PART I

Consultancy for selection of firm to install and commission 30 MW capacity Gas Turbine at RCF Thal.

INSTRUCTIONS TO BIDDER
Gas Turbine/Consultancy/NIT/12

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Index
Page 3 4 6 6 10 10 11 13 17 17 18 19 20 20 22 23 25 25 26 27 29 31 32 33 34

Title
1 3 5 6.5 13 14 18 1 2 3 4 5 6 7 8 9 10 11 12 NIT Part I Instruction to Bidder General Submission of Bids Validity Time Schedule Pre Qualification Criteria Bid Evaluation Correspondence NIT Part II Technical Scope and Commercial Conditions Scope of Work Bidders Obligation Owners Obligation Fees Payment Terms Mutually agreed Damage Force Majeure Confidentially Settlement of Dispute Termination of Work Order Miscleneous Notices Annexure-A Format for Bank Guarantee for Security Deposit Annexure B List of RCF Approved Banker for BG Annexure C Format For Schedule of Deviation from NIT Annexure D Indicative content of TEFR for Gas turbine Annexure E Indicative content for DFR Annexure F Financial Analysis- Report Content

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1.0

GENERAL Wherever the term RCF is used herein it shall mean Rashtriya Chemicals and Fertilisers Limited Thal as decribed in clause 1.1 of NIT Part II Where the term BIDDER, TENDERER, CONSULTANT is used, it shall mean the person or organisation responding to RCFs request for quotation herein contained and shall include his legal representatives, successors and assignees. RCF intend to install Gas Turbine for 30MW capacity at their Thal Unit. For this purpose RCF has invited offers vide paper advertisement based on open Bidding System. Now, RCF intends to appoint a consultant to prepare Techno economic feasibility report, assist RCF in evaluation of the offers finalisation and selection of the Most Preferred Bidder for supply of Gas Turbine ,preparation of a Detailed Feasibility Report for the Project, to aid investment decision .

2.0 2.1

ACKNOWLEDGEMENT OF NIT AND CLARIFICATION: BIDDER is requested to intimate RCF as soon as possible their willingness to BID. In case of any clarification on NIT, the BIDDER shall approach RCF in writing by fax, email or by letter and RCF will provide the information required in writing. However, failure to receive any addendum or clarification shall not relieve the BIDDER of any of the obligations stipulated in the NIT. Any amendments made to NIT shall be posted on the companys website (www.rcfltd.com). The BIDDER will acquaint himself with the conditions / limitations and official regulations under which or conforming to which the services are to be performed and should carefully examine all the information as may be furnished to them in writing from time to time. Failure to comply with above requirement will not relieve the BIDDER of his obligations in the event of his BID being accepted. Unless otherwise specifically stated in the BID, it will be assumed that all terms and conditions of NIT are accepted by the BIDDER without any reservations.

2.2

2.3

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3.0 3.1

SUBMISSION OF BIDS BIDS are to be submitted in four sets (copies). BID should be clearly marked with RCFTHAL/GT Consultancy/BID. The BIDS should be in English. BIDS are to be submitted in one sealed envelope containing four sealed covers, as detailed below.

3.2 3.3

3.3.1 TECHNICAL BID FIRST SEALED COVER The first inner sealed envelope should contain all the four copies of technical details of the BID by clearly specifying the NIT reference RCFTHAL/GT Consultancy/BID. The cover should be clearly marked TECHNICAL BID. The BIDDER shall submit following details in the Technical BID: Similar work/projects handled by it along with description, location, nature of project, power generated from those projects, nature of service offered by the BIDDER in the execution of each of the projects and actual time taken for each project. The BIDDER shall also provide Name of parties for whom orders have been executed with address and dates of works executed starting from latest, scope and value of such work, Key person contacts of these projects. A copy Work Order/ completion certificate, etc shall be submitted as documentary evidence in support of the work experience. Organizational set up of the BIDDER and number of employees working Year of establishment and incorporation certificate of the Company. Copy of PAN, TAN Certificates & Service Tax Registration No. Audited accounts (Balance Sheet and Profit and Loss Account) for the last 3 years. Income Tax returns filed for the last 3 years.

3.3.2 EMD SECOND SEALED COVER The second sealed inner envelope should contain EMD for Rs 35750/- (in the form of Demand Draft) in name of Rashtriya Chemicals & Fertilizers Ltd. The Demand draft shall payable at State Bank of India Thal Vaishet Brance (Branch code 7289) The Cover should clearly marked EMD

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3.3.3 UNPRICED COMMERCIAL BID THIRD SEALED COVER The third sealed envelope should contain four copies of commercial BIDS by clearly specifying the NIT reference RCFTHAL/GT Consultancy/BID) Price Format with price figures duly blanked out documents sought in this NIT and deviations, if any, to this Notice Inviting BID. THE COVER SHOULD BE CLEARLY MARKED UNPRICED COMMERCIAL BID. 3.3.4 COMMERCIAL BID WITH PRICES FOURTH SEALED COVER The fourth sealed inner envelope should contain four copies of the commercial BIDS with price details clearly specifying the NIT reference RCFTHAL/GT Consultancy/BID). THE COVER SHOULD BE CLEARLY MARKED COMMERCIAL BID WITH PRICES. Priced commercial BID should be in the same format as Unpriced commercial BID except for the numbers filled in. BIDDER may note that in case these are found different, the BID is liable for rejection. 3.4 All the four envelopes should be covered in an outer envelope duly sealed. All these 5 envelopes should be properly identified with RCFs NOTICE INVITING BID NUMBER RCFTHAL/GT Consultancy/BID due date and Name of BIDDER. Outer cover containing all the BIDS should be addressed to: Dy.General Manager(URP) Rashtriya Chemicals & Fertilisers Ltd., Thal Unit, Thal Taluka Alibag, Dist Raigadh Maharastra (INDIA). Pin:4022 08 Phone. : (02141) 238083/ 238059 FAX : (02141) / 238206/238091 e-mail : abkhare@rcfltd.com 4.0 4.1 BID OPENING BIDS will be opened in 2 stages: Stage-I: EMD,Technical and un-priced commercial BIDS, Stage-II: Commercial BID with prices. The EMD, technical and un-priced commercial BIDS (Stage-I) will be opened on date fixed by OWNER. The Bids not accompanied by EMD will be
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3.5

4.2

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summarily rejected. 4.3 The commercial BID with prices shall be opened after the corresponding technical and Unpriced commercial BIDS are scrutinised and clarifications obtained from all BIDDERs for bringing all of them acceptable technically and at par commercially. Based on clarifications, the BIDDER may be required to submit, add on or take off bid in same price format, in sealed cover. Un-priced copy of add on/take off bid shall also be submitted. These add on/take off bids shall be opened along with originally submitted Priced bid. Please note that add on/take off bid shall not contain original price any where. 5.0 Validity of BIDS All BIDS should be kept valid for acceptance for 180 days from the closing date of the final revised commercial BID with prices (Stage-II). 6.0 6.1 6.2 6.3 Technical BID NOTICE INVITING BID No. : RCFTHAL/GT Consultancy/BID Scope of Work which shall conform to NIT Part II with details. Certificate that the technical BID is in total conformity with NIT and if not the list of exclusion/deviations & reasons thereof is included. All Deviations shall be listed at one place under Schedule of Deviations as per format given in Annexure C. Deviation mentioned elsewhere/in any other form will not be considered. 6.4 Should the BIDDER consider that compliance with any requirements of the Specification would render the SCHEME unsuitable, he shall submit a proposal or proposals for modifying the requirements and shall include these in the "Schedule of Deviations" from the specification. TIME SCHEDULE a) The Consultant shall deliver the final TEFR within delivery period of three months from the date of issuance of LOI. RCF shall take 3 weeks from the date of submission/presentation of draft TEFR to RCF, for giving

4.4

6.5

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comments on draft TEFR. Any additional time taken by RCF for giving comments on draft TEFR more than 3 weeks shall be excluded from the delivery period. b) The Consultant shall deliver the DFR within delivery period of eight months from the date of issuance of LOI. Draft DFR shall be submitted much in advance for giving their comment/suggestion. RCF shall take 3 weeks from the date of submission/presentation of draft DFR to RCF, for giving comments on draft TEFR. Any additional time taken by RCF for giving comments on draft DFR more than 3 weeks shall be excluded from the delivery period. RCF shall also take 3 weeks for giving approval for starting phase two activity from date of submission of final TEFR. Any additional time taken by RCF for giving approval for starting phase two activity more than 3 weeks shall also be excluded from the delivery period. c) BIDDER shall provide the time schedule in the form of bar graph indicating start and end of each activity for all activities under the scope of work up to preparation of Detailed Feasibility Report(DFR). d) BIDDER shall also provide the time schedule in the form of bar graph indicating start and end of each activity for implementation of the project. Time Schedule for consultants activities mentioned by the bidder under 6.5.c shall be guaranteed by them. If fail to submit DFR within guaranteed time they have to pay mutually agreed damages as mentioned under article 6 of NIT Part II. Bidder who is quoting more time than indicated under 6.5.c shall be loaded suitably. 7.0 UNPRICED COMMERCIAL BID The unpriced commercial BID shall contain all the commercial elements with Prices Blankout. NOTICE INVITING BID No. : RCFTH/GT Consultancy/BID Copies of Commercial BID without prices with prices blanked out. The BIDDER shall quote fees as per format provided in article 4 Part II of NIT.
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7.1 7.2

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7.3

Statement that the liquidated damages, Force Majeure clauses and standard terms and conditions are agreed (as per general information / instruction and other terms and conditions in NIT). Statement that the security deposits and performance guarantee as per NIT is agreed. Certificate that the offer is in total conformity with NIT and if not, list of deviations, of all aspects such as basis of quotation, technical BID, terms, guarantees, liabilities etc. under " Schedule of Deviations" as per format given in Annexure C. Commercial BID with Prices NOTICE INVITING BID No. : RCFTHAL/GT Consultancy/BID The BIDDER shall quote lump sum fees for each items in the price format, indicating all the applicable taxes and duties. Certificate that quotation is valid for 120 days from the BID closing date of the commercial BID (Stage-II). Certificate that the quotations are firm and not subject to any change whatsoever including all taxes, service tax, duties, levies etc before price bid opening. Any revision in taxes, duties, levies etc after price BID opening till contractual time will be to RCFs account. Any changes in the same beyond the contractual period will be to BIDDERs account. SECURITY CUM PERFORMANCE BOND The successful BIDDER (CONSULTANT) shall submit to RCF within 15 days of letter of intent, security deposit of 10% of the contract value valid for 12 months. The Security Deposit may be given in the form of bank guarantee , as per proforma given in Annexure A. The list of approved Banks is enclosed at Annexure B. In case of Bank Guarantee from foreign bank the same has to be confirmed by any nationalised bank. The confirmation charges, if any, for confirmation of Bank Guarantee, shall be borne by the BIDDER. The bank guarantee furnished towards security deposit shall be valid till completion of contract period plus six months towards faithful performance of the contract.

7.4

7.5

8.0 8.1 8.2

8.3

8.4

9.0 9.1

9.2

9.3

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10.0

Transmission of BIDS BIDS shall be mailed by registered post or delivered through courier or personally so as to reach the Office of the Dy. General Manager(URP) on or before the date specified. In their own interest, BIDDERs are advised to notify RCF by fax of the time, date and place of dispatch of BIDS.

11.0

BID PREPARATION AND SUBMISSION EXPENDITURE The BIDDER shall bear all costs associated with the preparation and submission of the BID including any visits to the site. Whether or not the BID is accepted or even if RCF withdraws the BID invitation, the BIDDER shall not be entitled to claim any cost, charges, expenses etc, in connection with the submission of the BID.

12.0 12.1

BID QUOTATION BIDDER shall quote all figures, abbreviations, including percentages in figures as well as in words. Where there is a difference between these, the rates given in words shall prevail. Erasures or over writing of any kind in the BID may render the BID to outright rejection. Where necessary, the original figures and words should be scored out and corrected figures and words written again. The BIDDER shall have to attest the corrections. In case of difference between words and figures, words shall prevail. In case of calculation error final value shall prevail irrespective of rates mentioned in word or figures.

12.2

PRICE ADJUSTMENT / ESCALATION The quotes or any other terms mentioned in the BID should be firm and subject to no changes whatsoever for the entire CONTRACT PERIOD. BIDDER shall not be allowed to rescind the terms and conditions of BIDDING after priced BID opening.

12.3

SIGNING OF BIDS The BIDS shall be signed by legally authorised principal officer of the BIDDER.

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13.0 13.1

PRE_QUALIFICATION CRITERIA Bidder must be experienced consultancy service firm based in India and engaged in providing services of detailed engineering for Gas Turbine based power project/Co generation of power and Steam systems. Bidder must have carried out three similar consultancy services each for at least 20 MW capacity of Gas Turbine for co-generation system on LSTK contract basis during last five years. Bidder must have an annual average turnover of not less than 10 Crores from Consultancy services during last three years ie 09-10,10-11 & 11-12. Bidder should submit the audited annual report for above mentioned three years. BID EVALUATION BID shall be evaluated only for prequalified BIDDERs. Technical and Unpriced commercial part shall be evaluated to confirm : Compliance with NIT terms. BIDDERs individual experience in executing similar jobs. The BIDDER shall furnish detailed clarification on all points sought by RCF. Within the time period specified while seeking clarification. Total cost to RCF will be arrived by the fees indicated in priced bid format given under clause 4.2 NIT Part II. For calculation of total cost to RCF, sum of the cost indicated under clause 4.2(1), 4.2(2), 4.2(3), 4.2(4), 4.2(5) and one time cost of 4.2(6) of NIT Part II shall be considered Bidder quoting additional time required for draft DFR submission than indicated under 6.5.c shall be loaded suitably. The BIDDER whose total evaluated cost including taxes & duties including other cost to RCF is lowest will qualify for the award of LOI by RCF subject to other conditions as evaluated by RCF on completeness as acceptable to RCF. Merely being lowest may not qualify the bidder for being successful. Letter of Intent (LOI) On the BID being accepted by the OWNER, Letter of Intent will be issued by RCF. RCF will also issue detailed work order indicating detailed terms and condition of the work order within 45 days from the date of LOI. The Time Schedule of the BIDDER shall be applicable from the date of LOI.

13.2

13.3

13.4

14.0 14.1

14.2

14.3

14.4

15.0

16.0

BIDDERS OBLIGATION To conform to scope of work specified in the NIT and ensure that it is in

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accordance to the completion schedule provided by him, so as to complete work within the schedule quoted by the BIDDER. 17.0 RCFS RIGHTS RCF will exercise unqualified and unrestricted right to reject any or all the BIDS or accept any of the BIDS in full or part. 18.0 CORRESPONDENCE All correspondence in respect of the invitation to BID should be made in English quoting NIT reference number appearing on the front page. Correspondence should be addressed to: Dy. General Manager (URP), Rashtriya Chemicals & Fertilisers Ltd., Thal Unit, Thal Taluka Alibag, Dist Raigadh Maharastra (INDIA). Pin:4022 08 Maharastra (INDIA). Phone. : (02141) 238083/ 238059 FAX : (02141) / 238206/238091 E-mail : abkhare@rcfltd.com

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PART II
Consultancy for selection of firm to install and commission 30 MW capacity Gas turbine at RCF Thal.

TECHNICAL SCOPE AND COMMERCIAL CONDITIONS

Gas Turbine/Consultancy/NIT/12

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1.0 1.1

PREAMBLE RASHTRIYA CHEMICALS & FERTILIZERS LIMITED, a company registered under the Companies Act, 1956 having its registered office at Priyadarshini, Eastern Express Highway, Mumbai 400 022, India The OWNER is a profit making Public Sector Company with an annual turnover of over Rs. 6500 crore (approx. US$ 1200 million) and operates two manufacturing Units one at Trombay and another at Thal, producing fertilizers like urea, complex fertilizers and host of chemicals. RCF Thal Unit is located around 100 Km away from Mumbai. It is near to town Alibaug. (hereinafter referred to as RCF or OWNER ), which expression shall unless repugnant to the context or contrary to the meaning thereof include its successors and permitted assignees.

RCF Thal unit has two Turbo Generating set of 15 MW each. RCF Desire to enhance efficiency of power production by installing Gas turbine/turbines of required capacity. Owner now desire to appoint a experience consultant to assist RCF conceptualize and execute this project. 1.2 Scope of Work RCF invites offer from the BIDDERS for consultancy to undertake the following services:

Sr. No. A 1

Description Phase one Study of RCF Systems

Consultant shall study RCF steam network and its usage at different pressure level(105,40,12,2.5) in different plant of RCF Thal unit Consultant shall study RCF Electrical network and usage at different Voltage level(11 KV/3.3 KV/440 V etc) in different plant of RCF Thal unit Consultant shall study future requirement of steam and power at RCF Thal Consultant shall study normal and emergency period, consumption of steam in different plants. Consultant shall study normal and emergency period

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consumption of Electric Power in different plants. Consultant shall study current strategies as existent in RCF Thal unit for managing emergency situation like tripping of boiler/tripping of plants/Tripping of TG etc for steam supply. Consultant shall study current strategies an existent in RCF Thal unit for managing emergency situation like tripping of TG/tripping of plants etc for power supply The consultant shall prepare schemes for various options for implementation of Gas Turbine which may include optimum utilization of existing Turbo Generator
Consultant shall study and prepare revised strategies for managing steam supply in emergency situations like tripping of boiler/tripping of various plants or tripping of Gas turbine for various alternatives. Consultant shall study and prepare revised strategies for managing power supply in emergency situations like tripping of Plants/tripping of Gas turbine for various alternatives.(Load shedding scheme & Islanding scheme) Consultant shall prepare strategies for meeting steam and power needs during schedule maintenance of Gas Turbine. Consultant shall prepare proposed steam balance for all the alternatives

Preperation Techno Economic Feasibility Report

Consultant shall provide RCF for proposed capacity and number of Gas turbine to be installed at RCF Thal unit and also present other alternatives along with its advantages and disadvantages Consultant shall propose steam generation pressure from exhaust gas of Gas Turbine Consultant shall advise RCF for modifications required to carry out in their steam and electrical system in order to smoothly integrate Gas turbine system to be supplied by Vendor Consultant shall prepare detailed cost estimates for supply, services & other modification required by RCF for civil, mechanical, electrical and other items. Consultant shall prepare a draft Techno economic feasibility report for various alternative proposed by them Techno economic feasibility report shall consist of details given in Annexure D Consultant make power point presentation to RCF management for making them understand the advantages and disadvantages of various alternatives(May be more than once) at either at THAL or at Mumbai office of RCF.

RCF shall choose the best alternative suggested by Consultant The consultant shall prepare final TEFR after incorporating suggestion given by RCF. RCF management shall deliberate and if found viable approve the techno economic feasibility report for floating tender for installation of gas turbine.

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If the RCF management choose not to implement the project they shall inform the consultant about their decision and project shall be closed after this activity

B 3

Phase 2 Preperation Notice Inviting Tender for LSTK Supply of Gas Turbine
After getting approval from RCF Management for starting activities of phase 2, Consultant shall in consultation with RCF, prepare Tenchnical/commercial documents for Inviting offers for supply, installation and commissioning of Gas turbine of require capacity and numbers on LSTK basis in Two/ Three bid system The Tender documents shall consist of, but not limited to Pre-qualification criteria for bidders of gas turbine Technical specification of gas turbine Scope of Work for Bidders of Gas turbine Design basis Tender documents shall indicate the protection required for the Gas turbines regarding high voltage, short circuiting, tripping of boiler/Gas Turbine or sudden increase/decrease in demand of steam or power or both. Spare part requirement Warantee/Guarantee required Proposed Sustain load and Guarantee test procedure After sales service requirement Informations required in the bid documents Technical Loading criteria of bids Bid evaluation procedure RCF may modify above tender document to suit its requirement/ internal procedure RCF will float NIT for inviting offers for supply and installation, commissioning of Gas Turbine on LSTK basis.

4.

Evaluation of Tender in response to our NIT

Consultant shall assist RCF in Tender Evaluation for gas turbine. Pre qualification bid evaluation

Consultant shall submit Prequalification recommendation of all the bidder who have submitted their bid in response to RCF NIT Technical Bid evaluation Deviation study & suggestion Warranty and Guarantee Study and suggestions Supplier Selection Agreement/order drafting For Installation Job to selected bidder. Consultant shall advise and ensure all the protection norm and practices prevalent in the industry offered by the bidders regarding high voltage, short circuiting etc. Advising OWNER about Quality Control Plan, inspection to be carried out during manufacture , transport and installation of Gas Turbine equipments.

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Listing and scheduling the statutory approvals required by OWNER to install and operate Gas Turbine. Finalizing the detailed procedure for sustained load test and guarantee test. Consultant shall submit his Prequalification and Technical recommendation at appropriate time to facilitate RCF for final selection Vendor for supply and installation Gas turbine system on LSTK bidder. After receipt of technical recommendation from consultant priced bid of Technically acceptable parties shall opened as per RCFs procedure. RCF shall carry out commercial evaluation for arriving at preferred bidder. Preparation of Bankable DFR Consultant shall prepare detailed feasibility report for the entire project based on the cost indicated by preferred bidder. This will help RCF in taking investment decision. The content of the detailed feasibility report shall be but not limited to as given in the Annexure E The Consultant has to submit the soft copy of report with formula in MS Excel software format. After taking view of RCF Consultant shall submit DFR report to RCF. Consultant may be require to give power point presentation on technical/commercial aspect or on draft DFR/DFR of the project on more than one occasion either at THAL or at Mumbai office to RCF management. If project is found feasible by RCF Management, consultant shall be informed about its approval.

C
5

Phase 3
Once the approval RCF management has been obtained. RCF shall issue LOI to selected bidder. Consultant shall then prepare detailed purchase order. Consultant shall forward the detailed purchase order to RCF for it issuance to selected Vendor of Gas Turbine. Consultant shall assist RCF in raising loan by modifying the Detailed Feasibility Report as demanded by the Bankers.

Consultant shall advise RCF on Various technical matter like deviations to NIT, suggestion on modifications in steam and Power schemes, Warrantee/Guarantee, Steam & Power utilization strategies, Operation and maintenance issues for Gas Turbine.

After completion of each Phase of activities RCF shall examine the viability of project and after ascertaining the project viability, issue a letter intimating CONSULTANT either to close the project or to start activity of next phase.

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2.0 2.1

BIDDERs OBLIGATIONS Outline of Work The BIDDER shall follow the Scope of Work broadly indicated in the Article 1.2. The CONSULTANT shall provide above services for entire CONTRACT PERIOD. Time Schedule BIDDER shall indicate and guarantee the time schedule of the project till Submission of Final Bankable DFR .

2.2

2.3

3.0 3.1 3.2

OWNER'S OBLIGATIONS OWNER shall be responsible for fulfilling all obligations as specified in this Article 3.0 as follows: The OWNER shall provide data and information as may be available from the Bidders and assist the CONSULTANT to finalise information concerning the project documents. RCF shall provide required approval/information to consultant after completion of each phase of activity

3.3

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4.0 4.1 4.2

FEES The BIDDER shall quote lumpsum fees for carrying out the WORK, indicating all the taxes and duties applicable. Any variation in taxes, Service taxes, duties, levies etc after award of job but within Time schedule mentioned in clause 6.5.a NIT part one shall be to the account of RCF. Any variation in taxes, Service taxes, duties, levies etc beyond Time schedule shall be to CONSULTANTs account.

Table For Breakup

Item Decription 1 Fees for submission of Techno Economic Feasibility Reports

and its presentation Management. to RCF

Basic Fees

Service Total Lump tax @ Sum Fee Rs.

Fees for preparing Tender documents for Installation of Gas Turbine on LSTK basis Fees for Technical evaluation of Bidders for Gas Turbine. Preparation Bankable Detailed Feasibility Report for Project of Installation of Gas Turbine Preparation of Technical part of Purchase order for successful bidder for RCFs Gas Turbine project. Additional fees for making presentation on TEFR/DFR more than three times at Thal or Mumbai office (For evaluation one such fees shall be considered) Total(1+2+3+4+5+6)

3 4

7 4.3

Additional fees mentioned in 4.2(6) shall be counted paid only for visit related to PPT presentation regarding either TEFR or DFR to RCF management after
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written request from RCF. This fees shall not be payable for any other visits. 4.4 In addition to above whenever consultant visit RCF Thal site, consultant shall be provided accommodation in RCFs Guest House, subject to availability for lodging and boarding facility along with local transport assistance at RCF Thal unit, free of charge. No such facility shall be available for visit to Mumbai office Payment Terms:

5.0

5.1 The BIDDER shall receive the, payment under the Work Order as follows: within 30 days from receipt date of receipt of bill after completion of the milestones. Milestones 1 Fees for submission of Techno Economic Feasibility Reports and its
presentation to RCF Management.

Payment of Fee Quoted fees under 4.2(1) or 20% of quoted fee under clause 4.2(7) which ever is lower. Quoted fees under 4.2(2) or cumulative 40% payment of quoted fee under clause 4.2(7) which ever is lower.

.Issue of Tender documents by RCF to Gas turbine suppliers

Submission of Technical Quoted fees under 4.2(3) or Recommendation of the Bidders along cumulative 65% payment of with evaluation criteria quoted fee under clause 4.2(7) which ever is lower. Submission of Final bankable DFR Quoted fees under 4.2(4) or cumulative 90% payment of quoted fee under clause 4.2(7) which ever is lower. All balance payment of applicable quoted fee under clause 4.2(7) should be released

Issuance of Technical part of Purchase order to successful bidder for RCFs Gas Turbine Project

5.2

In case the project is close after completion scope of work indicated under phase one as indicated in clause 1.2 NIT Part II, complete fees quoted at 4.2(1) shall be paid within 30 days of RCF informing closer of project and submission of invoice by party.

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5.3

In case the project is close after completion scope of work indicated under phase two as indicated in clause 1.2 NIT Part II, all the fees quoted at 4.2(1),4.2(2),4.2(3) ,4.2(4) and applicable fees quoted under 4.2(6) shall be paid within 30 days of RCF informing closer of project and submission of invoice by party. MUTUALLY AGREED DAMAGES For any delay in completion of WORK solely attributable to CONSULTANT beyond the agreed time schedule at the time of award of job, CONSULTANT shall pay Mutually agreed damage at the rate of 0.5% for each week or part thereof up to maximum of 5%. FORCE MAJEURE Neither CONSULTANT nor OWNER shall be considered in default in the performance of their obligations under WORK ORDER, so long as such performance is prevented or delayed by Force Majeure. Force Majeure shall be understood to be any cause beyond the reasonable control of the Party affected including (without limitation) Acts of God, severe earthquake, typhoon, cyclone (except monsoon), floods, lightning, land-slide, fire, explosion, plague, epidemic, strike, lockout, sabotage, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, trade embargoes, restraining order control, destruction, or requisition by order of any Government or any public authority. If a Party is rendered wholly or partly unable to perform, or is adversely affected in the performance of, its obligations as a result of a Force Majeure, the Asserting Party shall be excused from whatever performance is affected by such Force Majeure Excused Event to the extent so affected, provided that: (i) the Party shall immediately notify the other Party of its suspension of performance as a result of such Force Majeure, which notice shall be acknowledged in writing as soon as possible, but in any event within ten (10) Business Days of the occurrence of such Force Majeure Excused Event and which notice shall contain statement of the nature, anticipated duration and expected impact on compliance with this Contract as a result of such Force Majeure; the suspension of performance shall be of no greater scope and of no longer duration than that caused by such Force Majeure Excused Event;

6.0 6.1

7.0 7.01

7.02

(ii)

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(iii)

no obligation of the Asserting Party that should have been carried out prior to such Force Majeure shall be excused as a result of such Force Majeure.

7.03

The Parties shall use their reasonable efforts to minimize the consequences of any Force Majeure Excused Event and resume in full their performance under the WORK ORDER upon the cessation of such Force Majeure. When the Force Majeure ceases to exist, the Asserting Party shall notify the other party immediately after it ceases to prevent or delay it in performing its obligations as a result of Force Majeure Excused Event and resume full performance of its obligations hereunder. During the period of suspension in Article 10.02, both parties must use their best endeavours to overcome or mitigate the effects of the Force Majeure Excused Event. This may include incurring reasonable expenditure, rescheduling resources or implementing appropriate measures.

7.04

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8.0 8.1

CONFIDENTIALITY The parties shall undertake with each other to ensure that all information received by them relating to the respective businesses of the OWNER and the CONSULTANT will not be disclosed to any third party other than with the prior consent in writing of the party to which this information relates; Subject to this Article 8.0 and except with the prior consent in writing of the other party a party will not use or disclose to a third party any financial or other information relating to one or both of the parties which has been or may in the future be provided to a party directly or indirectly in connection with giving effect to the provisions of WORK ORDER; The obligation to observe the confidentiality provisions do not apply to information:

8.2

8.3

8.3.1 That is or becomes contained in a publication available to the general public through no wrongful act of the party concerned; 8.3.2 That is in or comes into the public domain through no wrongful act of the party concerned; 8.3.3 That is at the time of disclosure already known by the person to whom disclosure is made unless that knowledge is subject to a restriction as to use or disclosure imposed on that person; 8.3.4 That is required to be disclosed by a party in the performance of its obligations arising under the WORK ORDER or in accordance with any conditions imposed by the rules of any stock exchange on which the shares of a party or an Associate are listed or the rules of any governmental quasigovernmental or self regulatory authority whether or not having the force of law; or 8.3.5 The disclosure of which is agreed upon by the parties in writing; 8.3.6 Except as required by law or the rules of any stock exchange on which the shares of a party or an Affiliate are listed the terms of WORK ORDER are to be kept confidential and will only be disclosed to persons who are not a party to WORK ORDER (other than an Affiliate or the financial or professional advisers to the parties) with the prior approval in writing of the parties which approval will not be unreasonably withheld and will where reasonable be given promptly and by no later than the end of the next following business day following the reasonable request for such approval by a party;

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8.3.7 If a party or an Affiliate is required to report or to make an announcement to a stock exchange in relation to WORK ORDER that party or their Affiliate will in advance of reporting or making an announcement to the stock exchange advise the other party of the context and details of the proposed report or announcement and provide the other party with a reasonable opportunity (taking into account the rules of the relevant Stock Exchange) of making comment on such content and details before the report or announcement is issued to the stock exchange; 8.3.8 The obligations of confidentiality contained in this Article 8.3 will survive the termination of WORK ORDER and will continue thereafter for a period of two years; 9.0 9.1 SETTLEMENT OF DISPUTES AND ARBITRATION In the event of any dispute, difference of contention in the interpretation or meaning of any of the Articles to the WORK ORDER or reasonable inference there from, both parties shall promptly make endeavor to resolve the dispute or differences by mutual discussions and agreement. Should the dispute or differences continue to remain unresolved, both parties may each nominate a person to negotiate and reconcile the dispute or differences to resolve thereby the matter of contention between the parties arising out of the WORK ORDER. In the event that these two persons, referred to, cannot agree, they shall nominate a third NEUTRAL PARTY to reconcile the dispute or difference. In case the two persons can not agree on a third Neutral party or in case the efforts of Neutral Party nominated by the two parties fail to resolve the differences within six (6) months from the date of reference of the dispute, both parties shall proceed to Arbitration as provided herein. Pending resolution of any such claim or dispute pursuant to Article 9.1 and Article 9.2, the CONSULTANT shall perform in accordance with the WORK ORDER without prejudice to any claim by the CONSULTANT for additional compensation and/or time to complete work if such instructions are (in his opinion) above and beyond the requirement of the WORK ORDER. Notwithstanding the existence of dispute the CONSULTANT and OWNER shall continue to carry out their obligations under the WORK ORDER and payment(s) to the CONSULTANT shall continue to be made in accordance with the WORK ORDER that in appropriate cases qualify for such payment(s), unless the payment is the subject matter or one of the subject matters of dispute. Subject to provisions of the Articles, either the OWNER or the CONSULTANT may demand Arbitration with respect to any claim, dispute or other matter that has arisen between the parties.

9.2

9.3

9.4

9.5

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9.6

All claims, disputes and other matters in question arising out of or relating to the WORK ORDER, designs, drawings, specifications, payments, instruction, orders or otherwise concerning the work of the execution or failure to execute the same, whether arising during the progress of work, or after completion thereof or otherwise which cannot be resolved by the parties as per Article 9.1 and Article 9.2 hereinabove, shall be adjudicated upon by Arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof and the rules made there under and for the time being in force shall apply to the arbitration proceedings. Each party shall appoint its Arbitrator and the Arbitrators so appointed shall appoint third Arbitrator as presiding Arbitrator not later than one month from the latest date of their respective appointments and in any event prior to proceeding with reference. The arbitrators shall give an itemized reasoned award without any interest in case of money award and the award shall be conclusive, final and binding on both the parties. The costs of Arbitration shall be borne by the Parties themselves. However, the fees of the presiding arbitrator and the incidental expenses in relation to holding of arbitration proceedings shall be borne by the parties equally. Notice of the demand for Arbitration shall be filed in writing with the other party to the WORK ORDER and the arbitration proceedings shall be deemed to commence from the date of receipt of such notice by the other party. The demand for Arbitration shall be made within thirty days from the date of the failure of the conciliation proceedings as stated hereinabove and in no event the demand for Arbitration shall be made after institution of legal or equitable proceedings based on such claims, dispute or other matter in question as if it would be barred by the applicable statute of limitation. The CONSULTANT and the OWNER shall continue to work and undertake their obligations under the WORK ORDER and the CONSULTANT shall maintain the progress schedule during any Arbitration proceedings, unless other wise agreed by the OWNER in writing. In the event of Arbitration, the CONSULTANT and OWNER agree that the Arbitrators shall have unrestricted access to the plant (notwithstanding the secrecy provisions of the WORK ORDER) for the purpose of the said Arbitration. The venue of Arbitration shall be Mumbai, India. And applicable law shall be Indian Law

9.7

9.8

9.9

9.10

9.11

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10 10.1

TERMINATION OF WORK ORDER At any stage of project if RCF found that project is unviable, RCF may terminate the work order. Persistently disregard the instructions of the OWNER or contravene any provisions of the WORK ORDER, or Notwithstanding anything contained therein above, if a PARTY fails to perform or observe any of the obligations and undertakings on its part to be performed herein or fails to remedy such breach within sixty (60) days of notice (where the breach is capable of remedy within that period and if not then within a reasonable period having regard to what is required to remedy the breach) from the other party requiring the alleged breach to be remedied such notice giving adequate particulars of the alleged breach and of the intention of the party giving notice to terminate the AGREEMENT forthwith upon expiration of the required remedy period. The CONSULTANT shall have no claim to compensation for any loss sustained by him by reasons of his having purchased any materials or entered into any commitment or made any advance on account of or with a view to the execution of WORK ORDER and CONSULTANT shall not be entitled to recover or be paid any sum for any work thereto be actually performed under the WORK ORDER, unless and until the OWNER shall have certified the performance of such WORK and the value payable in respect thereof and the CONSULTANT shall only be entitled to be paid the value so certified. The OWNER shall, as soon as may be practicable after removal of the CONSULTANT fix and determine exparte or after such investigation or enquiries as he may consider fit to make or institute and shall certify the amount (if any) that would reasonable accrue to the CONSULTANT in respect of the WORK actually done. MISCELLANEOUS The parties will do all such acts matters and things and will sign or execute and deliver all such documents as may in the reasonable opinion of the OWNER be necessary or expedient to further and more effectually carry into effect the provisions of CONTRACT. Each party will bear its own costs of and incidental to the negotiation preparation and execution of CONTRACT. The OWNER will bear all stamp duty or like documentary duties (if any) payable in India for the CONTRACT.

10.2

10.3

10.4

10.5

11. 11.1

11.2

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11.3

CONSULTANT shall be responsible to ensure that all persons employed by it or its affiliates for WORK in India and their dependents are physically fit. CONSULTANT will not be paid for any additional costs, such as evacuation or travel expenses of the replacements etc, incurred by the CONSULTANT due to inadequate medical examinations of the employees. CONSULTANT shall be responsible for meeting the requirements of Factories Act, Workmen Compensation Act, and other Industrial/Labour Laws relating to employment of labour directly employed by it during the course of their employment under the CONTRACT. Any damage to the plant shall be borne by the CONSULTANT. NOTICES

11.4

12.

All notices shall be in writing and shall be given either personally or by registered post/courier, Fax or e-mail and shall be deemed adequately served as and when received by the party to be notified at its address set forth herein. Either party may, by written notices to the other, change its address for receiving such notices. OWNER Mailing Address DyGM(URP) Rashtriya Chemicals & Fertilisers Ltd., Thal Unit, Thal Taluka Alibag, Dist Raigadh Maharastra (INDIA). Pin:4022 08 Phone. : (02141) 238083/ 238059 FAX : (02141) / 238206/238091 e-mail : abkhare@rcfltd.com BIDDER (Please give details as above).

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Annexure-A
FORMAT FOR BANK GUARANTEE TOWARDS SECURITY DEPOSIT AND PERFORMANCE BOND (on Rs 200/-bond paper) (To be executed by Bank approved by RCF as per list enclosed, on a Rs. 200/- non-judicial latest stamp paper under banks covering letter mentioning address of the bank) In consideration of M/s Rashtriya Chemicals & fertilizers Limited, [hereinafter referred to as RCF, which expression unless repugnant to the context and meaning thereof shall include its successors and assigns] having agreed to exempt M/s __________________________________ [hereinafter referred to as supplier / contractor which expression unless repugnant to the context and meaning thereof shall include its successors and assigns] from depositing with RCF a sum of Rs.___________ towards security / performance guarantee in lieu of the said supplier / contractor having agreed to furnish a bank guarantee for the said sum of Rs. _________ as required under the terms and conditions of contract / work order / purchase order no. ______________________ dated __________ [ hereinafter referred as the order] placed by RCF on the said supplier / contractor. We, _____________ the bank [hereinafter referred to as the bank which expression shall include its successors and assigns] do hereby undertake to pay RCF an amount not exceeding Rs. ______________ on the demand made by RCF on us due to a breach committed by the said supplier / contractor of the terms and conditions of the order.

1. We ____________ the bank hereby undertake to pay the amount under the guarantee without any demur merely on a demand from RCF stating that there is a breach by the supplier / contractor of any of the terms and conditions contained in the order or by the reasons of the suppliers / contractors failure to comply with the terms and conditions as stipulated in the order or amendment(s) thereto. The demand made on the bank shall be conclusive as to the breach of the terms and conditions of the order and as regard to the amount due and payable by the bank under this guarantee, notwithstanding any dispute or disputes raised by the said supplier / contractor regarding the validity of such breach and we agree to pay the amount so demanded by RCF without any demur. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs. _____________. 2. We, ______________ the bank further agree that the guarantee herein contained shall remain in full force and effect during the period that would be taken for the performance of the said order and that it shall continue to be enforceable till the dues of RCF under or by virtue of the said order have been fully paid and its claim satisfied or discharged or till RCF certifies that the terms and conditions of the order have been fully and properly carried our by the supplier / contractor and accordingly discharge the guarantee. 3. We ________________ the bank, undertake to pay to RCF any money so demanded notwithstanding any dispute or disputes raised by the said supplier / contractor in any suit or proceedings pending before any court or tribunal relating thereto as our liability under this present being absolute and unequivocal. The payment so made by us under

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this bond shall be valid discharge of our liability for payment there under and the said supplier / contractor shall have no claim against us for making such payment. 4. We ________________ the bank further agree that RCF shall have full liberty, without our consent and without affecting in any manner our obligation hereunder to vary any of the terms and conditions of the order or to extend time of performance by the said supplier / contractor from time to time or to postpone for any time or from time to time any of the powers exercisable by the RCF against the said supplier / contractor and to forbear or enforce any of the terms and conditions relating to the order and shall not be relieved from our liability by reason of any such variation or extension being granted to the said supplier / contractor or for any forbearance, act or omission on the part of RCF or any indulgence by RCF to the supplier / contractor or by any such matter or thing whatsoever which under the law relating to sureties would but for this provisions have effect of so relieving us. 5. Our liability under this guarantee is restricted to Rs. _________ and shall remain in force up to ___________ unless demand or claim under this guarantee is made on us in writing with the expiry of this BG namely________. We shall be discharged from all liabilities under this guarantee thereof. 6. This guarantee will not discharged due to change in the constitution in the bank or the said supplier / contractor. 7. The bank hereby agrees to address all the future correspondence in regard to this bank guarantee to chief finance manager, Rashtriya Chemicals & fertilizers Limited ________________. 8. We, _____________ the bank lastly undertake not to revoke this guarantee during its currency except with the previous consent of the RCF in writing. Signed on the _________________ day of _______________ Signature For the Bank Witness: Name(s) & Designation(s) Name & Address

Note:1) Bank Guarantee should be on Rs.200/- Stamp paper Bank Guarantee issued by Foreign Banks shall be confirmed /counterguaranteed by SBI, Mahul Road Branch , Chembur Mumbai 400074.
2)

3) List of approved banks is enclosed

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Annexure B
LIST OF RCF APPROVED BANKERS FOR BANK GUARANTEES A)- STATE BANK OF INDIA AND ITS ASSOCIATE BANKS: State Bank of India, State Bank of Bikanar & Jaipur, State Bank of Hyderabad,, State Bank of Mysore, State Bank of Patiala, State Bank of Travancore. B)- NATIONALISED BANKS: Allahabad Bank, Andhra Bank, Bank of Baroda, Bank of India, Bank of Maharashtra, Canara Bank, Central Bank of India, Corporation Bank, Dena Bank, Indian Bank, Indian Overseas Bank, Oriental Bank of Commerce, Punjab & Sind Bank, Punjab National Bank, Syndicate Bank, UCO Bank, Union Bank of India, United Bank of India, Vijaya Bank. C)- OTHER BANKS: Axis Bank Ltd. Catholic Syrian Bank Limited . City Union Bank Ltd. HDFC Bank Ltd. ICICI Bank Ltd. IDBI Bank Ltd. ING Vysya Bank Kotak Mahindra bank Ltd., South Indian Bank Ltd., Tamilnad Merchantile Bank Ltd., The Federal Bank Ltd., The Jammu & Kashmir bank Limited, The Karnatka Bank Limited, The Karur Vysya Bank Ltd.

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D) - FOREIGN BANKS: American Express Bank Limited, Bank of American National Trust & Saving Association, Bank of Tokyo- Mitsubishi UFJ Ltd. Barclays Bank PLC BNP Paribas Calyon Bank Citibank N.A., Deutsche Bank, Development Bank of Singapore (DBS) Hong Kong & Shanghai Banking Corporation Limited, JP Morgan Chase Bank. Royal Bank Of Scotland. Standard Chartered Bank, E)- CO-OPERATIVE SECTOR BANKS: Bombay Merchantile Co-operative Bank District Co-Operative Banks in the state of Maharashtra up to a sum of Rs. 5 lakh. State Apex Co-operative Banks ,

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Annexure C

Format for Schedule of Deviation from NIT

Sr.No. Clause No. Original Clause Modified clause Reason for Deviation

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Annexure-D Indicative Contents of TECHNO-ECONOMIC FEASIBILITY REPORT FOR GAS TURBINE

The Feasibility Report shall be designed such that it is a self-explaining input to enable RCF to make investment decision for the Project. The TEFR FOR GAS TURBINE should necessarily include the following topics : 1. Project at a Glance 2. Executive Summary 3. Introduction 4. Policy for the maharastra for captive power generation. 5. Design Basis 6. Project Description, capacity & number of gas turbines. 7. Technology options and project configuration for various options for

implementation of Gas Turbine which may include optimum utilization of existing Turbo Generator
8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. Offsites and auxiliary facilities. Steam balance at different pressure level plant wise. Broad specification of major brought out items. Revised strategies for managing power supply in case of emergency Revised strategies for managing steam supply in case of emergency strategies for managing steam/Power supply in case of GT Shut down Project Capital Cost and Operating Cost Financial Indices and Analysis, Sensitivity Analysis Comparative project and operating cost analysis Project implementation strategy and project schedule along with bar chart Conclusion and Recommendation Plot Plans & Layouts

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Annexure E Indicative Contents of a Bankable

DETAILED FEASIBILITY REPORT FOR GAS TURBINE

The Detailed Feasibility Report shall be designed such that it is a self-explaining input to enable RCF to make investment decision for the Project. The Report should also help in discussions with various Governmental Agencies, Bankers & Financial Institutions besides Statutory authorities. The DFR FOR GAS TURBINE should necessarily include the following topics : 1. Project at a Glance 2. Executive Summary 3. Introduction 4. Policy for the Maharastra for captive power generation. 5. Design Basis 6. Project Description 7. Technology options and project configuration 8. Equipment list with broad specifications 9. Off sites and auxiliary facilities 10. Project Capital Cost and Operating Cost 11. Financial Indices and Analysis, Sensitivity Analysis (refer Annex-F) 12. Comparative project and operating cost analysis 13. Project implementation strategy and project schedule along with bar chart 14. Conclusion and Recommendation 15. Annexures : i. Plot Plans & Layouts ii. Reports Financial Analysis carried out & Data collected, Back-up data collected or generated. iii. Others as required

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Annexure F FINANCIAL ANALYSIS REPORT CONTENTS Working shall be done for all the technology option cases (at least three as listed) 1. 2. 3. 4. 5. 6. 7. 8. Detailed Project Estimates including demand, costs, pricing, sourcing etc. Investment plan with details of debt mix. Project Implementation Schedule & IDC Cost of Production Working Capital Requirements Profitability Analysis Break Even Point Year-wise profitability projections including Profit and Loss Account, Balance Sheet and cash Flows for the entire life of the Project.

9. IRR (both pre-tax and post-tax) a) Project IRR b) Equity IRR 10. Debt Service Coverage Ratio (DSCR) 11. Sensitivities (a) (b) (c) (d)

Change in Capital Expenditure Change in Operating Costs Change in Sales Revenue Change in Rate of Interest

+ / - 10% & + / - 20% + / - 10% + / - 10% + / - 2%

12. Risk Analysis and Mitigation strategy a) Offtake / market risks b) Financial risks c) Currency / Foreign exchange risks d) Technology / Environment Risks

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