-18

FORMAT FOR CHARTERED ACCOUNTANT CERTIFICATE FOR FINANCIAL

CAPABILITY OF THE BIDDER



We have verified the Annual Accounts and other relevant records of M/s. ……………… ………………

[Name of the Bidder or Consortium Leader and Members (as the case may be)] and certify the following:

A. ANNUAL TURNOVER OF LAST 3 YEARS (Refer instructions at 3 below):

Description Amount (Currency)

Year 1:

Year 2:

Year 3:

B. NET WORTH OF LAST FINANCIAL YEAR:

Description Year ______

Amount (Currency)

Net Worth (Refer instructions at 3 below)

Name of Audit Firm / [Signature of Authorised Signatory]

Chartered Accountant Name:

Designation:

Date: Seal:

Membership no:

Instructions:

1. The financial year would be the same as one normally followed by the Bidder or Consortium Leader and

Members (as the case may be) for its Annual report

2. The Bidder or Consortium Leader and Members (as the case may be) shall provide the audited financial

statements as required for this Tender document. Failure to do so would result in the Proposal being

considered as non-responsive.

3. For the purpose of this Tender document, (i) Annual Turnover shall be ―Sale value/Operating Income‖ and

(ii) Net Worth shall be the subscribed and paid up share capital of an entity plus its free reserves

but excluding revaluation reserves, as reduced by accumulated losses, intangible assets, and

miscellaneous expenditure not written off.





Annexure 19

NO DEVIATION CONFIRMATION

To,



New Delhi- 110066

India



Dear Sir,

We understand that any unacceptable deviation/exception in any form may result in rejection of

bid. We, therefore, certify that we have not taken any exceptions/deviations anywhere in the bid

against subject tender (except at Annexure 5 & Annexure 6, if any) and we agree that if any

deviation/exception is mentioned or noticed elsewhere, our bid may be rejected.

Name : ....................

Designation : ....................

Name of Company : ....................

Date : ....................





ANNEXURE - 20

DECLARATION

To Date:



R.K.Puram,

New Delhi- 110066



Dear Sir,

We hereby confirm that Bidder / any of the Consortium members (as the case may be) are not

under any 'liquidation', any 'court receivership' or similar proceedings and 'bankruptcy'.

We further confirm that, Bidder / any of the Consortium members (as the case may be) have not

been banned, de-listed or blacklisted or put on holiday list any Government or Quasi

Government Agencies or Public Sector Undertaking under Government of India or Project

Management Consultants (PMCs) of GAIL (India) Limited.

We also confirm that the contents of the subject Tender have not been modified or altered by the

Bidder/Consortium (as the case may be).

We agree that if any such thing is noticed in future, our Bid / Contract may be rejected /

terminated.

Place: Signature of Authorised Signatory

Date: Name:

Designation:

Seal:

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





ANNEXURE- 21

Agreement regarding non-involvement of any other entity or Government of India in respect of the present Tender / Contract

(to be submitted on the letterhead of the Bidder)



It is expressly understood and agreed by and between ....................(Bidder) and GAIL (India) Limited, (Indian Public Sector Undertaking) that GAIL (India) Ltd., is entering into this agreement solely on its own behalf and not on behalf of any other person or entity. In particular, it is expressly understood and agreed that the Government of India is not a party to this agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that GAIL (India) Limited is an independent legal entity with power and authority to enter into contracts solely on its own behalf under the applicable Laws of India and general principles of Contract Law. The ............... (Bidder) expressly agrees, acknowledges and understands that GAIL (India) Ltd. is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract. Accordingly ................... (Bidder) hereby expressly waives, releases and foregoes any and all actions or claims, including cross claims, impleader claims or counter claims against the Government of India arising out of this contract and covenants not to sue to Government of India as to any manner, claim, and cause of action or thing whatsoever arising of or under this agreement.

Signature ________________________

Name ________________________

Designation ________________________

Office Stamp ________________________

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





ANNEXURE - 22

CUT OUT SLIPS

[For submission of Envelope 1 containing Tender Fee, EMD, Power of Attorney & Integrity

Pact (in original)]

DO NOT OPEN - THIS IS A QUOTATION

Tender no. : GAIL/ND/BD/C&P/1406/8000006832 (E-TENDER NO. 8000006832)

Item : Time Charter Hiring of LNG Vessels

Due Date& Time : ……….. upto……… hrs.

From: To:

……………

……………



R. K. Puram, New Delhi – 110 066

Ph. (+91)11-26182955, Fax. 011-26185941

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

CUT OUT SLIP

[For submission of Envelope 2 containing Cost of Vessels]

DO NOT OPEN - THIS IS A QUOTATION

Tender no. : GAIL/ND/BD/C&P/1406/8000006832 (E-TENDER NO. 8000006832)

Item : Time Charter Hiring of LNG Vessels

Due Date& Time : ……….. upto……… hrs.

From: To:

……………

……………



R. K. Puram, New Delhi – 110 066

Ph. (+91)11-26182955, Fax. 011-26185941





ANNEXURE - 23 (A)

PROFORMA OF "BANK GUARANTEE" FOR "EARNEST MONEY / BID SECURITY"

(To be stamped in accordance with the Stamp Act)

Ref............... Bank Guarantee No.........

Date......................

To:

M/s GAIL (INDIA) LIMITED



India

Dear Sir(s),

In accordance with Letter Inviting Tender under your reference No __________________ M/s.

____________________[insert name of Bidder] having their Registered / Head Office at

_____________[insert address of Bank] (hereinafter called the Bidder/Tenderer), wish to

participate in the said tender for ………………..[Insert Tender Name & No]…… for total

number of …… Vessels.

As an irrevocable Bank Guarantee against Earnest Money Deposit/Bid Security for the

amount of US$______________[insert amount in Figure & Words] is required to be submitted

by the Bidder/Tenderer as a condition precedent for participation in the said tender which

amount is liable to be forfeited on the happening of any contingencies mentioned in the Tender

Document.

We, the ____________[insert Bank Name] Bank at

_____________________________[insert Bank Address] having our Head Office

_______________________________[insert Bank Address of Head Office] guarantee and

undertake to pay immediately on demand without any recourse to the tenderers by GAIL (India)

Limited (GAIL), the amount US$ ___________________ ____________________[insert

amount in Figure & Words] without any reservation, protest, demur and recourse. Any such

demand made by GAIL, shall be conclusive and binding on us irrespective of any dispute or

difference raised by the Tenderer.

This guarantee shall be irrevocable and shall remain valid up to ____________ [insert

date which must be two (02) months after the validity of Bid]. If any further extension of this

guarantee is required, the same shall be extended to such required period on receiving

instructions from M/s. _____________________________________________[insert Bidder

Name] whose behalf this guarantee is issued.





In witness whereof the Bank, through its authorized officer, has set its hand and stamp on

this ___________day of ____________ 20__ at ____________.

WITNESS:

(SIGNATURE) (SIGNATURE)

(NAME) (NAME)

Designation with Bank

Stamp

E-mail:

(OFFICIAL ADDRESS) FAX:

Phone No:

Attorney as per

Power of Attorney No. ________

Date: ___________________





INSTRUCTIONS FOR FURNISHING "BID SECURITY / EARNEST MONEY" BY

"BANK GUARANTEE"

1. The Bank Guarantee by Bidders will be given on non-judicial stamp paper as per

"Stamp Duty" applicable. The non-judicial stamp paper should be in the name of

the issuing Bank. In case of foreign Bank, the said Bank's Guarantee to be issued by

its correspondent Bank in India on requisite non-judicial stamp paper

2. The expiry date should be arrived at in accordance with "ITB".

3. The Bank Guarantee by bidders will be given from Bank as specified in "ITB".

4. A letter from the issuing Bank of the requisite Bank Guarantee confirming that said

Bank Guarantee / all future communication relating to the Bank Guarantee shall be

forwarded to the Employer at its address as mentioned at "ITB".

5. Bidders must indicate the full postal address of the Bank along with the Bank's E-

mail / Fax / Phone from where the Earnest Money Bond has been issued.

6. If a Bank Guarantee Deposit/ Bid Security is issued by a commercial Bank, then a

letter to Employer confirming its net worth is more than Rs. 1,000,000,000

[Rupees One Hundred Crores] or equivalent alongwith documentary evidence.





ANNEXURE - 23 (B)

PROFORMA OF "LETTER OF CREDIT" FOR "EARNEST MONEY / BID

SECURITY"

To:

M/s GAIL (India) Limited



India

Irrevocable and confirmed Letter of Credit No. …………………… Amount:

US$________________

Validity of this Irrevocable Letter of Credit : ………………………………………… (in

India)

Dear Sir,

In accordance with Tender under your reference No __________________ M/s.

____________________[insert name of Bidder] having their Registered / Head Office at

_____________[insert address of Bank] (hereinafter called the Bidder/Tenderer), wish to

participate in the said tender for ………………..[Insert Tender Name & No]…… for total

number of …… Vessels and submitting Earnest Money Deposit / Bid security in form of LC as

under.

1. You are hereby authorized to draw on ………………….. (insert Name of Applicant with

full address) for a sum not exceeding US$ ……………………[insert amount in Figure &

Words] available by your demand letter (draft) on them at sight drawn for US$

…………[insert amount in Figure & Words] accompanied by a certificate by GAIL

(India) Limited, with the Tender No……(insert Tender No) duly incorporated therein.

The Bid Security Amount is liable to be forfeited on the happening of any contingencies

mentioned in the ITT of the Tender Document.

2. This Irrevocable Letter of Credit has been established towards Bid Security Tender No

……………………(insert Tender No) for ……………….. ……(insert Tender Name).

3. We hereby guarantee to protect the Drawers, Endorsers and bonafide holders from any

consequences, which may arise in the event of the non-acceptance or non-payment of

Demand Letter (draft) in accordance with the terms of this credit.

4. This Credit is issued subject to the Uniform Customs and Practices for Documentary

Credits (1993 Revised) International Chamber of Commerce brochure No. 600.

5. Please obtain reimbursement as under: ………………………………………….





6. All foreign as well as Indian bank charges will be on the account of M/s.

…………………………… (Insert name of Bidder/Applicant)

FOR ………………………..

Authorized Signature

(Original Bank)

Counter Signature

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