Request for Proposal for Appointment of Arrangers for ... - GAIL
Request for Proposal for Appointment of Arrangers for ... - GAIL
Request for Proposal for Appointment of Arrangers for ... - GAIL
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<strong>Request</strong> <strong>for</strong> <strong>Proposal</strong> <strong>for</strong> <strong>Appointment</strong> <strong>of</strong> <strong>Arrangers</strong> <strong>for</strong> Obtaining the<br />
Guarantee from US Exim<br />
A. Background<br />
1. <strong>GAIL</strong> (India) Ltd. was incorporated in August 1984 to develop transportation and<br />
marketing infrastructure <strong>of</strong> natural gas in the country. <strong>GAIL</strong> executed and<br />
commissioned the 1700 kms Hazira – Vijaipur – Jagdishpur (HVJ) gas pipeline<br />
system (the longest in India) in 1987-88 as its first project. It has grown organically<br />
over the years by building a large network <strong>of</strong> Natural Gas trunk pipelines, currently<br />
around 7000 kms which accounts <strong>for</strong> over 82% <strong>of</strong> the total gas pipeline<br />
infrastructure in the country. The company today has a diversified business<br />
portfolio and has interests in the value added business <strong>of</strong> natural gas, LPG, Liquid<br />
hydrocarbons and petrochemicals and LPG transportation pipeline.<br />
2. <strong>GAIL</strong> has played a significant role in economic development <strong>of</strong> the country in<br />
general and in Power and fertilizer sector in particular by development <strong>of</strong> natural<br />
gas pipeline infrastructure. The gas pipeline infrastructure laid by <strong>GAIL</strong> and its<br />
ef<strong>for</strong>ts in development <strong>of</strong> gas market besides providing a choice to customers in the<br />
<strong>for</strong>m <strong>of</strong> an alternative environmental friendly fuel has also helped in monetization<br />
<strong>of</strong> the gas reserves and reduction in erstwhile flaring <strong>of</strong> gas.<br />
3. <strong>GAIL</strong> is a company with strong financial credentials. The turnover <strong>of</strong> <strong>GAIL</strong> in the<br />
financial year 2007-08 was over USD 3.6 billion with a net pr<strong>of</strong>it <strong>of</strong> USD 520<br />
million. The net pr<strong>of</strong>it CAGR <strong>of</strong> the company in the last 10 years is 10%. The<br />
company has a very com<strong>for</strong>table debt equity ratio <strong>of</strong> 0.10 : 1 as on 31 st March 2008<br />
with a positive cash position.<br />
4. The international rating agency, Moody’s International, Hong Kong, have assigned<br />
a Baa2 indicative <strong>for</strong>eign currency debt rating and A3 local currency issuer rating<br />
to <strong>GAIL</strong> in January 2008.<br />
5. The company has envisaged a long term strategic plan <strong>for</strong> growth that includes<br />
doubling <strong>of</strong> the top and bottom lines <strong>of</strong> the company in the next 5 years time. In<br />
this direction <strong>GAIL</strong>’s Board has in November 2007 approved an investment <strong>of</strong><br />
USD 2.9 billion <strong>for</strong> upgrading the capacity <strong>of</strong> existing HVJ / DVPL gas pipeline<br />
system and its further expansion / extensions to Chainsa – Jhajjar - Hissar pipeline<br />
(CJHPL) and Dadri – Bawana - Nangal pipeline (DBNPL).
6. Following is a snap shot <strong>of</strong> the proposed expansion programmes envisaged by<br />
<strong>GAIL</strong>:-<br />
Pipeline<br />
Phase I<br />
DVPL<br />
GREP<br />
CJ HPL<br />
DBNPL<br />
Phase II<br />
DVPL<br />
GREP<br />
CJHPL<br />
DBNPL<br />
Proposed Facilities <strong>for</strong> Augmentation<br />
• Capacity augmentation <strong>of</strong> the existing Compressor Station at Jhabua<br />
by installation <strong>of</strong> additional compressors in the configuration <strong>of</strong> 2 No.<br />
running and 1 No. standby, each <strong>of</strong> 20 MW capacity.<br />
• Capacity augmentation <strong>of</strong> the existing Compressor Station at Vijaipur<br />
<strong>for</strong> both new GREP (in the configuration <strong>of</strong> 2 Nos. running and 1 No.<br />
standby) and old GREP (1 No.)<br />
New Pipeline <strong>of</strong> 48” diameter (approx. 500 km long) parallel to the<br />
existing line (GREP)<br />
• New Pipeline <strong>of</strong> 36” diameter (approx. 100 km long) from Chainsa to<br />
Jhajjar<br />
• New Delivery Terminals at 3 locations viz. Neemrana (KP 54.0),<br />
Manesar (KP 54.0) and Gurgaon (KP 67.5) between Chainsa and<br />
Jhajjar<br />
• New Pipeline <strong>of</strong> 36” diameter (approx. 89 km long) from Dadri to<br />
Bawana (Tap-<strong>of</strong>f) Point<br />
• New Pipeline <strong>of</strong> 20” diameter (approx. 33 km long) from Bawana<br />
(Tap-<strong>of</strong>f) Point to PPCL, Bawana<br />
• New Despatch Terminal at Dadri and new Consumer Terminal at<br />
PPCL, Bawana<br />
• New Pipeline <strong>of</strong> 48” diameter (approx. 612 km long) looped with the<br />
existing pipeline from Dahej to Vijaipur.<br />
• Capacity Augmentation <strong>of</strong> existing Compressor Station at Jhabua by<br />
installation <strong>of</strong> 1 No. additional compressor<br />
• Capacity Augmentation <strong>of</strong> existing Compressor Station at Vijaipur by<br />
by installation <strong>of</strong> 1 No. additional compressor<br />
• Setting-up <strong>of</strong> new Compressor Stations at Rithonia (between Kelaras<br />
and Shivpuri) with installation <strong>of</strong> compressors in the configuration <strong>of</strong><br />
2 No. running and 1 No. standby, each <strong>of</strong> 20 MW capacity and<br />
Jatauli (near Palwal) with installation <strong>of</strong> compressors in the<br />
configuration <strong>of</strong> 1 No. running and 1 No. standby, each <strong>of</strong> 20 MW<br />
capacity<br />
• New Pipeline <strong>of</strong> 20” diameter (approx. 100 km long) from Jhajjar to<br />
Hissar<br />
• New Delivery Terminals at 2 locations viz. Jhajjar (KP 90.0) and<br />
Hissar (KP 188.0)<br />
• New Pipeline <strong>of</strong> 36” diameter (approx. 78 km long) from Bawana<br />
(Tap-<strong>of</strong>f) Point to Chorkarsa<br />
• New Pipeline <strong>of</strong> 30” diameter (approx. 103 km long) from Chorkarsa
to Sangarur<br />
• New Pipeline <strong>of</strong> 30” diameter (approx. 74 km long) from Sangarur to<br />
Nangal<br />
• Spurlines <strong>of</strong> 18” diameter (approx. 86 km long) from Chokarsa to<br />
Yamunanagar and 18” diameter (approx. 101 km long) from<br />
Sangarur to Bhatinda<br />
• New Consumer Terminals at Yamunanagar, Sangarur, Bhatinda,<br />
Dorha (Ludhiana) and Nangal and Tap-<strong>of</strong>f <strong>for</strong> proposed City Gas<br />
Projects enroute DBNPL
B. Order <strong>for</strong> Compressor stations & ECA Financing<br />
1. As part <strong>of</strong> the project <strong>GAIL</strong> has placed a purchase order no.<br />
<strong>GAIL</strong>/ND/C&P/PROJ/DBPL/07-72/04/C-08/48 dated October 20, 2008 on M/s<br />
Rolls Royce Energy Systems Inc., USA <strong>for</strong> supply <strong>of</strong> GT driven Centrifugal<br />
Compressor Packages <strong>for</strong> Vijaipur & Jhabua stations <strong>for</strong> Vijaipur – Dadri - Bawana<br />
Pipeline project.<br />
2. As per the P.O., total value <strong>for</strong> supply <strong>of</strong> the GT Driven Centrifugal Compressor<br />
Packages on FOB international sea port <strong>of</strong> exit basis is US$ 132 million. The<br />
expected due date <strong>for</strong> payment on FoB basis is 5 th January 2010 <strong>for</strong> approximately<br />
US$ 41 million & 5 th March 2010 <strong>for</strong> balance US$ 91 million. As per the terms <strong>of</strong><br />
payment, 100% payment would be released against the supply <strong>of</strong> equipment on FoB<br />
and services, if any.<br />
3. It has been confirmed by M/s Rolls Royce that the source <strong>of</strong> equipments and material<br />
<strong>for</strong> manufacture <strong>of</strong> the compressor machine is mainly from USA (80%) and balance<br />
from other countries. However, actual sourcing <strong>of</strong> equipments and material <strong>for</strong><br />
manufacture <strong>of</strong> the compressor machine mainly from USA would be given by M/s<br />
Rolls Royce at the time <strong>of</strong> due diligence.<br />
4. M/s Rolls Royce has also confirmed that they would extend their full cooperation to<br />
<strong>GAIL</strong> and its arranger including ECA <strong>of</strong> USA <strong>for</strong> carrying out the due diligence <strong>for</strong><br />
financing the compressor machine.<br />
5. <strong>GAIL</strong> has opened the LC <strong>of</strong> US$ 130.07 million (after excluding the Indian agent<br />
commission payable in India) with M/s IDBI Bank, New Delhi in terms <strong>of</strong> purchase<br />
order. It is proposed that after finalization <strong>of</strong> ECA backed loan, the payment through<br />
LC may be substituted by direct payment by the lenders to the vendor or any other<br />
method as mutually agreed upon in consultation with the vendor and ECA.<br />
6. <strong>GAIL</strong> proposes to obtain US Dollar denominated debt funds <strong>for</strong> the import <strong>of</strong> GT<br />
Driven Centrifugal Compressor Packages. Since this import / procurement is a major<br />
<strong>for</strong>eign currency capital expenditure, there<strong>for</strong>e, financing <strong>of</strong> the proposed capex is<br />
sought through <strong>for</strong>eign currency borrowing guaranteed by the ECA <strong>of</strong> the county<br />
from where the export <strong>of</strong> the capital equipment is being done.<br />
7. In order to finalize the ECA based financing <strong>GAIL</strong> will follow two stage bidding as<br />
discussed below:
1 st Stage bidding<br />
In the first stage, the bidders are requested to submit bids <strong>for</strong> appointment as<br />
‘Arranger’. The Scope <strong>of</strong> work would include mainly to obtain the guarantee from<br />
US Exim or any other ECA. The Scope <strong>of</strong> Arranger is mentioned in the bid<br />
document.<br />
2 nd Stage Bidding<br />
In the second stage the bidder(s) who had submitted bids and found qualified in the<br />
first stage will be requested to submit bid <strong>for</strong> cost <strong>of</strong> debt financing based on the<br />
Guarantee from US Exim and indicative term sheet.<br />
This RFP is <strong>for</strong> the purpose <strong>for</strong> finalization and selection <strong>of</strong> bank / Arranger <strong>for</strong><br />
carrying out the Scope defined in the first stage.
C. General Instructions <strong>for</strong> Bidding<br />
1. Parties that meet the qualification criteria and wish to be appointed as Arranger may<br />
submit their bids / proposals to <strong>GAIL</strong>. Necessary in<strong>for</strong>mation including qualification<br />
criteria is available on tender section <strong>of</strong> <strong>GAIL</strong>’s website www.gailonline.com.<br />
2. <strong>GAIL</strong> also proposes to have a pre-bid meeting with the prospective bidders. The<br />
date, time and venue <strong>of</strong> the meeting is as follows:-<br />
Date: 03.03.2009<br />
Time: 14.30 PM<br />
Venue: <strong>GAIL</strong>, Corporate Office, New Delhi<br />
3. The bidders are requested to submit their proposals in two parts i.e.<br />
Part I – Un-Priced bid <strong>for</strong> technical and financial bid evaluation criteria and<br />
Part – II - Price Bid.<br />
The technical bid would include the documentary pro<strong>of</strong> <strong>for</strong> meeting the technical and<br />
financial BEC. The technical bid should also include the acceptance <strong>of</strong> the SOR by<br />
way <strong>of</strong> sign <strong>of</strong>f with the prices blanked out. The financial bid would include the SOR<br />
with the prices.<br />
4. The Bid should be valid <strong>for</strong> a period <strong>of</strong> three month from the date <strong>of</strong> opening the Un-<br />
Priced Bids. The Bidder shall indicate in Part I – Un priced bid and Part – II – price<br />
bid in separate envelops and should also be marked accordingly on the envelopes.<br />
5. The proposal shall be submitted at <strong>GAIL</strong>’s dispatch section (Central Dispatch<br />
Section <strong>of</strong> <strong>GAIL</strong>) preferably by hand, latest by 11.03.2009 by 15:00 Hrs. at the<br />
address given below. Any bid received after the due date and time would not be<br />
considered.<br />
Mr. Subir Purkayastha,<br />
GM (F&A), # 365<br />
<strong>GAIL</strong> India Ltd.<br />
16, Bhikaiji Cama Place,<br />
R.K.Puram, New Delhi.<br />
6. <strong>GAIL</strong> reserves the right to accept or reject any <strong>of</strong> the proposals received at its sole<br />
discretion without assigning any reasons whatsoever. Incomplete proposals and<br />
proposal submitted after due date or proposals not submitted in the prescribed<br />
<strong>for</strong>mats along with documentary pro<strong>of</strong> will be rejected.
7. <strong>GAIL</strong> also reserves the right to cancel the request <strong>of</strong> quotation / tender without<br />
assigning any reasons and without any financial implication on <strong>GAIL</strong>, what so ever.<br />
8. The financial bids would be opened only <strong>for</strong> the bidders who are found to be technocommercially<br />
acceptable.<br />
9. The bidder shall submit the signed copy <strong>of</strong> the bid document including the blank<br />
SOR as acceptance <strong>of</strong> the tender conditions. The same may be included in the unpriced<br />
bid.<br />
10. Kindly visit our Tender Section <strong>of</strong> our website www.gailonline.com <strong>for</strong> detailed<br />
in<strong>for</strong>mation. For any query and <strong>for</strong> submission <strong>of</strong> proposals, kindly contact the<br />
following <strong>of</strong>ficials.<br />
Ms. Nalini Malhotra<br />
Mr. Atul Aggarwal<br />
SM (F&A)<br />
Mgr. (F&A)<br />
+91-9810620194 +91-9999651140
D. Scope & Deliverables <strong>of</strong> the Arranger / Lender<br />
1. The scope <strong>of</strong> the banks / financial institution as Arranger shall be to obtain<br />
guarantee from Export Credit Rating Agency (ECA) <strong>of</strong> USA i.e. US Exim or any<br />
other ECA, if required and available, <strong>for</strong> arranging payment <strong>for</strong> the supply <strong>of</strong> GT<br />
Driven Centrifugal Compressor Packages.<br />
2. The mandated bank shall be responsible <strong>for</strong> entire coordination and assistance<br />
required in the process <strong>of</strong> due diligence including assistance in preparation <strong>of</strong><br />
business plans, projected future cash flows and submission <strong>of</strong> necessary<br />
in<strong>for</strong>mation, details etc. and finally obtaining the ECA guarantee <strong>for</strong> maximum<br />
eligible amount under the Purchase Order to Rolls Royce.<br />
3. The mandated arranger would also assist in the preparation <strong>of</strong> the indicative term<br />
sheet based on which the bids would be invited from the prospective banks <strong>for</strong><br />
obtaining funding.<br />
E. Technical & Financial Bid Evaluation Criteria (BEC)<br />
1. The bidder should have provided <strong>for</strong>eign currency loan <strong>of</strong> at least US$ 50 million<br />
in a single transaction (excluding aircraft and shipping) based on a guarantee<br />
provided by any ECA to an Indian Company in any one <strong>of</strong> the past 3 financial<br />
years (2005-06 to 2007-08).<br />
2. Further, the bidder should have arranged US Exim guarantee and provided <strong>for</strong>eign<br />
currency loan <strong>of</strong> at least US$ 50 million in a single transaction (excluding aircraft<br />
and shipping) based on a guarantee provided by an US Exim to any company in or<br />
outside India in any one <strong>of</strong> the past 3 financial years (2005-06 to 2007-08).<br />
3. The bidder should be a scheduled commercial bank having operations in India with<br />
an Indian <strong>of</strong>fice duly approved by RBI.<br />
4. The bidder / bank should have a latest international rating <strong>of</strong> minimum “A” or<br />
equivalent <strong>for</strong> any one <strong>of</strong> the international rating agencies viz. S&P, Moody’s &<br />
Fitch.<br />
5. Bidder must have a global turnover (i.e. the interest and fee income) <strong>of</strong> at least US$<br />
132 million in any one <strong>of</strong> the past 3 financial years i.e. (2005-06 to 2007-08).
Documentary Pro<strong>of</strong><br />
The bidder should provide the following documentary pro<strong>of</strong> <strong>for</strong> meeting the evaluation<br />
criteria along with the technical bid.<br />
1. Certificate from the Indian company or such other document specifying that the<br />
bidder has provided the <strong>for</strong>eign currency loan <strong>of</strong> at least US$ 50 million in a single<br />
transaction (excluding aircraft and shipping) based on a guarantee provided by an<br />
ECA to an Indian Company. The bidder may also provide the Annual Report <strong>of</strong> the<br />
Company as mentioned above <strong>for</strong> the relevant year depicting the amount <strong>of</strong> loan.<br />
2. Copy <strong>of</strong> the guarantee letter from US Exim or such other document specifying / in<br />
support <strong>of</strong> pro<strong>of</strong> <strong>of</strong> guarantee issued by US Exim <strong>for</strong> raising the debt. The bidder<br />
should also provide a Certificate from the company to whom loan was given or<br />
such other document specifying that bidder has provided the <strong>for</strong>eign currency loan<br />
<strong>of</strong> at least US$ 50 million in a single transaction (excluding aircraft and shipping)<br />
based on a guarantee provided by US Exim to any company in or outside India.<br />
The bidder may also provide the Annual Report <strong>of</strong> the Company as mentioned<br />
above <strong>for</strong> the relevant year depicting the amount <strong>of</strong> loan.<br />
3. Copy <strong>of</strong> the certificate / license given by Reserve Bank <strong>of</strong> India that the bidder is a<br />
scheduled commercial bank and has been allowed to operate in India and open the<br />
Indian <strong>of</strong>fice <strong>for</strong> their commercial activities.<br />
4. Copy <strong>of</strong> the international rating <strong>of</strong> minimum “A” or equivalent awarded by any one<br />
<strong>of</strong> the international rating agencies viz. S&P, Moody’s & Fitch in the <strong>for</strong>m <strong>of</strong><br />
rating rational or its equivalent. The rating should be effective on the last date <strong>of</strong><br />
submission <strong>of</strong> the bid.<br />
5. Copy <strong>of</strong> the Annual Report <strong>of</strong> the bidder <strong>for</strong> the past 3 financial years i.e. 2005-06,<br />
2006-07 & 2007-08
F. Evaluation Methodology<br />
For First Stage Bidding Process<br />
1. The bidder shall meet the BEC in total so as to be eligible <strong>for</strong> the opening <strong>of</strong> their<br />
price bids. Evaluation would be based on the concept <strong>of</strong> least cost.<br />
2. Bidder must give their complete and un-conditional consent to the scope <strong>of</strong> work /<br />
deliverable and not take any deviation what so ever. Any unacceptable deviation to<br />
the above may lead to the rejection <strong>of</strong> the bid.<br />
3. The L-1 bidder / bank based on the lowest fees quoted and meeting the evaluation<br />
criteria would be given the mandate, <strong>for</strong> acting as an Arranger <strong>for</strong> <strong>GAIL</strong> <strong>for</strong> the<br />
complete scope <strong>of</strong> work <strong>of</strong> this proposal.<br />
4. However, in case <strong>of</strong> a situation where more than one bank quotes the same fees <strong>for</strong><br />
arranging the US Exim guarantee then the mandate would be given to the bank that<br />
has a higher ranking in the Dealogic Table relating to Global ECA backed trade<br />
finance loan excluding aircraft and shipping finance. The latest data available <strong>for</strong><br />
the full calendar year would be considered.<br />
For Second Stage Bidding Process<br />
1. In the second stage a fresh bid would be called wherein the bank would be<br />
requested to submit the bid <strong>for</strong> the cost <strong>of</strong> funding based on an indicative term<br />
sheet.<br />
2. The bidder(s) who participated in the first stage bidding process and were short<br />
listed in terms <strong>of</strong> the BEC <strong>for</strong> price bid opening would only be eligible to<br />
participate individually or as consortium in the second stage bidding <strong>for</strong> quoting<br />
the price / cost <strong>of</strong> funding based on the indicative term sheet.<br />
3. The bids in the second stage would be evaluated and price bids would be opened<br />
<strong>for</strong> the bidders complying with the terms <strong>of</strong> the indicative term sheet in total.<br />
4. In case the L-1 bank <strong>for</strong> providing the fund is the same as the bank which arranged<br />
the ECA Guarantee, the entire mandate <strong>for</strong> raising the funds would be given to the<br />
same bank.<br />
5. However, in case the L-1 bank <strong>for</strong> providing the funds is not the same as the bank<br />
which arranged the ECA Guarantee, the mandated Arranger bank who have<br />
arranged the ECA guarantee would be given an option to match the L-1 rates. In<br />
case the Arranger matches the L-1 rate, it would be given a 50% share in the
mandate <strong>for</strong> funding. However, in case the Arranger bank does not match the L-1<br />
rate then the entire mandate <strong>for</strong> 100% funding would be given to the L-1 bank.<br />
6. The detailed methodology <strong>for</strong> evaluation <strong>of</strong> the bids under second stage would be<br />
specified in the second stage bid document.
G. Other Conditions <strong>of</strong> the Tender<br />
1. Bidder must give their complete and un-conditional consent to the scope <strong>of</strong> work /<br />
deliverable, Schedule <strong>of</strong> Rates and not take any deviation what so ever or give any<br />
subjective bid. Any unacceptable deviation or subjective bid will lead to the<br />
rejection <strong>of</strong> the bid.<br />
2. The mandated arranger would be required to enter into a confidentiality agreement<br />
with the company as per the attached <strong>for</strong>mat. The bidder should give its<br />
unconditional agreement to the confidentiality agreement to be eligible <strong>for</strong> Price<br />
bid opening.<br />
3. In case the mandated bank is unable to get the guarantee from the ECA due to<br />
reasons other than that attributable to the ECA and /or <strong>GAIL</strong>, then <strong>GAIL</strong> has the<br />
right to put the mandated bank on a holiday <strong>for</strong> all future business what so ever <strong>for</strong><br />
a period <strong>of</strong> 3 years.<br />
4. In addition to scope <strong>of</strong> work / deliverables as mentioned in para “D”, the mandated<br />
arranger would also co-ordinate with vendor i.e M/s Rolls Royce, USA <strong>for</strong><br />
obtaining necessary clarification / in<strong>for</strong>mation / documents to facilitate the due<br />
diligence process and in the course <strong>of</strong> finalization and obtaining the ECA<br />
guarantee.<br />
Further, the mandated arranger would co-ordinate with vendor i.e M/s Rolls Royce,<br />
USA <strong>for</strong> change in the payment mechanism from LC to ECA backed direct<br />
payment.<br />
5. Out <strong>of</strong> pocket expenses <strong>of</strong> the Export Credit Rating Agency (ECA) <strong>of</strong> USA i.e. US<br />
Exim or any other ECA if any shall be reimbursed to the ECA directly by <strong>GAIL</strong> at<br />
actuals against supporting documents.
H. Time Period<br />
The time period <strong>for</strong> completion <strong>of</strong> finalization <strong>of</strong> the scope / deliverable and getting<br />
the guarantee from US Exim is 4 months from the issue <strong>of</strong> mandate letter unless<br />
delayed due to reasons attributable to ECA and / or <strong>GAIL</strong> <strong>for</strong> which time extension<br />
will be given.<br />
I. Payment Terms<br />
1. 80% <strong>of</strong> the fees as per the SOR will be paid as a success fee on issue <strong>of</strong> guarantee<br />
by US Exim.<br />
2. 20% <strong>of</strong> the fees on completion <strong>of</strong> balance services including the assistance in<br />
preparation <strong>of</strong> the Term Sheet as specified in the Scope & Deliverables.<br />
3. The fees would be payable within 30 days from the date <strong>of</strong> receipt <strong>of</strong> the<br />
cenvatable invoice from the bidder.<br />
4. No additional out <strong>of</strong> pocket expenses would be payable. The fees as quoted would<br />
deem to include the out <strong>of</strong> pocket expenses if any <strong>for</strong> obtaining the guarantee from<br />
US Exim. No expense other than the fees as quoted would be payable by <strong>GAIL</strong> <strong>for</strong><br />
the entire scope <strong>of</strong> work / deliverable.<br />
5. The fees quoted shall be firm and fixed till the completion <strong>of</strong> the assignment and<br />
shall be inclusive <strong>of</strong> all taxes and duties except service tax, if any, payable in India.
Ref No. : <strong>GAIL</strong> / Treasury/ 2008-09<br />
SCHEDULE OF RATES<br />
S.NO. Description Unit Amount (In INR)<br />
1. All inclusive Fees <strong>for</strong> arranging<br />
the guarantee from Export Credit<br />
Rating Agency (ECA) <strong>of</strong> USA i.e.<br />
US Exim or any other ECA, if<br />
required and available and other<br />
services as per the Scope and<br />
Deliverables and other terms and<br />
conditions specified in the Bid<br />
Document.<br />
Total<br />
Lumpsum<br />
(Authorized Signatory)<br />
(Name and Designation)<br />
Stamp <strong>of</strong> the Bidder
DRAFT CONFIDENTIALITY AGREEMENT<br />
This Agreement is made on------,-----, by and between:<br />
<strong>GAIL</strong> (India) Limited (<strong>GAIL</strong> hereinafter called as Disclosing Party), a company<br />
registered under Companies Act, 1956 and having its registered <strong>of</strong>fice at <strong>GAIL</strong><br />
Bhawan, 16, Bhikaji Cama Place, New Delhi – 110066 and<br />
---------------------- and ----------------(collectively “the arrangers / advisors”).<br />
RECITALS<br />
WHEREAS, the Disclosing Party has provided or will provide in<strong>for</strong>mation to the<br />
arrangers / advisors <strong>for</strong> the purpose <strong>of</strong> getting guarantee from Export Credit Agencies<br />
(ECA) <strong>for</strong> the Disclosing Party <strong>for</strong> facilitation <strong>of</strong> assessment to be made by ----------.<br />
As part <strong>of</strong> its work, the Recipient will receive certain strictly confidential or<br />
proprietary in<strong>for</strong>mation, including, but not limited to, data, records, reports,<br />
correspondence, notes, studies, documents and contract <strong>for</strong>mats, and other in<strong>for</strong>mation<br />
disclosed about the Company directly or indirectly by the Company and/or its<br />
respective affiliates, consultants, advisors and management (the “Confidential<br />
In<strong>for</strong>mation”).<br />
Any Confidential In<strong>for</strong>mation disclosed by the Disclosing Party and/or any <strong>of</strong> its<br />
respective affiliates, management, consultants, directors, advisors or agents under this<br />
Agreement, irrespective <strong>of</strong> whether it is marked confidential or not shall by treated by<br />
the Recipient as confidential.<br />
In consideration <strong>for</strong> the Disclosing Party agreeing to disclose the In<strong>for</strong>mation to<br />
Recipient, Recipient hereby undertakes and agrees as follows:
1. Recipient undertakes that any in<strong>for</strong>mation which the Disclosing Party disclose<br />
to Recipient, or to any director, <strong>of</strong>ficer, employee, agent or other representative <strong>of</strong><br />
Recipient, in any <strong>for</strong>m which in any way is required <strong>for</strong> Recipient’s work with <strong>GAIL</strong><br />
shall be retained in strict confidence and shall not be disclosed or caused or permitted<br />
to be disclosed or discussed, published, reproduced or otherwise directly or indirectly<br />
to any third party without <strong>GAIL</strong>’s prior written approval and shall not be used by<br />
Recipient <strong>for</strong> any reason other than to conduct the work assigned to him by <strong>GAIL</strong>. The<br />
obligation <strong>of</strong> Recipient to retain Confidential In<strong>for</strong>mation in confidence shall not apply<br />
to:<br />
a). In<strong>for</strong>mation which is now in or hereafter enters the public domain beyond the<br />
control <strong>of</strong> Recipient and without its violation <strong>of</strong> this Agreement; or<br />
b) Such in<strong>for</strong>mation, which Recipient discloses under operation <strong>of</strong> law, rule or legal<br />
process;<br />
Provided, however, that (i) the burden shall be on Recipient to prove the applicability<br />
<strong>of</strong> one or more <strong>of</strong> the <strong>for</strong>egoing exceptions by documentary evidence should the<br />
Disclosing Party question the applicability <strong>of</strong> such exceptions; (ii) as to exception (b),<br />
Recipient provides the Disclosing Party with prompt written notice <strong>of</strong> any request or<br />
legal proceeding through which Recipient may be required to disclose such<br />
In<strong>for</strong>mation under operation <strong>of</strong> law, rule or legal process.<br />
2. Recipient agrees to use the Confidential In<strong>for</strong>mation solely <strong>for</strong> the purpose <strong>of</strong> the<br />
work assigned <strong>for</strong> and <strong>for</strong> no other purpose.<br />
3. Recipient agrees not take copies <strong>of</strong> the Confidential In<strong>for</strong>mation without the prior<br />
written request <strong>of</strong> the Disclosing Party.<br />
4. Recipient agrees to transmit the Confidential In<strong>for</strong>mation only to those directors,<br />
<strong>of</strong>ficers, employees, agents or other representatives who need access to the<br />
Confidential In<strong>for</strong>mation <strong>for</strong> the purpose <strong>of</strong> carrying out its work <strong>for</strong> the Disclosing
Party and who are in<strong>for</strong>med by Recipient <strong>of</strong> the confidential nature <strong>of</strong> the Confidential<br />
In<strong>for</strong>mation and who agree to be bound by the terms <strong>of</strong> this Agreement. Recipient<br />
further agrees to be responsible <strong>for</strong> any breach <strong>of</strong> this Agreement by Recipient or any<br />
director, <strong>of</strong>ficer, employee or other representative <strong>of</strong> Recipient.<br />
5. Recipient agrees that all Confidential In<strong>for</strong>mation and documents disclosed to<br />
Recipient hereunder shall be and remains exclusive property <strong>of</strong> the Disclosing Party.<br />
Any tangible <strong>for</strong>m <strong>of</strong> the Confidential In<strong>for</strong>mation including, but not limited to,<br />
documents, papers, computer diskettes and electronically transmitted In<strong>for</strong>mation shall<br />
be destroyed by Recipient or returned together with all copies there<strong>of</strong> to the Disclosing<br />
Party promptly upon its request. If such tangible <strong>for</strong>m <strong>of</strong> the Confidential In<strong>for</strong>mation<br />
is destroyed, a certification <strong>of</strong> such destruction executed by a duly authorized <strong>of</strong>ficer<br />
<strong>of</strong> Recipient shall be delivered to the Disclosing Party.<br />
6 Recipient’s obligations under this Agreement shall survive the termination <strong>of</strong> its<br />
appointment to carryout its work with the <strong>GAIL</strong> regardless <strong>of</strong> the manner <strong>of</strong> such<br />
termination, and shall be binding upon its successors and assigns.<br />
7. Recipient agrees that no failure or delay on the Disclosing Party part in exercising<br />
any right, power or privilege under this Agreement shall operate as a waiver there<strong>of</strong>,<br />
nor shall any single or partial exercise <strong>of</strong> any right, power or privilege preclude any<br />
other or further exercise there<strong>of</strong>.<br />
8. Any amendments, changes or modifications to this Agreement must be in writing<br />
and executed by authorized <strong>of</strong>ficials <strong>of</strong> both the Parties to this agreement.<br />
9. This Agreement constitutes the entire agreement <strong>of</strong> the Recipient and the Disclosing<br />
Party with respect to the subject matter there<strong>of</strong> and supersedes any and all prior<br />
understandings and agreements between the Disclosing Party and the Recipient.
10. Any disputes, controversy or claim arising out <strong>of</strong> or relating to this Agreement, or<br />
the breach, termination or invalidity there<strong>of</strong>, shall be finally settled by arbitration in<br />
accordance the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed<br />
by <strong>GAIL</strong> (India) Ltd, New Delhi The place <strong>of</strong> arbitration shall be New Delhi and the<br />
language to be used in the arbitral proceedings shall be English. The award <strong>of</strong> the sole<br />
arbitrator shall be final and binding on both parties.<br />
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be<br />
effective as <strong>of</strong> the date first written above.<br />
<strong>GAIL</strong> (INDIA) LIMITED<br />
Name <strong>of</strong> Arranger / Advisor<br />
By: ____________________<br />
By__________________________<br />
Name: _____________________<br />
Title: ______________________<br />
Name:<br />
Title:<br />
WITNESS<br />
1.<br />
2.