CIVIL AND MECHANICAL JOBS FOR DYKE AT KOYALI INSTALLATION

(To be executed on plain paper and applicable for all tenders of value above

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

………………………..hereinafter referred to as "The

Bidder/Contractor/Supplier"

The Principal intends to award, under laid down organization procedures,

contract/s for ………………..The Principal values full compliance with all

relevant laws and regulations, and the principles of economic use of

resources, and of fairness and transparency in its relations with its Bidder/s,

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

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

c) The Principal will exclude from the process all known prejudiced

(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 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 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

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/

(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 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 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

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 this 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/

Place ……………… Witness 1 : ………………

(Signature/Name/Address)

Date ………………. Witness 2 : ………………

(Signature/Name/Address)