DELIVERABLES AND SCOPE OF WORK - Bharat Petroleum



INDEX

CONTENTS PAGE

A. TENDER DOCUMENT: TECHNICAL

1. Deliverables and Scope of Work

1. Company information and Project background .. 2

2. Schedule of items for technical bidding. .. 4

3. Supply location Audits. .. 6

4. Scope of Work .. 6

5. Key Deliverables .. 8

6. Parameters for PFS RO Certification/Surprise check .. 9

(Annexure A for ROs + Annexure B for COCOs)

7. Parameters for Supply Location Certification for PFS .. 10

(Annexure C)

B: TENDER DOCUMENT: COMMERCIAL

2. General and Commercial Terms and Conditions

2.1 Submission of Bid .. 12

2.2 Terms & Conditions of Tender .. 13

2.3 Arbitration clause . . 18

2.4 Mutual Non- Disclosure /Confidentiality Agreement. . .. 20

2.5 Solvency Certificate (To be attached) . . 23

2.6 Price Bid Format. (UN-PRICE BID) .. 24

2.7 Integrity Pact .. 28

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1. DELIVERABLES AND SCOPE OF WORK

1. Company Information and Project Background

i. Introduction

Bharat Petroleum Corporation Ltd, (BPCL), a major Public Sector Undertaking, initiated an exercise for its network of Retail outlets towards the end of 1999 with the help of a consultant, to maximize the value from the retail network and promote brand loyalty among the fuelling customers.

An important change initiative was to establish benchmarks in customer service standards and enable the organization to leverage the retail outlet network for competitive advantage in a deregulated market scenario. The initiative has been termed as the “PURE FOR SURE” (PFS) PROPOSITION. In order to ensure that standards can be maintained and improved on a constant basis, BPCL has initiated Certification and Re-certification of retail outlet by using reputed external standardization auditing agency. PFS Certificates are therefore issued based on the audit results.

ii. “PURE FOR SURE” standards

A check list has recently been finalized, based on BPCL’s experience in implementing and improving “PURE FOR SURE” standards. We propose to utilize this with immediate effect as part of the auditing and certification initiative, to maintain standards in PURE FOR SURE retail outlets and in BPCL Company run retail outlets, called COCO outlets. PURE FOR SURE retail outlets have recently been divided into a) Automated PFS RO s and b) other PFS RO s, which distinction has also been reflected in the new Check list. This is enclosed as Annexure “A”.

In nutshell, objective of each of the 5 sections given in Annexure A are as follows:

a. Automated P.F.S. RO s

Consumers should clearly see BPCL as the company that dispenses the right quantity and quality of pure fuel. The ultimate aim must be to inspire trust in BPCL outlets.

In order to ensure Q. & Q. standards on continuous basis across our network, a number of retail outlets are being provided with automation. Details of record are available in Sheet I of the check list enclosed as Annexure A.

b. Other Q. & Q. measures in PFS RO s called Q. & Q. Site checks.

The PFS initiative aims to ensure 100 percent Q. & Q., at every point, starting from the supply point, up to the consumers’ fuel tank. To achieve this, “PFS” has adopted several measures.

These service standards are given as Sheet II of Annexure A.

c. Cleanliness & Environment

A clean and welcoming atmosphere for customers, a healthy environment for the forecourt personnel who provide service, and for the public in general, is another objective under this initiative.

The checklist includes standards required to be maintained by us. These standards are given in Sheet III in Annexure A.

d. Customer Service Standards

Consumers need to be recognized, and made to feel cared for, and concurrently BPCL has to ensure efficient level of services in the retail outlet forecourt The objective of this section of the check list is therefore to ensure a high standard of service- both “internal” standards for BPCL forecourt staff to follow, and “external” standards for consumers to experience.

Checklist for these standards is given as Sheet IV of Annexure A

e. Honesty and Transparency

In order to ensure adequate and timely information to customers, so that consumers can place their trust on the products and services being provided by BPCL, certain initiatives have been taken which can be cross- checked for quality and level of implementation using check list.

The checklist for this is Sheet V of Annexure A.

iii. BPCL COCO retail outlets

In addition to retail outlets under the “PURE FOR SURE” proposition which are managed by Dealerships, BPCL has also taken the initiative to run retail outlets directly. Such outlets are Company owned and Company operated (COCO), and therefore in order to ensure standards, it will be the objective of Certification audits being undertaken by third parties, to ensure that the required standards are being maintained at the highest possible level. Check lists given in Annexure A and Annexure B will be used for this purpose.

1. 2 Schedule of Items for Technical bidding

i. We expect about 4930 Certified PFS RO s and 170 COCO s to retain their certification during 2009-10. In addition to this we will have another approximately 500 new RO s being put up for the first time.

ii. We expect the successful tendering party to draw up Audit Manual based on the enclosed check list , for which no extra cost should be charged to us.

iii. After auditing, each RO will be graded as per details provided in Annexure I.

iv. The geographic spread of PFS Retail outlets covers most of India. Such retail outlets are located basically in i) urban areas like cities/ towns and on ii) Highways, and are located in nearly every State in India. Number of rural RO s that are certified as PFS are limited, as most of them do not have the infrastructure to provide service standards expected in a PFS RO s, and therefore will be few in numbers compared to the other two sectors named above.

v. Printing and issue of PFS Certificates- It is required that the vendor on award of contract, will be printing and issuing the PFS Certificates to each non-COCO retail outlet annually. All 5100 existing PFS Certified retail outlets will need to be issued fresh PFS Certificates after their annual re-certification/ surprise audit. Such a ‘PURE FOR SURE” Certificate should be valid for at least 1 year from date of Audit. However, for COCOs, this Certificate will be issued in each quarter, based on audit results.

vi. It is expected that about 120% of the total network of 4930 dealer operated PFS retail outlets will be subject to surprise / re-certification audit each year. Therefore 5916 “non –COCO PFS RO s” will be audit annually in 2009-2010, and a slightly higher number in 2010-11.

vii. 170 COCO s, will be audited every quarter, making a total of 680 PFS Audits of COCO RO s annually. These RO s, besides being audited using check list given in Annexure I, will also be subject to checking using COCO specific checklist on manning norms and legal compliances as given in Annexure II.

viii. Therefore it is expected that the minimum number of PFS RO related Audits per annum for each of these 2 years, will be approximately 6596 per annum for the 2 years tendered for.

ix. BPCL at its own discretion may ask auditing firm to undertake third party audits at Non- PFS RO s selling 100Kl. or more of product per month @ 1 per year. There are about 700- 750 such retail outlets.

x. Taking the above into consideration, it is projected that approximately 7298 RO s will be audited annually.

xi. It is expected that PFS Audits will be carried out during peak hours indicated for each PFS outlet, in the list of RO s that will be provided by us to the successful Bidder. But this condition will not extend to non- PFS RO s.

xii. It is expected that all arrangements for traveling will be made by the auditing party, and that all expenses on out of pocket/ incidental expenses should be inbuilt into the audit fees quoted by each vendor. All current taxes, surcharge and cess, as maybe applicable , should also be shown as per details given in the Price Bid Document

xiii. It is expected that the successful Bidder (i.e. Auditing company) will supply us with monthly information on the status of each of the following, on formats to be determined based on mutually beneficial discussions.(The template of such M.I.S. will be subject to BPCL’ s approval) :

a. PFS Certified RO s, including COCO s, including SO area, Territory name and Region.

b. PFS Certified Supply locations

c. Graded Automated RO s

d. Non- PFS RO Audit results.

e. Monthly PFS Audit results.

The extra cost, if any, for providing the above information on monthly basis, is to be built into the amount quoted by you in Price Bid.

3. Supply Location Audits

We have set up standards, and created an Audit Manual to conduct audits for PFS Certification at our Supply Points, located across the country.

The salient features of the Supply Point PFS Certification Audits to be undertaken by the successful Bidder are as follows:

i. We have about 90 Supply locations around the country, out of which about 60 have undergone PFS Certification.

ii. We expect the number to grow to 64 immediately and 70 by the end of the contract period.

iii. Audits are conducted annually for existing Supply Points.

iv. Fresh PFS Certificate is to be issued by the successful tendering party to Supply locations that have passed Audit requirements on annual basis.

v. You shall quote a single rate for the years 2009-2010, and 2010- 2011, for supply point as per format for Price Bid enclosed. Any escalation that may be contemplated during this period should be clearly indicated by each tendering party, failing which it is understood that the rate quoted will be for the full 2 year period.

vi. All expenses on out of pocket./.incidental expenses, creation and maintenance if monthly/ periodic MIS etc for Supply Point audit should be inbuilt into amount quoted in Price Bid.

vii. The final amount quoted by you should be as indicated in the Price Bid format.

viii. Details of PFS Certification audits/ surprise audits to be undertaken are given in Annexure “C”.

4. Scope of Work

i. Preamble

The process standard envisages 3 broad types of audits:

a. For PFS RO s

Existing PFS RO s – PFS Automated, non-Automated PFS and PFS COCO s- will be subject to at least one Surprise audit annually in order to recertify each PFS R.O. Twenty percent of the existing network will also undergone a second surprise Audit. COCO Outlets, as a special case, will undergo four surprise PFS Audits annually, @ one in each quarter.

A fresh PFS Certificate with validity of one year will be issued to each successful R.O. after its annual surprise audit However for COCO ROs; this certificate will be valid only for a maximum of six months. The check lists to be used are given in Annexure A. New RO s put up for PFS Certification will also be subject to audit using this check list.

The following Audits will be undertaken during the PFS Audits:

• Automated RO s will be subject to gradation recommendation by the Auditing party, based on Annexure A.

• BPCL operated COCO RO s will be subject to one PFS Audits per quarter , in order to monitor standards. In addition to Annexure A, COCO Audit will also use Annexure B. COCOs will also be subject to grading recommendations by auditors. The Certificate for such COCO will be issued for each quarter based on Audit results.

b. For Supply Locations

Certification validity is for a year, with surprise audits / Recertification audits being carried out annually. For your information, we are enclosing a typical checklist for Supply Location Audits. (Annexure C).

c. For non-PFS RO s selling 100 Kl or more of product.

Based on the discretion of B.P.C.L., we may require you to undertake third party inspection/ Audit of non –PFS Retail Outlets selling volumes of 100Kl. or more. Check list will broadly be like the one given in Annexure A.

ii. Objective

B.P.C.L. intends to use the services of Certification Agency to:

a. Determine the conformity or non-conformity of quality and service system element that BPCL has benchmarked, through auditing and periodic re-auditing/ surprise audits of retail outlets and supply locations.

b. Grade automated retail outlets according to effectiveness of their Quality & Quantity and service standards, in addition to issuing of PFS Certificates to all successful Retail Outlets under the PFS program.

c. Audit COCO s performance.

BPCL reserves the rights to change the Checklist and frequency of Audits mentioned in the various paragraphs here above at its own discretion without assigning any reasons thereof.

5. Key Deliverables

i. Key Deliverables

The key deliverables for the certification process are:

a. Surprise Auditing of RO s and Supply locations.

b. Grading of each RO

c. Providing information and regular M.I.S. as per standard template.

ii. Setting up of Core Project Teams:

Successful Bidder shall set up a suitable core project team in consultancy with BPCL. This team will comprise of:

a. A Project Manager

b. Two team members.

Besides this, the successful Bidder will set up a panel of auditors for PFS Certification audits in numbers adequate to cover the entire geographical area in India where BPCL RO s exist. These Auditors should have required qualifications to undertake such Audits so as to meet BPCL PFS standards.

The responsibility of the core team will be:

• Creating a PFS Audit Manual based on the attached checklist. Extra charges, if any, should be included in the amount quoted by you in your Price Bid.

• Incorporating changes/ Course corrections in the Audit Manual as and when required.

• Devising / reviewing the methodology for overall management / monitoring of Project, at no extra charge.

• Scheduling the certification, re-certification and surprise audits of the PFS ROs/Supply locations in consultation with BPCL’ s Retail H. Q. and Regional Teams.

• Drawing up new Audits Manuals/ amended Audit Manuals, to meet changed requirements of the market , when ever required, at no extra charge.

• Ensuring compliance of all auditing requirements and other appropriate directives.

• Reviewing documentation on existing quality and service system activities (which include those that are included in the checklists attached), to determine their adequacy, at no additional cost.

• Report on the audit results clearly, conclusively and without any delay, and report critical non- conformities to BPCL immediately.

• Periodic views of the issues in the certification process and initiate changes for further improvement.

• To meet and resolve issues of urgent nature at short notice.

• Review the performance of the auditors and resolve issues on the quality of audit, as and when such requirements arise.

• Train the auditors employed to meet the requirements/ parameters for Certifying/ recertifying PFS retail outlets. Parameters required to be met are given here under.

6. Parameters for Certifying PFS Retail Outlets

i. Parameters for Certifying and grading PFS Retail outlets are as follows:

a. Q. & Q. Checklist- Automation.

b. Q. & Q. Site check list

c. Cleanliness & Environment Checklist.

d. Customer Service Standard Checklist.

e. Honesty & Transparency Checklist.

ii. The above will be checked during Audit as per Annexure “A” enclosed.

iii. For COCOs, besides Annexure “A”, manning and legal compliances will be audited as per Annexure “B”.

iv. B.P.C.L. reserves the right to change the aforesaid parameters without assigning any reasons whatsoever.

7. Parameters for Certifying Supply locations

i. B.P.C.L. Parameters for certifying Supply locations are broadly as follows:

• Inspection of Lorries.

• All regulatory approvals in place i.e. fitness certificates / W. & M. Certificates etc.

• Safety aspect of lorry.

• Condition of lorry for leakage.

• Crew and competence.

• Lock Management.

• Key Management.

• Invoice preparation.

• Calibration

• Supply location Laboratory results and Test Samples.

• Quality of Supplies.

ii. The above will be checked as per Annexure “C” enclosed.

iii. B.P.C.L. reserves the right to change the aforesaid parameters without assigning any reasons whatsoever

2. GENERAL AND COMMERCIAL TERMS AND CONDITIONS

1. Submission of BID

i. The price bid should be complete in all respects, and all elements inclusive statuary levies like service/ sales taxes, cess, etc, which you maybe be claiming from BPCL are to be included at current rates, and the % of levies/ taxes/ cess charged to be indicted clearly in the PRICE BID format (referred to as Tender Documents C in Index).

As Per BPCL’ s understanding the following are the tax rates applicable as on the date of tender release:

a. Service Tax – 10% of the total auditing amount charged by party.

b. Education Cess – 2% of a.

c. S. & H. Edu. Cess – 1% of a.

In case Bidder has different understanding about the Tax, the same may be clarified before submission of the Bid.

ii. The Bid must be submitted in two separate parts as under:

a. Sealed Envelope No. 1: “Technical and Commercial” Bid containing:

• Tender Documents A and B as outlined in the Index. Both sets of documents should be duly stamped and signed by authorized signatory as mentioned elsewhere in this Tender enquiry document.

• All supporting financial documents mentioned elsewhere in this Tender Enquiry document.

b. Sealed Envelope No .2 contains:

Price Bid as outlined in the index as Tender Document “C”.

iii. The bid ought to be submitted in separate envelopes, with such envelopes sealed and inscribed with the Tender enquiry Reference Number given above (i.e. Top of each Tender Enquiry document.), the due date, and the vendors complete name and address. Each envelope should be super scribed as “Technical and Commercial Bid” and “Price Bid”.

iv. Both the sealed envelopes/ cartons , as the case maybe , should be placed in a third sealed envelope / carton, with the Tender enquiry No., due date and time inscribed in the top, but with no identification of the tendering party on it like rubber stamps or seals , or their name and address.

v. The final bid as described in ii., iii., and iv. above should reach the concerned authority before the date and time of submission.

vi. The sealed envelope should be delivered at the address mentioned here under:

Sr. Manager- Concept Design & Training, Retail H.Q.

Bharat Petroleum Corporation Ltd.,

12th Floor, “E” Wing, Maker Towers,

Cuffe Parade, Mumbai – 400 005. India.

vii. Bids received after the due date and time of submission of this Tender enquiry (details of which are given clearly on the top of each Tender enquiry sheet.), will not be considered as valid. BPCL is not responsible for any courier or postal delays or loss of documents. Bids received in form of e-mails, fax or any other electronic media will not be considered.

viii. BPCL has the right to reject any bid or reject all the bids and cancel the Tender enquiry without assigning any reason.

2.2 The following Terms and Conditions will be applicable to this Tender:

i. Power of Attorney

a. The bid and all details subsequent to the bid shall be signed by a person legally authorized to enter into commitment with BPCL on behalf of the Bidder. Bidder shall submit Power of Attorney in favour of the person who is authorized to enter into commitment on behalf of the bidder, along with their Technical and Commercial bid documents.

b. BPCL will not be bound by any power of attorney granted by the bidder for change of composition of the firm, made consequent to the submission of the bid or award of the contract. BPCL may however, recognize such Power of Attorney and changes after obtaining proper legal advice, the cost of which will be chargeable to the Bidder.

c. In case of any change in the entity of the firm, merger with any other firm etc. the vendor should submit the relevant documents, the acceptance of which is at the sole discretion of BPCL.

d. The cancellation of any document such as Power of Attorney, should be communicated by the bidder to BPCL in writing well in time, failing which it shall have no responsibility or liability for any action taken by it on the strength of the said documents.

ii. Clarifications / Requests by Bidder

In case he Bidder requires additional information / clarification on the details pertaining to the scope of work, Bidder may direct his requirements to DGM (RNP& RE),Retail H.Q, BPCL, Maker Towers or Sr. Manager Concept Design & Training , or Sr. Manager Network Planning (Retail),HQ at the address and particulars given in point 2.1.6, on or before the due date for submission of the bid response, who shall provide such information at their discretion.

iii. Bid Clarifications / Amendments by BPCL

B.P.C.L. may issue clarifications / amendments in the form of addendum/ corrigendum during the bidding period and may also issue amendments subsequent to receiving the bids. For the addendum/ corrigendum issued during the bidding period, Bidder shall confirm their impact , in the bid. For clarifications issued by BPCL subsequent to receiving the bids, the Bidder shall confirm receipt and follow the instructions issued along with addendum/ corrigendum

iv. Confidentiality of Document

Bidder shall treat the bid documents and contents therein as private and confidential. If, at any time during the bid preparation period , the Bidding Vendor decides not to bid, all the documents must be immediately returned in a sealed envelope with details of the Tender Enquiry inscribed on top of the sealed envelope, as already mentioned elsewhere in this tender.

It will also be required that Vendors who are offering their bid as part of this Tender Enquiry, are to sign a Confidentiality agreement and shall return the same duly signed by their authorized power of Attorney holder along with all the other documents as part of the “Technical / Commercial” section of the Tender submission. . This document forms part of this Tender enquiry document and is given in paragraph 2.4

v. Financial Documents

Bidder shall also submit the following along with the bid, as part of their “Technical and Commercial” offer:

a. Audited balance sheet, including the profit and loss account for the last three years.

b. Attested copy of valid income tax clearance certificate (I. T. C. C.)

c. Attested copy of registration certificate under State/ Central Sales Tax or Service Tax Act, as applicable to the Vendor Company.

d. Solvency certificate from your bankers.( As per sample given in Tender section 2.5 )

In the absence of any of the above documents, the bidder may not be awarded the work tendered for, in the light of Central Government directives/ instructions.

vi. BPCL rights

BPCL reserves the rights to accept or reject a bid in whole or part, or to reject all bids with or without notice or assigning any reason. Such decisions by BPCL shall bear no liability whatsoever consequent upon such decisions.

The process templates, training templates, modules, materials, which are created during the project, will remain as BPCL property and shall be replicated in any form by BPCL for its purposes. BPCL will have copyrights of the same and shall be free to assign, sell to anybody they wish without reference to the successful bidder.

BPCL reserves the right to use the accreditation mark and the name of the successful Bidder/Certification Agency in all its visual manifestation at the retail outlets and any form of communication to customers. The size and design of the logo for the same will have to be provided by the successful Bidder/ Agency and any limitations in the usage must be clearly spelt out in the first part of the Tender bid documents (i.e. Technical & Commercial), failing which any such limitations will not be accepted at a later date.

vii. Working principles

The Project will be governed by a steering committee that consists of members appointed by BPCL, and the Project team from the successful Bidder.

The Bidder will be responsible for quality and timely output of deliverables.

The Project team from the successful Bidder will report the results and create an information system to be jointly agreed to by BPCL and the Bidder. The Bidder will provide the reports in the stipulated manner and within the time schedule mutually agreed to.

BPCL will be responsible for training the core team. Thereafter it will be the responsibility of the Project manager from the successful Bidder.

The local planning of visits to retail outlets for certification will be done in consultation with regional representative of BPCL

viii. Period of Contract

The contract based on this tender enquiry will initially cover a period of 2 years, but BPCL reserves the right to continue the contract on the terms and conditions so specified based on the performance of the certification agency.

If the performance of the agency is not found to be satisfactory to BPCL s requirements, BPCL may discontinue the services of the agency by giving a three month notice to the party.

ix. Certification transition

In case of the contract being terminated before completion of the stipulated period, the selected agency will make arrangements for ensuring that there is no disruption of the certification process during the transition time (i.e. the time till the new agency commences work on the certification.). The agency will ensure smooth and successful transition of the whole process to the satisfaction of BPCL

x. Validity of Bid.

The bid shall be valid for a minimum of 90 days from due date of bid for acceptance.

xi. Arbitration

In case of any dispute or difference arising over the orders placed, the Arbitration clause as indicated in point 2.3 of this Tender document shall apply.

xii. Payment terms

The company has a policy of not making any advance payments. Payments will be made against your bills, to be submitted when the works described in paragraphs 1, and sub paragraphs thereof are completed, and also the deliverables mentioned in paragraph 1.5 and subparagraphs thereof of this Tender enquiry.

You will submit bills at the end of every month. The process of submitting the bills will be intimated to you in due course. Every effort will be made to make payment within 2 weeks of submission of bill subjected to verification of rates charged, submission of supporting documents and verification of the same etc.

The bills for payments (inclusive of all taxes, cess etc ) will be required to be submitted to our respective Regional offices at Mumbai, Chennai, Kolkata and Delhi for audits carried out in each of the respective regions, and payments will be made by these Regional offices.

xiii. Price variation / escalation

BPCL will not consider claims for price variations/ escalations during the tenancy of the contract, except for variation/ changes in tax structure. Invoice raised on monthly basis will incorporate taxes separately. Any upward or downward revision in taxes, as notified by authorities, will be thus passed onto BPCL.

However, the lowest Bidder will be evaluated on the basis of taxes applicable currently.

2.3 Arbitration Clause

i. Any dispute or differences of any nature whatsoever, any claim, cross claim, counter claim or set off of the corporation against the Bidder/Vendor or regarding any right, liability, act, omission or on account of the parties hereto arising out of or in relation to this agreement shall be referred to the sole arbitration of the Director (P) of the corporation or some officer of the corporation who may be nominated by the Director (P). The Vendor will not be entitled to raise any objection to any such Arbitrator on the ground that the Arbitrator is an officer of the corporation or that he has dealt with the matters to which the contract relates or that in the course of his duties as an officer of the corporation he had expressed views on all or any other matters in dispute or difference. In the event of the Arbitrator to whom the matter is originally referred being transferred or vacating his office or being unable to act for any reason, the Director (P) as aforesaid at the time of such transfer, vacation of office or inability to act may in the discretion of the Director (P) designate another person to act as Arbitrator in accordance with the terms of the agreement to the end and intent that the original arbitrator shall be entitled to continue the Arbitration proceedings notwithstanding his transfer or vacation of office or inability of original arbitrator. Such persons shall be entitled to proceed with the reference from the point at which his predecessor left it. It is also a term of this contract that no person other than the Director (P) of the corporation as aforesaid shall act as Arbitrator hereunder. The award of the Arbitrator so appointed shall be final and conclusive and binding on all parties to the agreement subject to the provisions of the Arbitration act 1996 or any statutory modification or any re-enactment thereof and the rules made there under for the time being in force shall apply to the arbitration proceedings under this clause.

ii. The award shall be made in writing and published by the arbitrator within two years after entering upon the reference or with in such extended time not exceeding further twelve months as the Sole Arbitrator shall be in writing under his own hands appoint. The parties hereto shall be deemed to have irrevocably given their consent to the Arbitrator to make and publish the award within the period referred to hereinabove and shall not be entitled to raise any objection or protest thereto under any circumstances whatsoever.

iii. The Arbitrator shall have power to order either of the parties to abide by observe and perform all such directions as the Arbitrator may think fit having regard to the matters in difference i.e. dispute before him. The Arbitrator shall have all summary powers and may take such evidence oral and/or documentary as the Arbitrator in his absolute discretion thinks fit and shall be entitled to exercise all powers under the Arbitration Act 1996 including admission of any affidavit as evidence concerning the matter in difference i.e. dispute before him.

iv. The parties against whom the Arbitration proceeding, shall be entitled to prefer a cross-claim re-set off before the Arbitrator in respect of any matter an issue arising out of or in relation to the Agreement without seeking a formal reference of Arbitration to the Director (Personnel) for such counter claim, cross claim or set off and the Arbitrator shall be entitled to consider and deal with the same as if the matters arising there from has been referred to him originally and deemed to form part of the reference by the Director.

v. The Arbitrator shall be at liberty to appoint, if necessary any Accountant or Engineer or other technical person to assist him and to act by the opinion so taken.

vi. The Arbitrator shall have to make one or more awards whether interim or otherwise in respect of the dispute and difference and in particular will be entitled to make separate awards in respect of claims or cross claims of the parties.

vii. The Arbitrator shall be entitled to direct any one of the parties if any the cost in such manner and to such extent and the Arbitrator may in his discretion determine and shall also be entitled to require one or both the parties to deposit funds in such proportion to meet Arbitrator’s expenses whenever called upon to do so.

viii. The parties hereby agree that the courts in the city of Mumbai alone shall have the jurisdiction to entertain any application or other proceedings in respect of anything arising under this Agreement and any award or awards made by the Sole Arbitrator hereunder shall be failed in the concerned courts in the city of Mumbai only.

2.4 Mutual Non-Disclosure / Confidentiality Agreement

THIS AGREEMENT is made on ……………………..by and between Bharat Petroleum Corporation Limited (BPCL) a company having its registered office at Bharat Bhavan, 4&6 Currimbhoy Road, Ballard Estate, Mumbai – 1 and …………………………………………., a company having its registered office at ………………………………….. .

i. Purpose:

BPCL and ___________________________ wish to explore a business opportunity under which each may disclose its Confidential Information to the other.

ii. Definition:

“Confidential Information” means any information, technical data, or know-how including products, services, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know how which (I) is in the possession of the receiving party at the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the disclosing party in writing.

iii. Non Disclosure of Confidential Information:

BPCL and ____________________ agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, any business relationship between the two. Neither party will disclose any Confidential Information of the other party to third parties except those directors, officers, employees, consultants and agents who are required to have the information in order to carry out the discussions of the contemplated business. The parties shall make best efforts to ensure that such directors, employees and representatives remain bound by its confidentiality and non-use obligations. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include reasonable degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party, which may come to its attention.

iv. Mandatory Discipline:

In the event that either party or their respective directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information of the other party, the party required to make such disclosure shall give prompt notice so that the other party may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the party required to make such disclosure only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.

v. Return of Materials

Any materials or documents of which have been furnished by one party to the other will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded.

vi. No Contract

Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties. Further, this agreement does not forbid either party from discussing with other third parties business propositions of a similar nature, and does not require them to exchange information regarding such discussions.

vii. Term

The foregoing commitments of either party in this Agreement shall survive any termination of discussions between the parties, and shall continue for a period of pendency of the contract.

viii. Miscellaneous

This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information of either party may not be assigned without the prior written consent of the disclosing party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

ix. Governing Law and Jurisdiction

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Republic of India, and shall be binding upon the parties hereto in India and worldwide. Courts of law within the City of Mumbai shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.

x. Remedies

Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party’s business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach by either party of any covenants and agreements set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.

2 .5 DRAFT OF SOLVENCY CERTIFICATE FROM BANKERS

(To be made on Banker’s letter head. Should be a Schedule Bank)

To

Bharat Petroleum Corporation Ltd.,

12th Floor, “E” Wing,

Cuffe Parade,

Mumbai- 400 005.

SOLVENCY CERTIFICATE

We ……( name of banker)……………do hereby certify that …( name of bidder )……, situated at…( full address) ………………., are solvent to the extent of ………………., as per …( document or type of account referred to by Banker) ………… The company has accounts with our ……….Branch, since…………., and the conduct of the account is satisfactory.

It is further notified that this certificate is being issued at the request of the company without attaching any risk and responsibility on our part in any respect whatsoever more particularly either as guarantor or otherwise.

(Signature, designation & rubber stamp)

2.6 Un – Price BID

2.6.1 Schedule of Items for Commercial bidding

i. You are required to quote your best rates against the scope of work spelled out in the tender enquiry.

ii. Retail Outlets audits

The break up of the above quote to be submitted as follows for Retail Outlets:

Consolidated rate for certification audit/ surprise audit of retail outlet etc .Only one rate should be quoted , inclusive of all over heads , taking into consideration cluster of RO s available in City/ town, and distance involved in Highway.

[The criteria used for calculating the amount and taxes, which is expected to be used in the “PRICE BID” (i.e. Section “C in Index.), is illustrated here under. This example will however not feature in the “PRICE BID” document (i.e. “C” in Index.] :

| |Work. |Quantity - No. of |Rate - in Rs. |Amount in Rs. |

|Item No. | |Audits. |(B) |(C) |

| | |(A) | | |

|1. |Audit cost for Certification or |7296 | | |

| |surprise audits / inspections of | | | |

| |RO s including all overheads, but| | |(Total amount, say “P”) |

| |excluding taxes. | | | |

| | | | | |

| |Taxes: | | | |

| |i) Service Tax | | | |

| | | | | |

| |ii) Education Cess | | |0.10 P |

|2 | |- |10% of P. | |

| | | | |0.02x0.10P=0.002P |

| | |- |2% of Service | |

| | | |Tax. | |

| |iii)S.&H. Edu. Cess | | | |

| | | | | |

| | | | |0.01x0.10P=0.001P |

| | |- |1% of Service Tax. | |

| |iv) Total Tax | | | |

| |(2 i+ 2 ii + 2 iii) | | | |

| | | | |0.103P |

| | | | | |

| |Total, including Tax. | | | |

| |( 1+ 2 iv) | | | |

| | | | |P+ 0.103P |

| | |- | |= 1.103P |

|3. | | | | |

| | | | | |

Total, including Tax, in Words:

iii. Supply location audits:

Consolidated rate for certification/ recertification / surprise audit of supply locations across the country based on parameters given in scope of work. You are requested to give your quotation for the same in the following format:

| |Work |Quantity – |Rate- in Rs. | |

|Item No. | |No. of |(B) |Amount in Rs. |

| | |Audits | |(C) |

| | |(A). | | |

|1. | PFS Certification/ |64 | | |

| |recertification or surprise | | | |

| |audits of Supply locations., | | | |

| |including all overheads, but | | | |

| |excluding taxes | | | |

| | | | |(Total amount , say “R” ) |

| |Taxes: | | | |

| |Service Tax | | | |

|2. | | | |0.10R |

| |ii) Education Cess |- |10% of R | |

| | | | | |

| | |- |2% of Service Tax |0.02x0.10R=.0.002R |

| |iii)S.&H. Edu. Cess | | | |

| | | |1% of Service Tax. |0.01x 0.10R=0.001R |

| | |- | | |

| |iv)Total Tax | | | |

| |(2i + 2ii+ 2iii) | | |=0.103R |

| | | | | |

| | | | | |

| |Total, including Tax. | | | |

| |( 1+2 iv ) | | |R+ 0.103R |

|3. | |- | |= 1.103R. |

Total, including Tax, in Words:

iv. TOTAL BID PRICE:

The total consolidated amount to be quoted here under:

|TOTAL BID PRICE (i.e. RO+ Supply location) | |

| |Amount in Rs. |

| | |

|A. RO Audit total cost | |

|(i.e. item 3 total -for RO Audit) | |

| | |

|B. Supply Point total cost | |

|(i.e. item 3 total-for Supply locations) | |

| | |

|C. Grand Total | |

|(i.e. A+B) | |

| | |

| | |

| | |

GRAND TOTAL (IN WORDS):

Please note that the least cost offer bid (i.e. Grand Total - arrived at after combining total cost for RO audit and total cost for Supply location audit, including overheads and taxes) will be considered for award of Job.

7. Integrity Pact

(To be executed on plain paper and applicable for all tenders of value above Rs. 1 crore)

INTEGRITY PACT

Between

Bharat Petroleum Corporation Limited (BPCL) hereinafter referred to as “The Principal”,

And

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

Preamble

The Principal intends to award, under laid down organization procedures, contract for Certification of PFS Retail Outlets for the Years 2009-2010 and 2010- 2011. 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, Contractor/s and Supplier/s.

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

Section 1- Commitments of the Principal

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

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

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

c) 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 relevant Anti- Corruption Laws of India, or if there be a substantive suspicion in this regard, the Principal will inform its Vigilance Office and in addition can initiate disciplinary actions.

Section 2-Commitments of the Bidder/Contractor/Supplier.

1) The Bidder/Contractor /Supplier commits itself to take all measures necessary to prevent corruption. He commits himself to observe the following principles during his participation in the tender process and during the contract execution.

a) The Bidder/ Contractor/ Supplier will not, directly or through any other person or firm, offer, promise or give to any of the Principal’s employees involved in the tender process or the execution of the contract or to any third person, any material or immaterial benefit which he/ she is not legally entitled to, in order to obtain in exchange, any advantage of any kind whatsoever during the tender process or during the execution of the contract.

b) The Bidder/Contractor/Supplier will not enter with other Bidders into any undisclosed agreement or understanding, whether formal or informal. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non- submission of bids or any other actions to restrict competitiveness or to introduce cartelisation in the bidding process.

c) The Bidder/Contractor/Supplier will not commit any offence under the relevant Anti- Corruption Laws of India; further the Bidder/Contractor/ Supplier will not use improperly, for purposes of competition or personal gain, or pass on to others, any information or document provided by the Principal as part of the business relationship, regarding plans, technical proposals and business details, including information contained or transmitted electronically.

d) The Bidder/Contractor/Supplier will, when presenting his bid, disclose any and all payments he has made, is committed to, or intends to make to agents, brokers or any other intermediaries in connection with the award of the contract.

2) The Bidder/Contractor/Supplier will not instigate third persons 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 contract award, has committed a transgression through a violation of Section 2 or in any other form such as to put his reliability or credibility as Bidder into question, the Principal is entitled to disqualify the Bidder from the tender process or to terminate the contract, if already signed, for such reason.

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

2) A transgression is considered to have occurred if the Principal after due consideration of the available evidences, concludes that no reasonable doubt is possible.

3) The Bidder accepts and undertakes to respect and uphold the Principal’s absolute right to resort to and impose such exclusion and further accepts and undertakes not to challenge or question such exclusion on any ground, including the lack of any hearing before the decision to resort to such exclusion is taken. This undertaking is given freely and after obtaining independent legal advice.

4) If the Bidder/Contractor/Supplier can prove that he has restored/ recouped the damage caused by him and has installed a suitable corruption prevention system, the Principal may revoke the exclusion prematurely.

Section 4- Compensation for Damages

1) If the Principal has disqualified the Bidder from the tender process prior to the award according to Section 3, The Principal is entitled to demand and recover from the Bidder liquidated damages equivalent to Earnest Money Deposit/ Bid Security.

2) If the Principal has terminated the contract according to Section 3, or if the Principal is entitled to terminate the contract according to Section 3, the Principal shall be entitled to demand and recover from the Contractor/ Supplier liquidated damages equivalent to Security Deposit/ Performance Bank Guarantee.

3) The Bidder agrees and undertakes to pay the said amounts without protest or demur subject only to condition that if the Bidder/Contractor /Supplier 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/Supplier shall compensate the Principal only to the extent of the damage in the amount proved.

Section 5 –Previous Transgression

(1) The Bidder declares that no previous transgression occurred in the last 3 years with any other Company in any country conforming to the TI approach or with any other Public Sector Enterprise in India that could justify his exclusion from the tender process.

(2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender process or the contract, if already awarded, can be terminated for such reason.

Section 6- Equal treatment of all Bidders/ Contractors/ Suppliers/ Subcontractors

(1) The Bidder/Contractor/Supplier undertakes to demand from all subcontractors a commitment in conformity with this Integrity Pact, and to submit it to the Principal before contract signing.

(2) The Principal will enter into agreements with identical conditions as this one with all Bidders, Contractors/Suppliers and Subcontractors.

(3) The Principal will disqualify from the tender process all Bidders who do not sign this Pact or violate its provisions.

Section 7- Punitive Action against violating Bidders/Contractors/Suppliers/ Subcontractors

If the Principal obtains knowledge of conduct of a Bidder, Contractor, Supplier or Subcontractor, or of an employee or a representative or an associate of a Bidder, Contractor, Supplier or Subcontractor which constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal will inform the Vigilance Office.

Section 8- Independent External Monitors.

(1) The Principal has appointed competent and credible Independent External Monitors for this Pact. The task of the Monitor is to review independently and objectively, whether and to what extent the parties comply with the obligations under this agreement.

(2) The Monitor is not subject to instructions by the representatives of the parties and performs his functions neutrally and independently. He reports to the Chairperson of the Board of the Principal.

(3) The Bidder/Contractor/Supplier accepts that the Monitor has the right to access without restriction to all Project documentation of the Principal including that provided by the Bidder/Contractor/Supplier. The Bidder/ Contractor/Supplier will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to this project documentation. The same is applicable to subcontractors. The Monitor is under contractual obligation to treat the information and documents of the Bidder/Contractor/Supplier/Subcontractor with confidentiality.

(4) The Principal will provide to the Monitor sufficient information about all meetings among the parties related to the Project provided such meetings could have an impact on the contractual relations between the Principal and the Bidder/Contractor/Supplier. The parties offer to the Monitor the option to participate in such meetings.

(5) As soon as the Monitor notices, or believes to notice, a violation of this agreement, he will so inform the Management of the Principal and request the Management to discontinue or heal the violation, or to take other relevant action. The Monitor can in this regard submit non- binding recommendation. Beyond this, the Monitor has no right to demand from the parties that they act in a specific manner, refrain from action or tolerate action. However, the Independent External Monitor shall give an opportunity to the Bidder/Contractor/ Supplier to present its case before making its recommendations to the Principal.

(6) The Monitor will submit a written report to the Chairperson of the Board of the Principal within 8 to 10 weeks from the date of reference or intimation to him by the ‘Principal’ and, should the occasion arise, submit proposals for correcting problematic situations.

(7) If the 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 Monitor may also transmit this information directly to the Central Vigilance Commissioner, Government of India.

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

Section 9- Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Contractor/Supplier 12 months after the last payment under the respective contract, and for all other Bidders 6 months after the contract has been awarded.

If any claim is made/ lodged during this time, the same shall be binding and continue to be valid despite the lapse of this pact as specified above, unless it is discharged/ determined by Chairperson of the Principal.

Section 10- Other provisions

(1) This agreement is subject to Indian Law. Place of performance and jurisdiction is the Registered Office of the Principal, i.e. Mumbai. The Arbitration clause provided in the main tender document/ contract shall not be applicable for any issue/ dispute arising under Integrity Pact.

(2) Changes and supplements as well as termination notices need to be made in writing. Side agreements have not been made.

(3) If the Bidder/Contractor/Supplier is a partnership or a consortium, this agreement must be signed by all partners or consortium members.

(4) Should one or several provisions of this agreement turn out to be invalid, the remainder of the agreement remains valid. In this case, the parties will strive to come to an agreement to their original intentions.

………………………….. ……………………………………..

For the Principal For the Bidder/Contractor/ Supplier.

Place …………………….. Witness 1 :………………………….

(Signature/Name/ Address)

Date ………………… Witness 2 :…………………………

(Signature/Name/ Address)

INDEX

(continued)

CONTENTS PAGE

C. TENDER DOCUMENT : PRICE BID

3. Price Bid

3.1 Schedule of Items for Commercial Bidding. .. 36

3. TENDER ENQUIRY: PRICE BID

3.1 Schedule of Items for Commercial bidding

i. You are required to quote your best rates against the scope of work spelled out in the tender enquiry.

ii. Retail Outlets audits

The break up of the above quote to be submitted as follows for Retail Outlets:

Consolidated rate for certification audit/ surprise audit of retail outlet etc .Only one rate should be quoted , inclusive of all over heads , taking into consideration cluster of RO s available in City/ town, and distance involved in Highway.

| | Work. |Quantity - No. of Audits.|Rate- in Rs. |Amount in Rs. (C) |

|Item No. | |(A) | | |

| | | | | |

| | | |(B) | |

| | | | | |

|1. |Audit cost for Certification or |7296 | | |

| |surprise audits/inspections of| |______________ |____________________ |

| |RO s including all overheads, | | | |

| |but excluding taxes. | | | |

| | | | | |

| |Taxes: | | | |

| |i) Service Tax | | | |

| | | | | |

| | | | | |

|2 |ii) Education Cess |- |10% of Amount (i.e. C).| |

| | | | |____________________ |

| | | |2% of Service | |

| |iii)S.& H. Edu. Cess |- |Tax. | |

| | | | |____________________ |

| | | |1% of Service Tax. | |

| |iv) Total Tax |- | | |

| |(2 i+ 2 ii + 2 iii) | | |____________________ |

| | | | | |

| | | | | |

| |Total, including Tax. | | | |

| |( 1+ 2 iv ) | | | |

| | | | | |

| | |- | | |

| | | | |_____________________ |

| | | | | |

|3. | | | | |

| | | | | |

Total, including Tax, in Words:

iii. Supply location audits:

Consolidated rate for certification/ recertification / surprise audit of supply locations across the country based on parameters given in scope of work. You are requested to give your quotation for the same in the following format:

| |Work |Quantity – |Rate- in Rs. | |

|Item No. | |No. of Audits|(B) |Amount in Rs. |

| | |(A). | |(C) |

| |PFS certification/ | | | |

|1. |recertification or surprise |64 | | |

| |audits of Supply locations., | |____________ |___________________ |

| |including all overheads, but | | | |

| |excluding taxes | | | |

| | | | | |

| |Taxes: | | | |

| | | | | |

| |i)Service Tax | | | |

|2. | | | | |

| | | | | |

| | |- |10% of Amount (i.e. | |

| |ii) Education Cess | |C) |___________________ |

| | | | | |

| | | |2% of Service Tax | |

| |iii)S.&H. Edu. Cess |- | | |

| | | |1% of Service Tax. |___________________ |

| | | | | |

| |iv)Total Tax |- | | |

| |(2i + 2ii+ 2iii) | | |___________________ |

| | | | | |

| |Total, including Tax.( 1+2 iv )| | | |

| | | | |___________________ |

| | | | | |

|3. | |- | | |

| | | | |___________________ |

Total, including Tax, in Words:

iv. TOTAL BID PRICE :

The total consolidated amount to be quoted here under:

|TOTAL BID PRICE (i.e. RO +Supply location): | |

| |Amount in Rs. |

| | |

|A. RO Audit total cost | |

|(i.e. item 3 total -for RO Audit) |___________________ |

| | |

|B. Supply Point total cost | |

|(i.e. item 3 total-for Supply locations) |____________________ |

| | |

| | |

|C. Grand Total | |

|(i.e. A+B) |____________________ |

| | |

| | |

| | |

GRAND TOTAL, (IN WORDS):

Please note that the least cost offer bid (i.e. Grand Total arrived at after combining total cost for RO audit and total cost for Supply location audit, including overheads and taxes) received will be considered for award of Job.

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