VOLUME I

PART I

INSTRUCTIONS TO BIDDER

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 PART I - INSTRUCTIONS TO BIDDER

Table of Contents
1. INVITATION TO TENDER (ITT) OBJECTIVE 3
2. CONTENTS OF THE ITT DOCUMENT 4
3. ITT ACKNOWLEDGEMENT 5
4. COMMUNICATION 5
5. BID PREPARATION 6
6. ALTERNATIVE BIDS 7
7. KNOWLEDGE OF SITE CONDITIONS 7
8. BID VALIDITY 7
9. NO PAYMENT FOR BIDS 7
10. BID SUBMISSION PROCEDURE 7
11. TECHNO-COMMERCIAL UN-PRICED BID 9
12. FINANCIAL PRICED BID 11
13. EVALUATION AND AWARD PROCESS 11
14. BID CLARIFICATION AND REVISION 13
15. BID CURRENCY 13
16. PARENT COMPANY GUARANTEE & PERFORMANCE BANK GUARANTEE 13
17. INSURANCE, TAXATION AND GENERAL 14
18. TERMS AND CONDITIONS OF CONTRACT 16
19. INDIAN AND LOCAL CONTENT 16
20. APPROVED VENDOR LIST 16
21. RIGHT OF SELECTION 17
22. CONFIDENTIALITY 17
23. DECLINATION OF BID 18
24. JOINT VENTURES AND SIMILAR AGREEMENTS 18
25. COMPLETION SCHEDULE 19
26. PRE-BID MEETING 19
27. VENDOR REGISTRATION FORM 19
28. DEEMED EXPORT PROJECT 20
29. BUSINESS ETHICS 20
30. MSA 21
31. FEMA 21
32. ELIGIBILITY OF BIDDERS 21

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 INSTRUCTIONS TO BIDDER

1 INVITATION TO TENDER (ITT) OBJECTIVE

1.1 Objective

Cairn India Limited, merged with Vedanta Limited is the Operator on behalf of Joint
Venture partners, Cairn Energy Hydrocarbons Limited (CEHL) and Oil and Natural
Gas Corporation Limited (ONGC), of the Contract Area RJ-ON-90/1 at Barmer in the
state of Rajasthan, India. The RJ-ON-90/1 Block contains a number of major oil
discoveries namely Mangala, Bhagyam, Aishwariya & other satellite fields. The
Mangala field is the largest onshore oil discovery in India since 1985. The Mangala
field development consists of well pad facilities and processing hub named Mangala
Processing Terminal (MPT).

The objective of this ITT is to provide an equal opportunity to all the Bidders under
International Competitive Bidding (ICB) to submit their Bid for Integrated Development
of surface facilities (EPC for Gas terminal expansion, well pad, intra-field network and
evacuation facilities / pipeline) and application of Production technology for enhancing
the well productivity and ultimate recovery as described in the Exhibit B (Scope of
Services) stated in this ITT document.

The evaluation of the Bidder’s proposals shall culminate with issuance of a Contract
under the terms and conditions stated in this ITT document. However, Company
reserves the right to cancel the ITT, without giving any reason, if none of the Bids
meet its requirement or if Company’s requirement changes during the bidding period
or for any other reason that in Company’s sole opinion warrants the cancellation of the
Bid.

1.2 Important Dates

S. no. Tender No Doc3048836837

(a) Tender issue Date 15 July 2021
(b) Bid Closing date & Time 15 July 2021
(c) Scope of Work Exhibit B - Scope of Work
(d) Bidder to advice the Project Completion
Duration of the Scope Schedule in e- envelope 2 ONLY. Please
Refer instructions below.
(e) Performance Bank Guarantee
As pe 10% of the Lump Sum Turnkey Contract Price
Amount (PBG)
(f) Advance Payment Bank
Guarantee (ABG) In case
NA
Contractor wishes to avail
advance against this contract
(g) Financial Bond through an
NA
Acceptable Bank

2 CONTENTS OF THE ITT DOCUMENT

The ITT document comprises of Part I and Part II. Part I is comprised of two parts,

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 Annexures and Appendices. Part II comprises of the Exhibit B – Scope of work and
other documents as detailed below.

Part I: Instructions to Bidder (“ITB”) including Appendices 1 to 5, and

Annexures B to Z

Appendix 1 - 5

Appendix 1 : Acknowledgement of Invitation to Tender

Appendix 2 : Vedanta limited code of conduct and business ethics
Appendix 3 : Bidder's Query Format
Appendix 4 : Vendor Registration Form
Appendix 5 : Supplier Code of Conduct

Annexures B - Z
     
Annexure B : Form of Confidentiality Agreement
Annexure C : HSE Management Questionnaire
Annexure D : Bidders Tax Questionnaire
Annexure E : Joint Ventures Consortium Sub Contractor Details
Annexure F : Performance Bank Guarantee format
Annexure G : PE Declaration
Annexure H : Exceptions to Bid Terms and Conditions compliance statement
Annexure I : Power of Attorney Template
Annexure J : Not Applicable
Annexure K : Form of Bid
Annexure L : Parent Company Guarantee
Annexure M : Tax regime Overview
Annexure M1 : Tax Questionnaire
Annexure N : MOU Agreement between bidder and subcontractor
Annexure O : General Information
Annexure P : Organization Chart
Annexure Q : Project Resources
Annexure R : IT Systems
Annexure S : Quality Management
Annexure T : Project Execution Plan & Methodology     
Annexure U : Financials details
Annexure V : Bidder Checklist
Annexure W : Proposed Vendor List
Annexure X : Company's Additional Information
Annexure Y : Technical Bid Requirement
Annexure Z : Indian & Local Content

Part II: Service Agreement including Exhibit A to R.

The Agreement

Exhibit A to R

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 Exhibit A : Block
Exhibit B : Scope of Services
Exhibit C : Compensation Schedule
Exhibit C : Annexure-1 (Price table) to Compensation Schedule
Exhibit D : Key Personnel
Exhibit E : Performance Bond
Exhibit F : Parent Company Guarantee
Exhibit G : Company policies
Exhibit H : HSSE Manuals
Exhibit I : Not applicable
Exhibit J : Milestones, Milestone Dates, Delay Liquidated Damages
Exhibit K : Not applicable.
Exhibit L : Not applicable
Exhibit M : Company Permits
Exhibit N : Advance Bond
Exhibit O : Approved Vendor List
Exhibit P : Not applicable
Exhibit Q : EC Letter - 300kbpod & 100 mmscfd
Exhibit R : EIA Augmentation Hydrocarbon Production 300000 BOPD

3 ITT ACKNOWLEDGEMENT

The Bidder shall acknowledge receipt of the complete ITT document and
communicate its intention to Bid within Forty Eight (48) hrs from issuance of ITT
document by completing and returning the Appendix 1 - Acknowledgement of
Invitation to Tender along with the accepted copies of policies pursuant to acceptance
to all Company policies including Vedanta Code of Conduct and Business Ethics

4 COMMUNICATION

4.1 Mode of Communication

All communications respect to this Invitation and the Tender shall be made through
ARIBA (Smart Source) message board only. All the communications shall bear
reference to the ITT No. “ITT Doc3048836837 “and the Title “
TENDER FOR RDG INFILL WELL PROJECT DEVELOPMENT OF SURFACE
FACILITIES FOR WELL HOOK UP.
”.

For speaking to the concerned project buyer, you may contact:

Attention: Naman Malhotra/Akshat Prakash

Mobile: +91 9560892267/ +91 7754011151

Without express permission from the designated Company person as mentioned

above, you are not supposed to communicate with any other person concerning this
Bid.

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4.2 Queries

Any queries and requests for clarifications in connection with this ITT should reach
Company not less than five (5) calendar days prior to the Closing Date for Bid
submission.

5 BID PREPARATION

The Bidder is responsible for identifying and checking against the index all ITT
Documents received, including but not limited to Exhibit – B (Scope of Services) and
that such documents are complete in the number and reproduction of pages.

The Bidder is expected to have thoroughly examined the Exhibit - B (Scope of

Services) and all instructions/information described in this ITB. Failure to do so will be
at Bidder’s risk.

If the Bidder identifies any errors, omissions or discrepancies in the ITT Document, or
is in doubt of meaning or interpretation, it shall immediately write to Company
requesting clarification as per format in Part I, Appendix 3. Clarifications of
general/common interest shall be provided to all Bidders irrespective of the Bidder
who raised the query. All information and conditions contained in the Company’s
clarifications to Bidder(s) prior to submission of its Bid is deemed to be considered in
its Bid. No alteration shall be made to any document issued in this ITT without the
express acknowledgement of the Company.

Bidder shall be deemed to have satisfied itself regarding the nature and scope of the
services and with all matters that may affect the Services, including but not limited to
the geographic, climatic, weather, and cultural conditions prevailing in the Block, the
conditions of access to the Block (including the restrictions on access to the Restricted
Area), third-party services, labour, facilities, airports & ports available, Applicable
Laws, including all Permits required for the performance of the Services, regulations of
countries through which the goods shall transit on their final destination to India and of
India which is the final destination of the goods and where the services will be
provided, the site and local conditions of weather, labour supply and all the other
matters and circumstances which may affect its Bid. In the preparation of the Bid, the
Contractor has relied, and will rely, entirely upon its own investigation of such matters
and has not relied, and will not rely, on any information provided by Company
including any Confidential Information. No claim of whatsoever nature will be
entertained due to the failure or Contractor’s omission do so.

All cost relating to Bid preparation, submission, clarification, revision and extension
shall be for Bidder’s account. Company shall not be responsible for or pay any
expenses, which may have been incurred by Bidder in the preparation of its Bid or in
visiting the Site in connection herewith.

For avoidance of doubt, the defined terms under this Clause shall have the same
meaning as given in the Agreement.

6 ALTERNATIVE BIDS

Bidder shall submit its Base Bid in strict accordance with Company’s requirements and

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 specifications. Bidders are not allowed to submit any alternative Bids. Failure to
provide the Base Bid shall lead to rejection of the Bid.

7 KNOWLEDGE OF SITE CONDITIONS

Bidder will be deemed to have knowledge of the area of operations and by its
independent observations and enquiries to have fully informed and satisfied itself as to
the nature of the area of operations, means of access, climatic conditions, labour
conditions and practices, terrain conditions, local logistics requirements, any and all
security, fire, safety explosives, or other regulations which may affect the execution of
the Works, all environmental concerns and conditions, the nature, extent and
practicability of the Works and all matters whatsoever affecting the Bid.

It may be noted that Company may organize a site visit as part of its pre-bid meeting.
All the bidders are advised to depute for the site visit relevant personnel who may be
involved in execution of the project at a later date to familiarize themselves with the
site conditions. Company will endeavour to set the context and its expectations related
to the project during the site visit besides clarifying queries if any raised by bidders.

8 BID VALIDITY

The Bid shall remain valid for not less than One Hundred Eighty (180) calendar days
from the last date of Bid submission (“Bid Validity”) and may be accepted at any time
up to and including that date. Company will try to finalize the Bid evaluation and award
within the Bid Validity. However, it may be necessary to ask Bidder to extend the Bid
Validity for certain further periods.

9 NO PAYMENT FOR BIDS

Bids shall be submitted free of charge to Company, and Company shall not be liable
to pay any of the Bidders costs whether the Bidder is successful or not.

10 BID SUBMISSION PROCEDURE

In order to reduce the time required for the evaluation of Bids, the Bidders shall submit
its Bids strictly in accordance in the following format:

10.1 The Bid must be submitted, as required in Instructions 8, 9,11 & 12hereof.

10.2 The Bid shall be submitted online through ARIBA only. Bid submitted through
any other Mode viz. Fax, email, hand delivery or courier shall be disqualified and
shall not be considered for evaluation, even if the same is submitted on or
before the closing date.

There shall be two envelopes:

e-Envelope 1: Techno-commercial Part

This part shall contain the techno-commercial details required in the tender. This part
shall not contain any pricing but shall include the deviations if any to any of the

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 commercial terms and conditions of the proposed contract. The inclusion of pricing in
this part shall make the bid liable for rejection. However, a copy of the Bidder’s pricing
format without price shall be submitted in this Part.

e-Envelope 2: Priced Part (including Bidder’s quoted Project Completion

Duration)

This part shall contain only price details and shall be as per the Price Format specified
in the Tender.

e-Envelope 1: Techno-Commercial Un-priced Part

This part shall contain the complete Bid EXCEPT PRICES & WITHOUT
MENTIONING ANY QUOTED TIMELINE.

The inclusion of pricing or timeline in this part shall make the Bid liable for
rejection.

e-Envelope 2: Financial Priced Part (including Bidder’s quoted Project

Completion Duration)

This part shall contain only Price details and shall be in accordance with the Price
Tables in Part II, Annexure-1 to Exhibit C (Compensation) specified in the ITT.
Conditions / Specifications/ Qualifications if any, mentioned in this part will not be
recognized.

10.3 Bidder shall ensure that Tenders are submitted online on Cairn Smart Source on or
before Closing Date given in the invitation email.

10.4 Bidder shall ensure that Techno-Commercial Un-priced Bid as well as Priced Bid
are uploaded correctly and in the respective envelopes.

10.4 All the files in the Bid should bear the file name as per the nomenclature used in the
tender document only. Bidder shall not change the file names.

Bids cannot be received after the said hour and date of Closing Date due to any reason
whatsoever.

Responsibility for the timely submission of the Bid correctly in the ARIBA rests entirely
with the Bidder. Company will not accept Bids after the due date & time.

Failure to comply with these instructions will make the Bid non-responsive and liable for
rejection.

11 TECHNO-COMMERCIAL UN-PRICED BID

Bidder shall provide in the Techno-Commercial Un-priced Part, the information and dat
a requested below at clause 11 which shall form Part A of the Bid. Each response/ infor
mation to be clearly identified with similar item references (A-AA) as given below and n

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 eatly cataloged for quick processing and understanding of the subject. Bidder may use 
cross references to avoid duplication of information requested in various Annexures. 

If the Bidder had indicated “Quoted” for the items in the Unpriced proposal of the Techn
o-Commercial Bid and it is found that the rates are not included in the Price Bid for suc
h items or part thereof then the Company shall reserve the right to reject the Bid. Furth
er, Company shall also reserve the right to reject Bids wherein Bidder has referred to a
ny other live Tender or Contract for reference of rates.

Any Price information provided in this part would lead to disqualification of Bid.

Part 1 (Envelope 1 of Smart Source): Techno-Commercial Unpriced Bid

a)Confidentiality Agreement duly signed of as per Annexure B    

b)Bidder’s completed HSE Questionnaire as per Annexure C    

c)Bidder’s completed Tax Questionnaire with supporting documents (Annexure D)     

d)Details of Joint Ventures Consortium Sub Contractor as per Annexure E    

e)Form of PBG duly signed and acknowledged as per Annexure F    

f)Bidder’s PE Declaration as per Annexure G    

g)Bidder’s Exceptions to Bid Terms and Conditions compliance statement as per Annex
ure H    

h)Bidder's Power of Attorney as per Annexure I    

i) Annexure J- Not Applicable    

j)Form of Bid duly completed and duly signed by authorized signatory having Power of 
Attorney or as authorized by resolutions of its Board as per Annexure K    

k)Bidder’s Parent Company Guarantee (Annexure L)    

l)Tax regime Overview (Annexure M)    

m)Tax Questionnaire (Annexure M1)    
     
n)MOU Agreement between bidder and subcontractor as per Annexure N    

o)Bidder’s General Information as per Annexure O    

p)Bidder’s Organization Chart as per Annexure P    

q)Bidder’s Proposed Organization Chart for execution of this Contract with CVs of key p
ersonnel (Annexure Q). As a minimum Contractor shall submit CVs for the following ke

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 y personnel; Project Manager, Engineering Manager, Procurement Manager, Project C
ontrols / Planning Manager, QA Manager, HSE Manager, Site supervisor, Lead & Site 
Engineers.    

r) Bidder’s IT system as per Annexure R    

s)Bidder’s Quality Management Plan and Manual along with any Accreditation Certificat
es obtained from reputed/ international agency (Annexure S)    

t)Bidder’s Project Execution Plan & Methodology to execute the Project (Annexure T)    

u) Bidder’s Financials details (Annexure U)    

v)Bidder’s Conformity Checklist (Annexure V)    

w) Bidder’s Proposed Vendor List (Annexure W)    

x)Company's Additional Information (Annexure X)    

y)Technical Bid Requirement (Annexure Y)    

z)Bidder’s Expected Indian and Local Content in execution of this Contract (Annexure Z
)    

12 Part II (Envelope 2 of Smart Source): FINANCIAL PRICED BID

Bidder shall provide in the Financial priced Part, the information and data requested
below which shall form Part B of the Bid. Bidder shall provide a duly completed Pricing
Tables Annexure-1 to Exhibit C of Part II of this ITT exactly in the format included
therein. Tenders must be typed in font size of “12 or above” and any alteration
must be initialized. Each sheet of the Financial Priced Bid must be signed and
stamped. Grand Total and Sub-Total of group/category must be spelled out in words as
well as shown in figures. In case of any discrepancies, the amount in words shall
prevail. Any deviation or exceptions submitted in this part would make the Bid
liable for disqualification.

13. EVALUATION AND AWARD PROCESS

The Company wishes to finalise the Contract against this Bid within a limited time
schedule. Company expects Bidders to confirm compliance to Bid terms, conditions
and specifications. Hence, the Bidders, in their own interest, are advised to submit their
Bids complete in all respects conforming to all terms and conditions of the Bid
document. All Bids received by the Closing Date shall be evaluated in a two parts
process.

13.1 Contract Award

Upon finalization of Bid evaluation, Company shall issue a Contract to enter into an

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 Agreement with the successful Bidder.

14. BID CLARIFICATION AND REVISION

Upon receipt and opening of duly submitted Bids, Bidders may be requested to attend
clarification meetings. Company may request to interview proposed key personnel.
Except for such meetings and interviews (which shall be face to face) all clarification to
the Bids shall be in writing. All agreements reached at in the clarification meetings shall
be confirmed in writing.

If such clarifications have a cost impact on the Bidders Financial Priced Bid, the Bidder
shall submit its revised Bid on the date specified by Company in the same manner as
the initial Bid as provided in Instruction 10.0 above of Instructions to Bidders only upon
formal request from Company.

However, any revised Bid submitted by Bidder other than as a result of clarifications by
Company will neither be considered nor be accepted, and shall make the bid liable for
rejection.

15. BID CURRENCY

All Bid prices and rates shall be expressed in Indian Rupees by Indian Bidders and in
US Dollars by the foreign Bidders and shall be fixed and firm at time (day) of award for
the duration of the Contract/Order including extensions, if any.

For evaluating the Bids, the Reserve Bank of India (RBI) Reference Rate on the last
working day prior to opening of the Priced Bid will be taken into account for conversion
of foreign currencies into Indian Rupees.

16. PARENT COMPANY GUARANTEE AND PERFORMANCE BANK GUARANTEE

16.1 Parent Company Guarantee

It is a condition precedent to the acceptance of any Bid by Company that where the
Bidder is a subsidiary of another company or organisation the Bidder's ultimate holding
company submits to Company, a Parent Company Guarantee in the form of Exhibit F,
Part II. Such Parent Company Guarantee is to be signed by two Directors of the
ultimate holding company and is to accompany the Bid.

16.2 Performance Bank Guarantee

The successful Bidder shall submit Performance Bank Guarantee in accordance with
the conditions specified in the Terms and conditions of this tender within 15 days from
the date of confirmation of award.

17. INSURANCE, TAXATION AND GENERAL

17.1 Bidder shall submit with its Bid a copy of its current Employers Liability Insurance

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 certificate and ensure that, in the event of it being awarded a Contract, the insurance
shall comply in full with the insurance obligations set out in the Conditions of Contract
forming part of this Invitation.

17.2 Bidder shall state the insurer(s) proposed to provide insurances under clause 17 of the
Agreement.

17.3 Bidder shall declare any action between it (pending or otherwise) and any debt it may
have to the Government of India or any department thereof or subservient authority
thereto, or any Company or person, which may materially affect Bidder’s operations
under and in compliance with the proposed Contract.

17.4 Bidders having a project office in India have to necessarily register with the relevant
Indian taxation department (if applicable for these supply of services) and comply with
the Indian GST tax rules by claiming the GST tax in their invoices and remitting it to the
relevant authorities in India. Company shall not be responsible for reimbursing any
taxes payable for the supply of services unless it is intimated to the Company with the
tender document and shall be deemed to be included in the prices. If required
Company shall withheld such taxes from the invoices deemed appropriate as per the
Indian statute. Company shall however reimburse the taxes on account of any change
in law due to additional taxes or change in tax rates subsequent to award of Contract.
Bidder shall clearly specify the extent of taxation considered for the supply of services
in the Annexure-1 to Exhibit C of Part II.

17.5 The Bidder is responsible for obtaining its own independent advice (prior to submitting
its Bid) on any direct and indirect taxes, levies, duties or the like which may be levied or
imposed on the Bidder as a result of entering into or performing the contract (whether
in India or elsewhere). The Bidder shall inform himself of all applicable direct and
indirect taxes, levies and duties and consider these while preparing its Bid.

17.6 If applicable, Bidder shall also advise whether it holds any exemption certificate
entitling it to be paid without deduction of withholding taxes or for withholding taxes to
be deducted at a reduced rate. Bidder is advised to bid an all-inclusive price that would
include all the taxes that would apply in Bidder’s country of operation and also in India
for the services. Bidder shall clearly specify in the bid the rate of taxes considered for
Company’s consideration.

17.7 The Bidder shall ensure that all prices and/or rates in its Bid are fully inclusive of all
applicable direct taxes, levies and duties (including withholding tax) and shall further
disclose all indirect taxes, levies and duties (including but not limited to Basic Customs
Duty, IGST, CGST and SGST on GST goods as well as Excise/VAT/CST on non GST
goods) that it considers that it has an obligation to add to the value of goods or services
which are the subject of the tender.

17.8 Any Bid received which is not given on a fully-inclusive basis (i.e. is stated to be
exclusive of any direct taxes, levies or duties) may be liable for rejection at the
Company’s discretion. Further, the Bidder is required to furnish the rate at which any
applicable taxes (both direct as well as indirect taxes) have been considered in the
prices submitted in the Bid, in accordance with “Tax regime overview” attached as
Annexure M - Tax regime Overview, Part-I.

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17.9 Without prejudice to the foregoing, the Bidder should note in particular the following
points (which are given for guidance only and no reliance should be placed on their
contents):

17.9.1 Withholding Tax / TDS: The Company is required by Indian law to withhold tax from
payments made to Contractors. Such tax is paid over to the Indian Tax authorities as
an advance payment of that Contractor’s ultimate corporate income tax in India and is
generally available as a tax credit in Foreign Contractors’ home tax jurisdiction, subject
to the provisions of relevant double taxation agreements. Accordingly, Bidders are
advised that the Company will, at the time of making payment due to any Contractor,
withhold the necessary taxes (TDS in case of Indian Bidders) at such rate as is
required from time to time by the laws of India. Bidder is responsible for advising the
Company whether it holds any exemption certificate entitling it to be paid without
deduction of withholding taxes or for withholding taxes to be deducted at a reduced
rate.

All such withholdings effected by the Company are promptly deposited with the Indian
tax authorities and tax deduction at source certificates are provided on request to the
Contractor to facilitate the claiming of a credit for such tax withheld against Contractors
tax liability in its home tax jurisdiction. The Company will not consider or permit any
withholding taxes to be grossed-up (i.e. all prices and rates must be fully
inclusive) or any tax indemnity for change to the rate of such withholding. Such
taxes deducted shall be in Contractor’s account only.

17.9.2 GST: The Company may be responsible for payment of GST in India where the
service provider is a foreign entity (i.e. not incorporated in India). Bidders incorporated
in India are required to determine whether GST is applicable in respect of any services
to be provided to the Company and to separately state the rate of GST included in its
Bid. For detailed understanding, kindly refer “Tax regime overview” attached as
Annexure M - Tax regime Overview, Part-I.

17.9.3 Company vide Annexure M to this ITB has provided an overview of the taxes
applicable under GST regime. This overview is prepared as per understanding of the
Company, however, Contractor is required to verify the Tax requirements
independently and at its own cost and expenses before submitting the Bid.

17.10 Bidder shall state in the Bid its full legal name, its full registered Company address
and its full operating or business address, if different, together with telephone
number, telefax number and the contact name and designation of a person nominated
to act on behalf of the Bidder in respect of all matters concerning the Tender.

17.11 Bidder shall provide the full legal name, the full registered Company address and the
full operating or business address, if different, of its ultimate holding Company, and
shall clearly show the relationship of the Bidder to such Company.

17.12 Bidder shall provide details pertaining to its GSTIN, Permanent Account Number
(PAN), Bank Name and Account Number, Bank Address with Pin-Code or Zip-Code as
applicable, Swift Code, IFSC Code and MICR Number.

17.13 Company has a Code of Business Ethics Policy for Suppliers/Contractors to ensure
governance controls for prevention of corruption and bribery. Code of Business Ethics

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 Policy for Suppliers/Contractors, by reference includes (i) Whistle Blower Policy; and
(ii) Gifts & Entertainment Policy. All these policies need to be agreed by all Bidders.
Also, Bidders are expected to go through the policies and confirm their acceptance in
Smart Source portal.

The successful bidder has to also comply with the business ethics code and sign off
the certificate of compliance.

18 TERMS AND CONDITIONS OF CONTRACT

The Terms and Conditions of the Contract as provided in the ITT shall be, in principle,
accepted without alteration or revision, and Bidder is discouraged from putting any
qualifications. However, if Bidders insist on taking exception to any terms of the
Contract, or other agreements, these exceptions must be clearly identified in the Bid,
with accompanying justification and stated in precise wording.

COMPANY will only consider those exceptions provided in the Annexure H, Part-I of
the ITB, any exceptions proposed thereafter will not be considered.

For each exception, Bidder shall clearly indicate the Article/Clause No., the exception it
takes and the explanation / justification as per Annexure H, Part-I. Generalization or
other vague presentation will not be considered.

Any exceptions & deviations specified elsewhere in the Bid (except in

Annexure H, Part-I) shall not be considered. Bidders are advised that Company
may at its sole discretion carry out price normalizations during Commercial Evaluation
of bids if the submitted bids include qualifications.

19 INDIAN AND LOCAL CONTENT

The Bidder shall submit details of the expected Indian and Local content of the
Contract in the form requested at Annexure Z and the same shall be included as a part
of the Contract. The stated Indian content shall be included in the Contract if the
Bidder is successful.

20 VENDOR LIST

Company has provided Company’s Vendor List (Exhibit O) for guidance purpose.

21 RIGHT OF SELECTION

Company is not bound to accept the lowest Bid or any other Bid, nor bound to give any
reason for rejection of a Bid.

Company in its sole discretion reserves the right to cancel or withdraw the Tender
and / or re-tender for the same Services or any part thereof at any time and without
assigning any reason. Bidder will not claim any cost, expenses or losses of
whatsoever nature arising out of or due to such cancelation/ withdrawal or re-tendering

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 and Company's decision in this regard shall be final.

Any Bidder who is participating in the Tender as a member of a consortium or a JV

shall not participate in the tendering process as a member of another consortium or JV
or as a subcontractor to any other Bidder.

Although it is Company’s present intention to sign the Agreement upon closure of

negotiations of the Bid, the Company and the Bidder acknowledges that the signing of
the Agreement is subject to the satisfaction of certain conditions including the receipt
of all necessary approvals (including of the terms and conditions of this Agreement)
required under the PSC, JOA and the receipt of all necessary approvals from
Government Authorities (including the Ministry of Defence, the Ministry of Petroleum
and Natural Gas and the Ministry of Environment, Forests and Climate Change), to the
satisfaction of the Company . Contractor, in such case shall extend the bid validity to
such date as required by the Contractor. Bidder will not claim any cost, expenses of
whatsoever nature arising out of or due to the same and the Company’s decision in
this regard shall be final.

22 CONFIDENTIALITY

Bidder shall treat the ITT Document and its contents as private and confidential and
information should only be released or disclosed on a ‘need to know’ basis for the
purpose of preparing the Bid. Company will use best endeavours to ensure that all
information submitted by Bidder in response to this ITT will be treated as confidential.
However, by necessity details may/will be provided to Government bodies, Affiliates,
the other participants involved in the development programme and Company's
affiliates / Sub-Contractors providing support for the analysis of the Bids and
preparation and production of Contract documents for the Work, as required. Bidder
shall sign the Confidentiality Agreement attached as per Annexure B of Part-I of the
ITT.

23 DECLINATION OF BID

If any Bidder does not wish to submit the tender, he shall return to the Company the
complete package of Invitation to Tender on or before the Closing Date stating the
reason(s) for declining to tender. The following details are to be written in bold letters
on the sealed cover:

DECLINE TO TENDER Bidder title & no.:

DOCUMENT RETURNED Bidder’s name:

24 JOINT VENTURES AND SIMILAR AGREEMENTS

24.1 The bid may be submitted by a Single bidder, a joint venture or a consortium of
companies.

24.2 If the bid is submitted by a joint venture or a consortium of companies, an MOU

(Agreement evidencing the arrangement between the companies concerned), which

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 inter-alia authorises the signatory to the Tender Document to sign the Tender
Documents for and on behalf of the companies concerned and that /binds all such
companies concerned must be provided. The said MOU/Agreement shall also
specifically provide that in the event of their being awarded the Tender, the required
legal formalities to bring into being the joint venture / consortium will be expeditiously
completed, and that this will not in any way be allowed to cause any delay in the start-
up of the Services contemplated in this Tender.

24.3 In case the joint venture / consortium partner(s) are different from the parties that
were indicated at the time of submission of Expression of Interest (EOI) or there is a
change in the arrangement proposed during the time of submission of EOI, the Lead
Bidder must take the responsibility of establishing to the satisfaction of the Company
that the current joint venture / consortium partner(s) / arrangement meets the pre-
qualification criteria specified during the Expression of Interest. The bidders are
required to re-submit all relevant documentation and credentials to establish the same.
The Company reserves the right to re-evaluate the bidders in case of any change in
joint venture / consortium partner(s) / arrangement at the bid stage and reject any
bidder not found suitable.

24.4 Post submission of the bid, there shall not be any change of members constituting
the joint venture / consortium.

24.5 A copy of such MOU / Agreement shall be submitted with the bid Document stating
the roles and responsibility of each Party.

24.6 Unless already specifically included in the terms of such an Agreement, the following
declaration and information shall be given in a statement signed by all the venturers,
which is to accompany the Bid:

i) That the venturers of the joint venture / consortium shall be liable jointly and severally
for the execution of the Works in accordance with the terms of the Contract and that in
the event that any one of the Venturers ceases to be a member of the joint venture for
any reason whatever then the surviving venturer(s) is obliged to carry out and
complete the Works under the Contract and shall be empowered to use all resources
furnished by any party in the joint venture and shall, inter-alia be entitled to avail all the
sub-contracts.

ii) The interest of each of the venturers in the joint venture / consortium.

iii) The name of the venturer nominated to act as Manager of the joint venture/ leader of
the consortium and who is authorized to incur liabilities and enter into contractual
relationships with third parties, to receive and act upon instructions from the Company
and to make and receive payments – all on behalf of the joint venturer / consortium.

iv) That the declaration given as required in (i) and (iii) above takes precedence over
anything which may be written in the said MOU/ agreement.

24.7 Where Bidder proposes to join, by way of a protocol or other agreement which is not
a joint venture, with others owned or held in interest by the same parent or holding
company, then the Bidder shall submit with its Bid a copy of such agreement and
shall comply with the provisions of 16.1 above. Venturer shall be taken to mean any

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 party to such agreement.

24.8 Where Bidder proposes to subcontract any part of the services Bidders shall indicate
the same in the technical Bid submission. In such case Bidders must submit the
names of all Subcontractors and the Proportion of the Services being subcontracted.
Bidders shall enclose a MOU/ Agreement with each subcontractor for provision of
such services. Bidders shall also confirm that if their bid is successful the
MOU/Agreement shall be kept valid throughout the duration of the Contract.
Subcontractors shall not be changed or additional Subcontractors employed without
the written consent of the Company. The MOU/Agreement shall be as per enclosed
Annexure N to this ITB

25 COMPLETION SCHEDULE

Bidder shall refer the Exhibit – B (Scope of Services) for Company’s Completion
Schedule for Scope of Work. Any delay in completion of this Contract shall affect the
overall project schedule and will have serious consequences.

26 PRE-BID MEETING

Company may, if appropriate, request the Bidders to attend for a pre-Bid meeting to at
the Site or Company’s other offices in India to familiarize itself with the Scope of Work
and other terms and conditions of the ITT and general conditions of the Site.

27 VENDOR REGISTRATION FORM

Bidder shall submit the vendor registration form in the required format (Part I,
Appendix 4) attached with ITT along with the documents as listed below:

1) PAN
2) CST, Excise & Service tax registration certificate (if applicable)
3) Bank details on your letterhead duly signed & stamped
4) Cancelled cheque
5) Completely filled Form duly signed & stamped on each page.

28. DEEMED EXPORT PROJECT

The Bidding process in this Bid Document is under the rules of “International
Competitive Bidding” and the Indian Contractors can avail “Deemed Export Benefits”
as per 8.2(f) in the Foreign Trade policy & Exim policy 2009-14 as amended from time
to time.

Please refer “Tax regime overview” attached as Annexure M of Part –I of the ITT.

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29 BUSINESS ETHICS
a. Company has a Code of Business Ethics Policy for Suppliers/Contractors to ensure
governance controls for prevention of corruption and bribery. Code of Business Ethics
Policy for Suppliers/Contractors, by reference includes (i) Whistle Blower Policy; and (ii)
Gifts & Entertainment Policy. All these policies need to be agreed by all Bidders. Also,
Bidders are expected to go through the policies and return the signed copies of the
policies along with the Tender Acknowledgement Letter as confirmation of its
acceptance.

b. The Bidder shall not engage in corrupt, fraudulent, coercive, undesirable or restrictive
practices in relation to this Invitation to Tender,

c. Any effort by Bidder to influence the Company, its advisors or their respective
employees during the process of this tender or during any clarification, determination
of responsiveness, evaluation and comparison of Bids, or in decisions concerning the
determination of the successful Bidder, shall result in rejection of the Bid.

d. In the event, Bidder is approached by any agent or third party offering to facilitate
business engagement with Company, Bidder shall not entertain such agent or third
party and shall immediately report the same to Company with complete details.

e. Bidder to note that the Company prohibits the use of agents and as a policy does not
correspond or deal with agents and shall not entertain agents while meeting with the
Bidder. In exceptional cases, Company may accept the bona fide use of an agent by
the Bidder but in such circumstances it is essential that the Bidder seeks prior written
approval from Company, having provided full prior disclosure in respect of such
proposed agent.

f. The Bidder shall not collude with other parties interested in this Contract to impair the
transparency, fairness and progress of the bidding process, bid evaluation, contracting
and implementation of the Contract.

No agent or any intermediary shall be engaged to provide any services, or any other
item of work related to the award and/or performance of the Contract and Bidder shall
not breach the Company’s Code of Business Ethics Policy. In the event, Company
finds any non-compliance to such undertaking, Bidder acknowledges the right of the
Company to declare the Bid to be non-compliant and if the Contract has been
awarded to declare the Contract null and void.

30 MASTER SERVICE AGREEMENT (MSA)

Bidder to note that the Master Service Agreement signed with Bidder, if any, shall not
be applicable for this Tender and any reference to the signed MSA or any exception on
the grounds of signed MSA may result in rejection of the Tender.

31 FEMA Guidelines
All foreign currency (FCY) payments from Company shall be subject to compliance with
Foreign Exchange Management Act (FEMA) guidelines. The major provisions of FEMA
guidelines are as follows:

a) Company shall not make any advance payments:

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 1. Exceeding US$5 Million without the submission of advance bank guarantee of
equivalent amount in the event of supply scope. All milestones prior to the
delivery of Goods shall be deemed as advance under the Contract.

2. Exceeding US$ 500,000 without the submission of advance bank guarantee of

equivalent amount in the event of services scope.

b) Company shall not make payment in FCY for the Goods sourced from India.

c) Company shall not make payments in FCY for the Goods if not correctly declared
in the shipping documents irrespective of whatsoever delivery terms agreed under the
Contract.

32 ELIGIBILITY OF BIDDERS
32.1 The Bidder may submit its bid independently or form a consortium or joint venture with
another entity. Where a bid is submitted by a consortium or joint venture that is not a
duly registered as a separate legal entity, it shall be indicated in the Bid document that it
is submitted by such consortium or joint venture. The name of the leader of the
consortium or joint venture shall also be specified clearly. Parties to the consortium or
joint venture shall accept “joint and several responsibility” for discharging all obligations
under the contract. Any of the constituents of the Bidder as consortium or joint venture
cannot submit its Bid independently or as constituents of any other consortium or joint
venture.

32.2 CONFLICT OF INTEREST

A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that may affect
the bidding process. Any Bidder found to have a Conflict of Interest shall be
disqualified. Without limiting the generality of the above, a Bidder may be considered
to have a Conflict of Interest with one or more parties, if:

(i) such Bidder (or any constituent thereof) and any other Bidder (or any
constituent thereof) have common controlling shareholders or other ownership
interest, provided that this disqualification shall not apply in cases where the
direct or indirect shareholding in a Bidder or a constituent thereof in the other
Bidder (or any of its constituents) is less than 10% of its paid up and
subscribed capital; or
(ii) a constituent of such Bidder is also a constituent of another Bidder; or
(iii) such Bidder receives or has received any direct or indirect subsidy from any
other Bidder, or has provided any such subsidy to any other Bidder; or
(iv) such Bidder has either directly or indirectly engaged the same legal
representative for purposes of this tender as any other Bidder; or
(v) such Bidder has a relationship either directly or indirectly with another Bidder,
directly or through common third parties, that puts them in a position to have
access to each other’s information about, or to influence the Bid of either or
each of the other Bidder; or
(vi) such Bidder has either directly participated as a consultant to Company in
preparation of the Bid; or

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 (vii) such Bidder either directly or indirectly engages, in preparation of the Bid, any
employee/advisers/consultants including but not limited to legal, financial,
technical or otherwise engaged by Company.

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