CONST OF NRO JNPT DIST RAIGAD

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

Bharat Petroleum Corporation Limited (BPCL) hereinafter referred to as "The Principal"

....................................................................... hereinafter referred to as "The Bidder/ Contractor/ Supplier"

The Principal Entends to award, under laid down organization procedures, contract/s for

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 goa]s, the Principal cooperates with the renowned international Non-

Governmental Organization "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 ot the Principal, personally or through family members, will in connection with the

tender, or the execution of the contra¢t, demand, take a promise for or accept, for himself/ herself

or third person, any materlal 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 commit 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 cartelization in the bidding process.

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.

(e) The Bidder/Supplier/Contractor shall make sure that the terms of this integrity Pact are also

adopted by its sub-contractors, sub-sub-contractors etc, if any and submit such adoption

confirmation proof to the Principal.

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

1. If the Bidder/ Contractor/ Supplier have committed a transgression through a violation of Section

su¢h 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 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

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

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 undertake to demand from all subcontractors a commitment in

conformity with this Jntegrity 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

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 CVC 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 confidentially.

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 t!ne 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

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 va|id 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.

Should one or several provisions of this agreement turn out to be invalid, the remainder of this

agreement remains valid. In this case, the parties will strive to come to an agreement to their original

5. Any Bidder/Contractor/Supplier entering into Integrity Pact, aggrieved by any decision/action of the

Principal, shall approach the IEMs and await their decision before pursuing any other remedy available

FO F the Principal for the Bidder/ Contractor/ Supplier

(Signature/ Name/ Address)

(Signature/ Name/ Address)

The Independent External Monitor (IEM) should be contacted on their mobile /emaiI, only if there are

any complaints related to the tender. Details of IEM (appointed by CVC) are mentioned below-

Shri Ramabbadran Ramanujam Shri Jagadip Naravan Singh Shri Anupam Kulshreshtha

ADDRESS ADDRESS ADDRESS

C- 54, Bharatendu

44/24, 3rd trust Cross Street, B-3/3, ‘Yarrows Apartments’,

Harischandra Marg,

Mandavelipakkam, Plot C-58/5, Sector

Chennal 600028 Noida, UP -201309

[email protected] [email protected] [email protected]