GATEWAY TO NATIONAL PROSPERITY

TENDERFORCHARTER OF FOUR LNG COMPATIBLE ASDTUGS

FORPORTQASIM AUTHORITY

TABLE OF CONTENTSPage #

PART - ITENDER INVITATION

1. Invitation to Tender 5-62. Form of Tender 7-9

PART- IIINSTRUCTIONS TO TENDERER

1. Documents to be submitted 112. Submission of Tender 123. Bid Security 12-134. Entering the Quotation in the Financial Offer 135. Signature of the Tenderer and firm’s rubber stamp 146. Acceptance or rejection of Tender 147. Performance Bond 148. Inspection of Tugs 159. Execution of Agreement 1510. Tug Hiring Contract under int. charter party BIMCO 1511. Compliance to MMD Requirements and Laws of Pakistan 1512. Joint Venture 1613. Fraud and Corruption 1614. Integrity Pact 1715. Validity of Offer 17

PART-IIIGENERAL CONDITIONS OF THE CONTRACT

1. Definitions 19-21

PART-IVSPECIAL CONDITIONS OF CONTRACT1. Interpretation & Definitions 23-252. Inspection of Tugs 253. The Rate 254. Terms of operation 25-265. Act of Tugs 276. Performance Bond 277. Fitness of Tugs 27-288. Import clearance of Tug and Local taxation 28-299. Insurance of the Contractor’s equipment 2910. Damages to persons and property 2911. Third party insurance 2912. Requirement of insurance 3013. Certificate and payment 3014. Anchoring/berthing facilities 3015. Maintenance /Repair Services & Spare Parts 3016. Liquidated damages 3117. Legal basis, arbitration – settlement of disputes 32-3318. Alternative Dispute Resolution 3319. Termination of Contract 3320. Unauthorized occupancy of berth 3321. Hindrance in safe Navigation 3322. Supply of Fuel & water 34

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23. Joint Venture 34

PART – VFINANCIAL OFFER

1. Bill of Quantity for ASD Tug (75Ton Bollard Pull) 362. Bill of Quantity for ASD Tug (85Ton Bollard Pull) 37

PART-VI ANNEXURES

1. General Information - A 392. Experience of the firm - B 403. List of Customer / Contracts - C 414. Bidders / Firms personnel detail - D 425. Bidder Financial Data - E 436. Technician Specification on the offered ASD Tug - F 44 (75 Ton B.P) 7. Technician Specification on the offered ASD Tug - G 45 (85 Ton B.P)8. Criteria for Technical specifications of ASD Tug - H 46 (75 Ton B.P) 9. Criteria for Technical specifications of ASD Tug - J 47 (85 Ton B.P) 11. Integrity Pact - K 4812. Evaluation Criteria for Technical qualification of Tenders - L 49-5015. Form of Contract - M 51-5216. Performance Bond - N 53-5417. Mobilization Cost Advance Payment Guarantee - O 5518. Guidelines for entries in format of BIMCO SupplementSupply Time2005 as per requirements of PQA Annexure- P

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PART – 1

TENDER INVITATION

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NOTICE OF INVITATION TO TENDERSUPPLY OF FOUR ASD TUGS (LNG COMPATIBLE)

1. Port Qasim Authority (PQA) invites proposals for on (a) Lease Purchase and/or Hire supply of four (04) ASD LNG compatible Tugs of which three (03) having bollard pull capacity of 75 tons and one (01) with additional escort notation/facility having bollard pull capacity of 85 tons capable for handling LNG Carriers/FSRU & other vessels for operations in Port Qasim Karachi, Pakistan from local and international firms/suppliers/shipbuilding yards as per requirements specified in the Tender Documents.

2. The procurement of the above referred Tugs will be either on Lease-Purchase or Hire.

3. (a) Lease Purchase

(i) The Lease Purchase Tugs should be of new construction complying with the LNG industry requirements and certification, documentation and construction requirements of Classification Societies:- Lloyd's, BV, DNV GL, NK or ABS. The newly constructed Tugs are required for operations at Port Qasim, Karachi, Pakistan by 1st March 2015. In the event of unavailability of any or all of the above mentioned four (04) newly constructed LNG compatible ASD Tugs to be supplied to PQA by 1st March 2015, the Bidder in lieu of the deficient number of newly constructed Tugs shall make available and operate provisional LNG compatible ASD Tugs (maximum 10 years old during the Lease Period) of the same bollard pull as the above said newly constructed Tugs for the period from 1st March, 2015 upto the date of replacement on first arrival/delivery of the newly constructed Tugs at Port Qasim, Karachi, Pakistan.

(ii) All the newly constructed Tugs shall have to arrive / be delivered in Port Qasim, Karachi, Pakistan not later then 1st March, 2017.

(iii) The Lease Period of the provisional / newly constructed four (04) Tugs shall be five (05) years commencing from 1st March, 2015.

(b) Hire

(i) The Hire Tugs are to be supplied as a package and are required for operations at Port Qasim, Karachi, Pakistan by 1st March, 2015. Each of the Hire Tugs should be maximum ten (10) years old during the Hire

PORT QASIM AUTHORITYBin Qasim Karachi - Pakistan

GATEWAY TO NATIONAL PROSPERITY

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Period complying with LNG industry requirements and certification, documentation and construction requirements of Classification Societies:- Lloyd's BV, DNV GL, NK or ABS.

(ii) The Hire Period of the Hire Tugs shall be two (02) years commencing from 1st March, 2015.

4. A Bidder may participate in either / both Lease Purchase Tender or/and Hire Tender.

5. The Bidder shall be responsible to man, operate, dry-dock, repair and maintain the Lease Purchase / Hire Tugs including replacement of parts during the Lease Purchase/ Hire Periods.

6. Interested firms may obtain separate Tender Documents for Lease-Purchase Tender and/or Hire Tender on written request and on payment of Rs.25,000/- (non-refundable) for each Tender in the form of Pay Order(s) drawn in favour of Port Qasim Authority. The Tenderers participating in both the Tenders shall separately submit the Lease Purchase Tender and Hire Tender. All Tenders shall comprise of a single package two envelopes under Rule 36(b) of Public Procurement Rules, 2004 (PPRA-2004). The Lease Purchase and Hire Tender documents may be collected after seven (07) days from the publication of this Notice for Invitation to Tender. A prebid meeting will be held at Port Qasim on 2nd December, 2014. Tenders are to be submitted with separate Bid Securities (Earnest Money) for each Lease Purchase Tender and Hire Tender in the form of Pay Orders in favour of Port Qasim Authority amounting to US $250,000/- per Tender issued by Pakistani Scheduled Bank having AA rating and located in Karachi, Pakistan. The Tenders without bid security will be rejected. The Tenders should reach the Office of the Director (Operations Maintenance) Port Qasim Authority, Bin Qasim, Karachi 75020 latest by 1200 hrs on 16th December, 2014. The Technical Proposals of the Lease-Purchase Tenders and Hire Tenders will be opened at Port Qasim, Chairman Secretariat, Conference Room on the same day at 1230 hrs in the presence of Bidders/representatives who wish to attend. The Financial Proposals of the technically qualified firms/bids will be opened later on date & time to be intimated accordingly. The Financial Proposals of the unqualified Technical Proposals will not be opened and will be returned to the Bidders.

7. PQA reserves the right to accept or reject any or all proposals as per PPRA-2004 and no claims whatsoever in this respect shall be entertained. PQA's decision in this respect shall be final and binding on all the firms/suppliers/shipbuilding yards.

Muhammad SaqibSecretary

Website: www.pqa.gov.pkEmail: PPRA: www.ppra.org.pk

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FORM OF TENDERThe Secretary

Port Qasim Authority,Bin Qasim Karachi

TENDER FOR HIRING OF FOUR LNG COMPATIBLE ASD TUGS FOR PORT QASIM AUTHORITY

1. Having made ourselves fully acquainted with the requirements of PQA for four (04) ASD LNG compatible Tugs (maximum ten (10) years old during the Contract/Charter Period) as detailed in the Tender Documents including Invitation and Instructions to Tenderers, Documents to be submitted, Conditions of Contract, Technical specifications, Financial Offer and proformas, we the undersigned offer our Tender in conformity with the said Tender documents.

Name of Tenderer : _______________________________________

Authorized Signature : _______________________________________

Address : _______________________________________

Telephone : _______________________________________

Fax : _______________________________________

2. The following annexure / documents have been duly filled and are being submitted:

1. General Information - Annexure - A2. Experience of the Firm - Annexure - B 3. Financial Data - Annexure - C4. List of all on-going Contracts - Annexure - D 5. Staff Details - Annexure - E6. Technical Specification of offered Tug/ s - Annexure - F & G7. Integrity Pact - Annexure - H8. Constitution of the firm / Company with Copy of Memorandum and9. Articles of Association / Partnership Deed / Certificate of Registration10. Details of litigation, if any 11. Firm / company Board Resolution authorizing individual/s to sign on their behalf.12. Guidelines for entries in format of BIMCO Supply Time 2005 - Annexure - P

as per requirements of PQA (Supplement Annexure)

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3. FINANCIAL OFFER

The sealed bid envelope of Financial Offer contains a package financial proposal for the four (04) ASD LNG compatible Tugs (maximum ten (10) years old during the Contract/Charter Period). The rates which we have given in the Financial Offer and all information/data attached to our Tender are complete and without any concealed technical and or financial reservations or implication. They have been duly checked and are correct in every respect. These rates are fixed and unchangeable throughout the currency of the Contract. Financial Offer is submitted in separate sealed envelope clearly marked.

4. CONTRACT AGREEMENT / WORK COMMENCEMENT

We undertake that if our Tender is accepted and Letter of Intent (L.O.I) is issued by PQA, we will arrange for earliest inspection of Tugs by PQA Team, subsequent to the signing of Contract Agreement/s, mobilize all four (04) Tugs to reach Port Qasim for delivery by 1st March, 2015 and after import clearance of the Tugs, shall commence operations.

5. BID SECURITY

As required, we enclose Earnest Money in the form of Pay order issued by a scheduled “AA” rated Bank of Pakistan located at Karachi amounting to US $500,000/- (United States Dollars five hundred thousand only) issued in the name of Port Qasim Authority. The Bid Security shall be, at the option of the Bidder, in the form of a Bank Guarantee issued by a Scheduled Bank in Pakistan or from a foreign bank against Counter Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating in favour of the Employer.

6. PERFORMANCE BOND

We undertake that if our Tender is accepted, we shall furnish a Performance Bond to the Employer in the prescribed form. The Performance Bond shall be furnished before signing of the Contract Agreement. The Performance Bond shall be of an amount equal to 10% of the Contract Price stated in the Letter of Acceptance. The Performance Bond shall be, at the option of the Bidder, in the form of a Bank Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating or from a foreign bank against Counter Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating in favour of the Employer.

7. VALIDITY OF OFFER

Offer is valid for acceptance up to 120 days from the date of opening of tender.

8. ACCEPTANCE

Unless and until the formal Agreement is executed, this offer, together with the Authority’s written acceptance, shall constitute a binding contract between us. We understand that the Authority is not bound to accept the lowest or any offer received and that you will not defray any expenses incurred by us in Tendering.

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We hereby certify that the prices specified, other information contained in this Tender and the Signatures below are by duly authorized officers of the Company, having the powers necessary to enter into a bonding contract.

Authorized Signature : _______________________Title _______________________

Authorized Signature : _______________________Title _______________________

Witness : _______________________Title : _______________________

In case of a Corporation / Company ]

Affix seal in the space opposite]Signed and sealed at

__________________________________________________________

On this ________________ day of _______________ 2014

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PART - II

INSTRUCTIONS TO TENDERER

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DOCUMENTS TO BE SUBMITTED BY BIDDERS

1. The Tender documents must essentially contain the required information in details supported by relevant documents, certificates to be evaluated as responsive, which should include, but not limited to following.

a. All Tender Documents to be duly filled, signed and stamped on each page. Annexure P(Supplement Annexure) about Guidelines for entries in BIMCO Contract as per requirement of PQA, to be attended accordingly.

b. The name and address of the firm with fax and telephone numbers and proof of registration of the firm, year of inception and nature of business, whether a joint venture, private, pubic limited or partnership. Details of any joint venture, partnership agreement memorandum and article of association should also be submitted.

c. Past experience of the firm for providing the required services and as well as experience, operation and maintenance of LNG Compatible ASD Tugs giving details indicating name of clients served, nature of work attended during the last 5 years indicating yearly turn over.

d. Any information / details required pertaining to technical specifications of offered Tug, its General Arrangement Plan to be provided and response to Evaluation Criteria for Technical qualification as per requirement of Tender.

e. Photograph / Photocopies of four views of each Tug.

f. Current Hiring Contracts of LNG Compatible ASD Tugs Tugs or others in hand ( if any).

g. Financial soundness certificate from the banker of the tenderer and audited financial statements for the last three years.

h. Details of litigation if any with the clients.

i. All relevant documents concerning certification, validation and classification etc. should also be submitted to PQA with Technical Bids for verification.

j. The joint venture parties must provide the copies of the joint venture agreement.

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2. Submission of Tender

a. Tenderer should examine the Tender documents carefully and should obtain at their own expenses any relevant information that may be necessary for making a Tender.

b. The Tender must be addressed to the Director (Ops.Maint), Port Qasim Authority, Bin Qasim ,Karachi, placed in a cover and marked “Tender for Hire of four (04) ASD LNG Compatible Tugs”.

c. Sealed tender documents should be a sealed single package containing two (big) separate sealed envelopes, one containing “Technical Proposal” (withEarnest Money) and the other containing “Financial Proposal” which should contain a single consolidated financial offer for four (04) ASD LNG Compatible Tugs (maximum ten (10) years old during the Contract/Charter Period) of which three (03) having bollard pull capacity of 75 tons and one (01) with additional escort notation/ facility having bollard pull capacity of 85 tons which should reach the office of Director (Ops.Maint.) PQA, Bin Qasim Karachi 75020 latest by 1200 hrs on16th December, 2014. The Technical Proposals will be opened on the same day at 1230 hrs in the presence of bidders / representatives who wish to attend. The Financial Offers of the technically qualified firms, (as per evaluation criteria), will be opened on date and time to be intimated later.. Financial Proposals of technically disqualified bidders shall be returned unopened.

d. The Tender documents issued by PQA must be submitted duly completed, signed and stamped on each page.

e. Incomplete or conditional Tenders may be rejected.

f. Detailed particulars of the offered Tugs, duly certified by Classification Society, including Technical Specifications, place and year of built, Class-Status and recent photographs/ photocopies of four views of the offered Tugs should be submitted with the Tender.

3. Bid Security

a. Tender Documents submitted by the firms are to be accompanied with Bid Security in the form of Pay Order amounting to U.S $500,000/- (United States Dollars five hundred thousand only) for all four (04) ASD LNG Compatible Tugs from AA rated bank in Pakistan, issued in the name of Port Qasim Authority. Tenders without Bid Security for the offered Tugs shall be rejected and returned unopened. The Bid Security should be submitted enclosed in the Technical Proposal Envelope. The Bid Security shall be in the PQA prescribed form Annex “Q” and is refundable.

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b. The Bid Security shall be, at the option of the Bidder, in the form of a Bank Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating or from a foreign bank against Counter Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating or from a foreign bank against Counter Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating in favour of the Employer.

c. Tenders without Bid Security for the offered Tugs shall be rejected and returned unopened.

d. Bid Security of all unsuccessful Tenderers, shall be returned after the Tender has been finally awarded to the lowest responsive bidder by the Competent Authority and subsequent to the furnishing of the Performance Bond and signing of the Contract with PQA.

e. Bid Security of successful Tenderer shall be retained until such time that Performance Bond has been duly submitted / accepted and Contract signed with PQA.

f. Should any Tenderer withdraw his Tender after opening of the Tender or in case he backs out after acceptance of his Tender, his Bid Security shall be forfeited.

4. Entering the quotation in the Financial Offer

a. Tenderers are to exercise greatest care in entering their quotation in the Financial Offer. No request for corrections of any mistakes or for revision of quotations shall be entertained after Tenders have been received and opened.

b. Tenderers are required to quote in the Financial Offer for offered Tugs covering the hiring charges on flat day rate for berthing, sailing, shifting, towage, escorting and pilotage or any conservancy services etc. as required by Harbour Master or his Authorized Officer. Details are given in Special Conditions of Contract.

c. The quotations must be filled in figures as well as in words. Should there be any difference between the two, the Tender would be considered in words only.

d. Any erasure or over writing by the Tenderer will render the Tender liable to rejection. Corrections if any must be made by striking out the errors and entering and signing in full the corrections in ink by the same person who has signed the Tender and stamped.

e. The Contract Price / Financial Quotations are to be given ONLY with the Financial Proposals and are NOT to be mentioned in the Technical Proposals or any other document submitted with the Bid.

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5. Signature of the Tenderer and Firm’s rubber Stamp

All Tenders submitted must be signed on each page only by a partner or other person duly authorized to do so, on their behalf and should bear rubber stamp/seal of the firm/company.

6. Acceptance or Rejection of the Tender

a. Tenderer will be required to confirm Agreement to the terms and conditions stipulated in the Tender Documents and guidelines for entry of BIMCO Time 2005 charter party as per requirement of PQA. Tender will not be considered unless ‘The Tender” documents issued by Port Qasim Authority are submitted, duly signed and stamped by the Tenderer. Incomplete and conditional Tenders are liable to rejection.

b. No alteration or interpolation should be made by the Tenderers in the conditions and other stipulations of his Tender. The Tenderers should clearly understand that should they make any such alteration or interpolation then their Tenders may be rejected without assigning any reason.

c. Port Qasim Authority reserves the right to reject any or all the Tenders and Authority’s decision in this regard will be final and binding on all bidders.

7. Performance Bond

a. The Contractor shall provide Performance Bond to the Employer in the prescribed form. The Performance Bond shall be furnished to the Employer before the signing of the Contract. The Performance Bond shall be of an amount equal to 10% of the Contract Price stated in the Letter of Acceptance. Such Performance Bond shall, at the option of the bidder, be in the form of either (a) bank guarantee from any Scheduled Bank in Pakistan having atleast “AA” rating or (b) bank guarantee from a bank located outside Pakistan against Counter Guarantee issued by a Scheduled Bank in Pakistan having atleast AA rating.

b. The Performance Bond will be held until the satisfactory completion of the Contract and will be forfeited at the discretion of PQA in case of the Contractor’s failure to fulfill all or any of the conditions of the Contract, irrespective of and without prejudice to any other remedy for such failure which PQA may seek under the term and condition of the contract or the law.

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8. Inspection of Tugs

After receiving Letter of Intent (L.O.I) from PQA, the successful Bidder, will make earliest arrangements for initial inspection and trial of all four (04) ASD LNG Compatible Tugs by PQA team comprising of 6 personnel and PQA’s nominated Surveyor at home port(s) of all/ respective four (04) ASD LNG Compatible Tugs (on expenses to be borne by the Bidder). However, final acceptance of the Tugs will be subject to the satisfactory performance during inspection test / trial for fitness and readiness of the offered Tugs on arrival at Port Qasim, to be confirmed by PQA team. It will be verified that all relevant and valid Original Certificates of Tugs and Crew, as per Tender requirement, are available on board Tugs (all Photocopies to be provided to PQA). The inspection trial mainly pertains to speed of the Tug, efficient maneuvering capability, anchoring, mooring equipment, fire fighting, LNG related suitable equipments and fenders. All navigational equipment on board Tugs is to be as per SOLAS requirements. The same fitness standard to be maintained during charter period.

9. Execution of Agreement

a. On receiving Letter of Intent (LOI) from PQA, the successful bidder would arrange for earliest inspection of Tugs by PQA Team. The Contract Agreement shall be signed within seven (07) days of issuance of the Letter of Intent (LOI). Subsequent to the signing of Contract Agreement, mobilize the Tugs to reach place of delivery and commence operations by 1st March 2015 of receipt of Letter of Intent from PQA.

b. In the event of the successful Tenderer failing to enter into the Contract with Port Qasim Authority within the specified period, Port Qasim Authority shall without prejudice to its right to forfeit the Bid Security and will be at a liberty to enter into a Contract with any other Bidder or re-invite Tenders at the risk as to cost and consequences of the successful Tenderer.

10. Tug Hiring Contract Under International Charter Party BIMCO Supply Time 2005

The Contracts Agreement will be executed as per international Charter Party BIMCO Supply time 2005, with necessary Guidelines issued in Supplement Annexure (Annex -P). These Guidelines need to be attended by Bidder and shall be followed in Contract with successful Bidder. Participant Bidders may seek any clarification / query in writing from PQA prior 2nd December, 2014 (date of Pre-Bid meeting)..

11. Compliance to MMD Requirements and Laws of Pakistan

It is pertinent to note that upon commencement of contractual period, the Contractor has to have the Tugs seaworthiness status including safe manning surveyed and certificated by GOP / Mercantile Marine Department, Karachi. The relevant Certificates should remain valid during entire Charter period. Tugs shallbe off charter for dry docking / breakdown inconsistent not provided in the Tender document . Afloat Staff / Crew shall remain compliant to Pakistan Labour Laws. The Contractor shall comply other local laws, rules, taxes during charter period.

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12. Joint Ventures

Joint venture parties are allowed to submit bids and the criteria of evaluation of the joint venture will be on the basis of one of the joint venture member qualifying under these Instructions to Bidders. If the Bidder is a joint venture, consortium, or association, all of the parties shall be jointly and severally liable to PQA for the fulfillment of the provisions of the Contract and shall designate one party to act as a leader with authority to bind the joint venture, consortium, or association. The composition or the constitution of the joint venture, consortium, or association shall not be altered without prior consent of PQA.

13. Fraud and Corruption

It is the policy of the PQA to require its staff and its contractor to observe the highest standard of ethics during the selection and execution of such contracts. In pursuance of this policy, PQA:

(a) Defines, for the purposes of this provision, the terms set forth below:

i. “Corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, of any thing of value to influence the action of a public official in the selection process or in contract execution:

ii. “Fraudulent practice” means a misrepresentation or omission of facts in order to influence a selection process of the execution of a contract.

iii. “Collusive practices” means a scheme of arrangement between two or more consultants with or without the knowledge of PQA, designed to establish prices at artificial, noncompetitive levels and to deprive PQA of the benefits of free and open competition:

iv. “Coercive practices” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in a procurement process, or affect the execution.

(b) Will reject a proposal for award if it is determined that the contractor, recommended for award, has directly or through an agent is engaged in corrupt, fraudulent, collusive or coercive practices in competing for the contract in question:

(c) Will sanction a contractor including declaring the contractor ineligible, either indefinitely or for a stated period of time, at any time it is determined that the contractor directly or through an agent is engaged in corrupt, fraudulent, collusive or coercive practices.

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14. Integrity Pact

All firms / bidders desirous of doing business with PQA must sign and submit copy of “Integrity Pact” (Annex “K”) alongwith other documents. This is a mandatory condition without which the Tender Documents shall not be considered.

15. Validity of Offer

Offer must remain valid for acceptance up to 120 days from the date of opening of Tender.

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PART - III

GENERALCONDITIONS

OF

CONTRACT

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PART III – GENERAL CONDITIONS

Definitions and interpretation

Definitions 1.1 In the Contract (as hereinafter defined) the following words and expressions shall have the meanings hereby assigned to them except where the context otherwise requires.

(a) (i) “Employer” means the person named as such in part II of these Conditions and the legal successors in title to such person, but not (except with the consent of the Contractor) any assignee of such person.(ii) “Contractor” means the person whose tender has been accepted by the Employer and the legal successors in title to such person, but not (except with the consent of Employer) any assignee of such person.(iii) “Subcontractor” means any person named in the Contractor as a Subcontractor for a part of the Works or any person to whom a part of the works has been subcontracted with the consent of the Engineer and the legal successors in title to such person, but not any assignee of any such person.(iv) “Engineer” means the person appointed by the “Engineer to act as Engineer for the purposes of the Contract and named as such in Part II of these Conditions(v) “Engineer’s Representative” means a person appointed from time to time by the Engineer under Sub-Clause 2.2

(b) (i) “Contract” means these Conditions (Part 1 and II), the Specifications, the Drawings, the bill of quantities, the tender, the letter of Acceptance, the Contract Agreement of (if completed, including international charter party BIMCO Supply Time 2005 clauses as applicable and agreed by both parties) and such further documents as may be expressly incorporated in the letter of acceptance or contract agreement (if completed).(ii) “Specifications” means the specifications of the Works included in the Contract and any modification thereof or addition thereto made or submitted by the contractor and approved by the Engineer(iii)”Drawings” means all drawings, calculations and technical information of a like nature provided by the Engineer to the Contractor under the Contract and all drawings, calculations, samples, patterns, models, operation and maintenance manuals and other technical information of a like nature submitted by the Contractor and approved by the Engineer(iv) “Bill of Quantities” means the priced and completed bill of quantities forming part of the Tender.

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(v) “Tender” means the Contractor’s priced offer to the Employer for the execution and completion of the Works and the remedying of any defects therein in accordance with the provisions of the Contract, as accepted by the Letter of Acceptance. (vi) “Letter of Acceptance” means the formal acceptance by the Employer of the Tender.(vii) “Contract” Agreement” means the contract agreement (if any) referred to in Sub-Clause 9.1.(viii) “Appendix to Tender” means the appendix comprised in the form of Tender annexed to these Conditions

(c) (i) “Commencement Date” means the date upon which the Contractor receives the notice and the required services are actually commenced as per execution of contract agreement.

(d) (i) “Test on Completion” means the test specified in the Contract or otherwise agreed by the Engineer and the Contractor which are to be made by the Contractor before the Works of any Section or part thereof are taken over by the Employer.

(e) (i) “Contract Price” means the sum stated in the letter of Acceptance as payable to the Contractor for the execution and completion of the Works and the remedying of any defects therein in accordance with the provisions of the Contract.(ii) “Retention Money” means the aggregate of all monies retained by the Employer.

(f) (i) “Works” means the permanent Works and the Temporary works of either of them as appropriate. (ii) “Permanent Works” means the permanent works to be executed (including Plant) in accordance with the Contract(iii) “Temporary Works” means all temporary works of every kind (other than Contractor’s Equipment) required in or about the execution and completion of the Works and the remedying of any defects therein. . (iv) ‘Plant” means machinery, apparatus and the like intended to form or forming part of the Permanent work.(v) “Contractor’s Equipment” means all appliances and things of whatsoever nature (other than Temporary works0 required for the section and completion of the Works and the remedying of any defects therein, but does not include Plant, materials or other things intended to form or forming part of the permanent works.(vi) “Section” means a part of the works specifically identified in the Contract as a Section.(vii) “Site” means the place provided by the Employer where the works are to be executed and any other places as may be specifically designated in the Contract as forming part of the site.

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(g) (i) “Cost” means and expenditure properly incurred or to be incurred, whether on or off the Site, including overhead and other charges properly allocable thereto but does not include any allowance for profit. (ii) “day” means calendar day.(iii) foreign currency” means a currency of a country than plan that in which the works are to be located. (iv) “Writing” means any hand-written, type-written, or printed communication including telex, cable and facsimile transmission

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PART - IV

SPECIAL CONDITIONS

OF

CONTRACT

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1. INTERPRETATION & DEFINITIONS

These Special Conditions of Contract (SCC) shall not be construed as amendments/revocations of the existing provisions of the other contract documents listed in Clause 1 of the Contract Agreement and/or General Conditions of Contract (GCC) except as amended/ substituted/added/deleted in these SCC. But if there shall arise any conflict between the intent and meaning of any provisions of the above said other Contract documents and/or GCC and those SCC then the provisions of these SCC shall prevail to the extent of the conflict as expressing the real meaning and intent of the parties notwithstanding anything to the contrary in the above said other Contract documents and/or GCC.

1.1 a. PQA means the Port Qasim Authority, headed by the Chairman who will employ the Contractor. The address and contact numbers are as under:

Port Qasim AuthorityBin QasimKarachi – 75020, PakistanTel No. 99272111 – 30Telex No. 22633 QASIM PAKFax No. 021- 4730108-9

b. The Employer is Port Qasim Authority and the Employer’s representative is Director General (Operations). All Administrative matters pertaining to the Contract are to be decided by Employer / Employer’s Representative and the decisions or instructions are to be complied accordingly by deputed Officer as per Provision of Contract.

c. Contractor means the person/persons or firm or company whose Tender has been accepted by PQA for supply of four (04) ASD LNG Compatible Tugs and includes the Contractor’s legal personal representatives successors and permitted assigns.

d. Work means the work of providing and operating on contract/charter basis four (04) ASD LNG compatible Tugs (maximum ten (10) years old during the Contract/ Charter Period) of which three (03) having bollard pull capacity of 75 tons and one (01) with additional escort notation/facility having bollard pull capacity of 85 tons capable for handling LNG Carriers/FSRU & other vessels for operations in Port Qasim Karachi, Pakistan as directed by the Port Qasim Authority Harbour Master or his authorized officer / representative for berthing, sailing, shifting, towage, pilotage of Ships or any other conservancy services as per requirement of PQA in accordance with and throughout the currency of the Contract and includes all supplies and performance mentioned in the Contract.

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e. Engineer means the Director (Ops.Maint), Port Qasim Authority or any other person duly appointed by the PQA. The Engineer or his appointed Representative is to assist in fulfillment of Marine Engineering Concerns or implications if any, in order to look after the best technical interests of PQA pertaining to the Contract. If the Employer / Employer’s Representative so desires, he would act as coordinating officer in correspondence with Contractor and will comply to the Employer / Representative’s decisions and / or Instructions if any, on Employer / Representative behalf, if not advised otherwise by the Employer / Employer Representative on contractual matters.

f. ‘Operation’ means the work, being executed in accordance with the Contract and shall include all services, supplies and performances mentioned therein. This includes but is not limited to operations of berthing/ sailing / towing / escorting / assisting / pilotage of LNG Carriers/FSRUs & other vessels or any other services for PQA.

g. Letter of Intent(LOI) means the formal letter of intent issued by the PQA to the Tenderer informing him of acceptance of his Tender.

h. “Contract” means the Contractual Agreement between PQA and the Contractor for the execution of the works and includes the following documents:

... The Letter of Intent… Letter of Acceptance by Contractor... The Contract Agreement including BIMCO Supply Time 2005

Charter Party, according to Guidelines and Clarifications / amendments incorporated as per requirement of PQA (Supplement Annex - P) and any special conditions of Contract

… Tender Documents completely filled, signed and stamped.… Integrity Pact… Any other related documents

i. ‘Contract Price / Price of the Contract’ means the Price of the accepted Tender as given in Letter of Intent, inclusive of all additions thereto or deductions there from as may be permissible under the provisions of the Contract.

j. ‘Act’ means other than in the context of a statute, the physical action of Tugs to meet the work requirements of Port Qasim as per instruction of the Harbour Master as detailed in the Contract documents.

k. ‘Contract/Charter Period’ means as stated in Clause 4.4 of these Special Conditions.

l. ‘Tug(s)/Craft(s)’ means the Tugs/Crafts to be supplied by the Contractor to PQA under the Contract.

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m. ‘Approved’ means approved in writing including subsequent written confirmation of previous verbal orders.

n. ‘Approval’ means written approval including the aforementioned. Any data or documents submitted with the Tender are only then deemed approved when expressly so fixed in the Contract.

2. Inspection of Tugs by PQA

After receiving Letter of Intent (L.O.I) from PQA, the successful Bidder, will make earliest arrangements for initial inspection of his Tugs by PQA team comprising of 6 persons and PQA’s nominated Surveyor at home ports of respective Tugs (on expenses to be borne by the Bidder). However, final acceptance of the Tugs will be subject to the satisfactory performance during inspection test / trial for fitness and readiness of the offered Tugs on arrival at Port Qasim, to be confirmed by PQA team. It will be verified that all relevant and valid, Original Certificates of Tugs and Crew, as per Tender requirement, are available on board Tugs (all Photocopies to be provided to PQA). The inspections/trial shall mainly pertains to speed of the Tug, efficient maneuvering capability, anchoring, mooring equipment, fire fighting, LNG related suitable equipments and fenders. All navigational equipment on board Tugs as per SOLAS requirements shall be in operational state. The same fitness standards are to be maintained during Charter period.

3. The Rates

All rates should be quoted in US dollars. Payments shall be made in Pak rupees / US dollars as the case may be. If in Pak Rupees, for the purpose of payment, the price quoted in U.S. dollar under this Contract shall be converted in Pak Rupees at the “Buying Rates” as notified by National Bank of Pakistan prevailing on the date of submission of the bill/invoice.

4. Terms of Operation

4.1 The Contractor shall position the Tugs by 1st March, 2015 of required and approved specifications at Port Muhammad Bin Qasim and commence the operations as per instruction of the Harbour Master of PQA.

4.2 Daily hire rate for each of the Tugs will be on flat rate per day.

4.3 The Tugs will be in perfect operational conditions and should remain / maintain sea going class throughout the contract period, registered with class of Lloyds, BV, DNV GL, NK/ ABS throughout the currency of the contract.

4.4 The Contract/Charter Period for the Tugs shall be for a term of Two years, (+/- 30 days) which may be extended for further period, on same terms and conditions, subject to 90 days notice.

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4.5 The Tugs placed at the services of PQA at Port Qasim shall be deployed as per instructions of Harbour Master or any other officer authorized by him.

4.6 HSD/Diesel oil shall be supplied by the Contractor for manning, operation and maintenance during the Contract/Charter Period for LNG compatible ASD Tugs and reimbursed by PQA on monthly basis against production of vouchers / evidence by the Contractor

4.7 The Tugs must get the time recorded with the control tower of PQA at the beginning and at the end of any and all Act(s) of Tugs and the timings to be recorded to the Harbour Master and Director (Ops M) office within twenty-four hrs.

5. Act of Tugs

5.1 The Contractor shall be responsible for the complete maintenance and entire operations of the Tugs (as the case may be). Accordingly, the Contractor shall maintain his Tug in fully operational condition, round the clock for PQA use throughout the Charter period.

5.2 PQA may at its own discretion, use the hired Tugs of the Contractor/s or of the Authority’s jointly or separately, as the case may be to attend the works as and when it deems fit.

5.3 The Tugs may be allowed ‘OFF’ for maintenance against prior permission of the PQA Engineer on the following conditions:

(i) Each LNG Compatible ASD Tug will have down time of one 01 day in every month, if required, and if unutilized it will lapse. The shipyard and dry docking costs shall be borne by the Contractor. The Contractor shall arrange alternate LNG Compatible ASD Tug during the charter period if unscheduled breakdown/shipyard repairs/dry docking of the Tug takes place for more than one (01) week. The alternative of the same Bollard Pull capacity LNG Compatible ASD Tug, if required, should arrive in Port Qasim, Karachi, Pakistan within one (01) week of the expiry of the above said one (01) week.

(ii) The Contract Agreement may be cancelled by PQA for unscheduled functional non-performance of any of the LNG Compatible ASD Tugs at any time for more than two (02) weeks and provided that replacement is not arranged during the Charter Period in that event PQA shall be entitled to get refunded the Contract Price paid to the Contractor for the unexpired Contract/Charter period.

(iii) The period for the maintenance would be allowed by the Director (Ops. Maint) or his authorized officer in writing after the request for the same has been made by the Contractor in writing.

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5.4 If in the opinion of the Engineer an emergency occurs during a shipping incident affecting the safety of life of the workers or of adjoining property, he may direct the Contractor to carry out all such work or to do all such things as may be necessary in the opinion of the Engineer to abate or reduce the risk. The Contractor shall forthwith comply without appeal with any such direction of the Engineer and the Engineer shall determine the amount if any of extra payment to be realized from ship for such emergency works by taking into consideration the gazetted charges for attending the ship to which the Contractor may be entitled @ 40% of the total amount recovered from the ship against such attended work.

6. Performance Bond

6.1 The Contractor shall submit a Performance Bond for amount equal to 10% of the Contract Price before signing of the Contract Agreement for due performance of the Contract. The Performance Bond shall be, at the option of the Bidder, in the form of a Bank Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating or from a foreign bank against Counter Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating in favour of the Employer. The Performance Bond shall be for the proper and conscientious execution of the Contract by the Contract in the form of a bank guarantee on prescribed form of tender document at Annex-N.

6.2 All cost incurred (inclusive of Stamp duties) in respect of submission of Tender and signing of Contract and submission of performance bond shall be borne by the Contractor, and PQA will not bear any expenses in this regard whasoever.

6.3 The performance bond will be released by PQA not later than 30 days following the date of completion of Contract.

6.4 The Performance Bond is binding, irrespective of variations, changes or time extension, which are granted or agreed upon. It should be submitted according to the form provided by PQA.

7. Fitness of Tugs

7.1 The Contractor should satisfy the Engineer or any officer authorized by him in respect of fitness of the Tugs by producing valid original certificates, issued by Ship Builder and Lloyds , BV, DNV GL, NK or ABS duly recognized by G.O.P. for the sea-going class / status of the Tugs during Charter period. Photocopies of all Original Certificates to be provided to Charterer / PQA.

7.2 Cost for such fitness tests and certificates shall be borne by the Contractor.

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7.3 Speed and Performance trials of Tugs will be carried out at Port Qasim by PQA Team including Harbour Master, Chief Engineer and Marine Consultant/ Surveyor, as indicated earlier at Clause 2 of Special Conditions of Contract.

8. Import Clearance of Tug/Visa & Work Permits/Taxation & Duties

8.1 The Contractor shall be responsible for ensuring that all his crew pay income tax or any other levies under the laws of Pakistan. The Contractor will also be liable for payment of his own corporate / profit taxes, withholding tax and other levies / deductions as required under the laws of Pakistan.

8.2 Contractor shall ensure manning of the Tugs at all times as per existing Class Minimum Crew Certificate of Tugs for the Contract Period for operations and repair / maintenance of the said Tugs.

8.3 Contractor's should manned all the Tugs sufficiently so that the working hours can be so arranged to undertake operations and channel maintenance works in accordance with the instructions of PQA.

8.4 Contractor shall be responsible for the salary, allowances, food, insurance, medical and travel to and from Pakistan expenses of its crew. Contractor shall be responsible for their onboard/off board the Tugs accommodation. PQA shall provide against payment of costs/rent by the Contractor a small office and a room for stowage of spare parts within Port Qasim to Contractor’s crew during the Contract Period.

8.5 The Contractor shall at his own expense procure work permits from the competent authorities in order to be able to employ his foreign personnel in Pakistan. The Contractor shall be responsible for all formalities in connection with passes, procurement of visas, police registration, work permits and expenditures for customs duties for personal property applicable to foreigners employed in Pakistan. If the Contractor so requests the PQA may recommend and assist the Contractor with the proper authorities for the work permits and other formalities applicable to foreigners in Pakistan.

8.6 All taxes, levies, duties, charges, export / license fees whatsoever payable in respect of the Tugs or otherwise payable abroad shall be the liability of the Contractor.

8.7 Subject to other provision of the Contract Agreement, taxes, duties, charges, import / license fees, in respect of contracted Tugs only and not carrier vessels except stamp duty on Contract and Performance/Bid and other Securities in Pakistan shall be the liability of PQA and if and when paid by the Contractor will be reimbursed by PQA. Port Qasim Authority shall not be liable for customs duties/taxes for subsequent/alternate Tugs in lieu of the first four LNG Compatible ASD Tugs (maximum 10 years old during the Charter/Contract period.

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8.8 The Contractor is solely responsible for all corporation, profit and traded taxes being paid in Pakistan or elsewhere PQA will deduct advance income tax from the payment of the bills of the Contractor in accordance with the prevailing laws of Pakistan, PQA will not assume any liability for such taxes and duties imposed on the Contactor.

8.9 The Contractor shall keep the PQA indemnified against all penalties and liabilities of every kind for breach of any statue ordinance, law and bylaw. The PQA will not effect any payment whatsoever to the Contractor in this connection as all relevant amounts must have been included by him in the unit prices at the time of submitting his Tender. The Contractor shall obtain at his expense all insurance to be effected under the Contract.

8.10 Import clearance of Tugs at Port Qasim (Karachi) including Customs / Excise / Sales Tax formalities (prior to commencement of contractual operations) is the responsibility of PQA.

9. Insurance

9.1 The Contractor prior to arrival of Tugs at Port Qasim shall arrange at its own costs the insurance of the Contractor's Tugs and Crew during the Contract Period.

10. Damage to persons and property

10.1 The Contractor shall indemnify the PQA against all losses and claims in respect of death of or injury to any person or loss of or damage to any property which may arise out of or in consequence of the execution of the contract and against all claims. Proceedings, damages, cost charges and expenses whatsoever in respect thereof or in relation thereto.

b. The extent of such damages to PQA’s property and amount of such claims as raised by PQA against the Contractor shall be finalized and adjusted against any amount of money due or which becomes due to the Contractor.

11. Third party Insurance

The Contractor shall, without limiting his obligations and responsibilities, ensure in the joint names of the Contractor and the PQA, against liabilities for death of or injury to any person including any employee of the PQA or loss of or damage to any vessel and property including that of the PQA arising out the performance of the Contract.

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12. Requirement of Insurances

12.1 The Contractor shall cover all risks incurring to him within this Contract through from an insurance company.

12.2 The insurance requirements will be effective from the date of signing of Agreement and remain valid during currency of the Contract and for 30 days thereafter.

13. Certificates and Payments

13.1 The Contractor shall submit bills for hire charges as per agreed terms to the Director (Ops Maint) after the end of each month.

13.2 The Charterer / PQA is responsible to make the payment of bills within Forty Five days from the date of the submission and verification of bills by the Engineer.

13.3 All monthly payments shall be considered as on account payment and shall be subject to adjustment until Contractor’s a final bill at the end of Contract is paid. Final bill shall be submitted with an endorsement that the Contractor has no other claim except the amount claimed in the final bill.

14. Anchorage / berthing facilities

The Tugs will normally be permitted in station at a place in Port Qasim water to be decided by Harbour Master. No dues/charges in respect of anchoring/ mooring/ berthing will be levied against the Tugs by PQA when they occupy any anchorage, mooring or berth in the port during the currency of Contract. However allocation of mooring of berth if required for the Tugs by the Contractor will be provided at PQA’s convenience at the sole discretion of Harbour Master.

15. Maintenance / Repair Services & Spare Parts

15.1 The Contractor during the Contract Period of the Tugs shall keep the said Tugs and the equipments thereon in good and serviceable condition and repair / replace all missing damaged or broken parts with suitable parts of same type quality and value.

15.2 Maintenance, repairs, consumables (excluding fuel to be provided by PQA under Clause 4.6 & 22 of these Special Condition of the Contract) and material costs inclusive but not limited to paint, shipyard and docking costs during the Contract Period of the Tugs shall be borne by the Contractor.

15.3 The maintenance and repairs of the Tugs and equipments thereon, unless shipyard and docking facilities are necessitated, shall be performed by the Contractor's crew on board the Tugs during the Contract Period.

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16.Liquidated damages

16.1 The PQA shall be entitled to liquidated damages from the Contractor for deficient delivery of any or all of the four (04) ASD LNG compatible Tugs by 1st March, 2015 at the rate of U.S $10,000/- (United States Dollars ten thousand only) per day per deficient Tug upto a maximum of U.S $500,000/- (United States Dollars five hundred thousand only) per Tug.

16.2 In case of failure by Contractor to provide Tugs continuously over 72 hours, during contract period on PQA Harbour Master’s demand then the Contractor shall pay liquidated damages as compensation to PQA equal to two times the Contractual rates on prorate basis for deployment of these Tugs against each unattended / non-operational hour for the required services (BIMCO Charter Party Suspension of Hire Clause 13 with PQA clarification for L.D is applicable).

16.3 If the Tugs called for the act through VHF has not physically moved from the place of parking within 30 minute for the required place for the Act the said liquidated damages will be levied for the period of delay from the time VHF message is passed till the time it physically reports for duty as directed by Harbour Master.

16.4 In case of a delay resulting in cancellation of the Acts by Harbour Master for the entire day due to failure of the Contractor in providing Tugs at PQA Harbour Master’s demand then the said liquidated damages would be levied for a period of twenty four hours. Decision of Harbour Master in respect of delay shall be deemed final and binding on Contractor.

16.5 The liquidated damages for individual defaults under the Contract Agreement shall not be accumulative but distinct and will be recovered accordingly. Once the maximum liquidated damages have been reached for any particular default relating to a particular Tug under a liquidated damages provision of the Contract Agreement PQA may terminate the Contract Agreement and in case of termination of the Contract Agreement PQA, without prejudiced to other rights/entitlements/remedy, shall be entitled to get refunded the advance Contract Price installments paid to the Contractor for the unexpired part of the Contract Period.

16.6 Contractor’s failure to maintain the Tugs in operational condition round the clock as provided in the Contract and/or as directed by the Engineer shall be a just cause for cancellation/termination of the Contract.

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17. Legal basis, Arbitration – settlement of disputes

17.1 This agreement will be subject to law of Pakistan and Pakistani courts shall have exclusive jurisdiction to hear and determine all actions and proceedings arising out of the Contract. The Contractor hereby submits to the jurisdiction of the Pakistan courts for the purpose of any such actions and proceedings. However the settlement of any disputes between parties in the manner laid down below in sub clause 17.2, 17.3, 17.4 ,17.5 and 17.6 will be a condition precedent to initiating the proceeding in court.

17.2 In case of any disputes, in connection with or arising out of the Contract the matter shall be referred to the Engineer who shall settle it and give his decision within 15 days after having been requested to do as in writing. The decision of the Engineer in respect of every matter as referred shall be final and binding upon the Contractor until completion of works and shall forthwith be given effect by the Contractor, who shall proceed with the works with all due diligence, whether he requires arbitration as hereinafter provided or not. If Engineer has given written notice of his decision to the Contractor and no claim to arbitration has been communicated to him by the Contractor within a period of 15 days from receipt of such notice the said decision shall remain final and binding upon the Contractor. If the Engineer fail to give notice of his decision after being requested as aforesaid within a period of 15 days after being requested as aforesaid /or if the Contractor should be dis-satisfied with any such decision then the Contractor may within 15 days after receiving notice of such decision or within 15 days after the expiration of the first name period of 15 days as the case may be require that the matter in dispute be referred to arbitration as hereinafter provided.

17.3 This arbitration will be carried out according to the Pakistan Arbitration Act 1940 or any statutory modification or re-enactment there of for the time being in force. The arbitration will be held in Karachi/Dubai. The dispute / differences will be submitted to two arbitrators, of whom one will be nominated by the PQA and the other by the Contractor. The arbitrators before entering upon their reference will appoint an umpire by mutual agreement and if they do not agree a judge of superior court should appoint the umpire, the award for arbitrator should be unspoken final and binding on both the parties.

17.4 All disputes and differences for which the eventual decision of Engineer is not final and binding shall be finally settled by the arbitrators / umpire nominated under this provision.

17.5 The Contractor shall not suspend/abundant the works before/during/after arbitration and if having done so, the Contractor hereby accepts the liability of the loss/damages resulting thereof to PQA.

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17.6 For arbitration initiated by the Contractor and to be held in Dubai, the Contractor shall bear the travel and lodging expenses of atleast four (4) representatives of PQA for each hearing to be held in Dubai.

18. Alternative Dispute Resolution

BIMCO Charter Party Relevant Clause 34 (c) and (d) is applicable. In case of dispute, the settlement In case of dispute, the settlement under BIMCO Charter party Clause 34 (c) and (d) the same shall be done in accordance with Pakistan Arbitration Act, 1940 and the Arbitration/ mediation will be held in Karachi/Dubai subject to the above provisions of Sub Clause 17.6 of these PPC.

19. Termination of Contract

19.1 That in case either of the parties, i.e. PQA or the Contractor is not satisfied with the performance of other party then in such circumstance the party aggrieved shall serve a notice to the other part describing the cause of such dissatisfaction and calling upon them to improve its services/working within a period of 7 days.

19.2 That if such defaulting party upon whom 7 days notice has been served, fails to improve its working/services, then the party aggrieved shall be entitled to terminate that Contract by giving 30 days notice in writing. During this period, there will be no suspension of work by either party. However, the Contractor may be required to continue his services till such time that alte0rnative arrangement is made by Charterer / PQA.

20. Unauthorized Occupancy of Berth

In case due to breakdown or any other reason the Tugs occupy the berth or restrict the movement of ships on any berth the Contractor is to pay revenue losses at the rate of daily average earning from the effected berth, calculated on the basis of last three month earnings.

21. Hindrance is Safe Navigation

If due to any mishap or accident of whatever nature any of the Vessels become hindrance in safe navigation or in movement of the vessels within the harbor, it is the responsibility of the Contractor to remove that obstructions within a period of 03 days at his own risk and cost, entirely to the satisfaction of the Engineer/Harbour master. Otherwise PQA will get it removed at the risk and cost of owner of the Tugs and deduct the amount so incurred from the Contractor’s bills.

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22. Supply of Fuel

HSD/Diesel oil shall be supplied by the Contractor for, operation and maintenance during the Contract/Charter Period for LNG compatible ASD Tugs and reimbursed by PQA on monthly basis against production of vouchers / evidence by the Contractor.. Proper Fuel Consumption and Balance record and Running Hours of Engines and Tug are to be maintained daily in a Log book on board by the Contractor staff, which is to be verified by PQA Engineer / Representative. Accordingly daily report of Fuel Consumption, Receipt and Balance on board should be submitted by the Contractor to Engineer / Representative on daily basis. However cost of all types of lubricants for Tug is to be borne by Contractor and accordingly arrangement of lubricants is the sole responsibility of Contractor.

23. Joint Venture

If the Contractor is a Joint Venture, consortium, firm or association, all of the parties shall be jointly and severally liable to PQA for the fulfillment of the provisions of the Contract and shall designate one party to act as a leader with authority to bind the Joint Venture, consortium, or association. The composition or the constitution of the Joint Venture, consortium, or association shall not be altered without prior consent of PQA.

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TO BE SUBMITTED SEPRATELY

IN SEALED ENVELOPE

PART -V

FINANCIAL OFFER

35

BILL OF QUANTITY (BOQ)

FOR FOUR (04) ASD LNG COMPATIBLE TUGS

(TO BE SUBMITTED WITH SEALED FINANCIAL PROPOSAL)

(1) (2)

A. Bill of Quantities for three (03) 75 tons Bollard Pull LNG Compatible ASDTugs:-

1. Quotation at flat rate per day per Tug with full responsibility of operation, maintenance, manning and lubricants for each of 75 tons bollard pull LNG Compatible ASD Tug (without fuel cost):-

USD (USD only) per Tug

2. Operational Price for 2 years (730 days) for three (03) 75 tons bollard pull LNG Compatible ASD Tugs equal to

(a) USD

USD per day per Tug x 03 Tugs x 730 days

3. Quotation for lumpsum Mobilization/Demobilization per 75 tons bollard pull LNG Compatible ASD Tugs, (if claimed from PQA):-

USD (United States Dollars only) per Tug

4. Lumpsum Mobilization/ Demobilization Price (if claimed from PQA ) for three (03) 75 tons bollard pull LNG Compatible ASD Tugs equal to

(b) USD

USD per Tug x 03 Tug

Sub-Total (A) = (a) + (b) USD

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B. Bill of Quantities for one (01) 85 ton Bollard Pull LNG Compatible ASD Tugs with additional escort notation/facility:-

1. Quotation at flat rate per day per Tug with full responsibility of operation, maintenance, manning and lubricants for the 85 tons bollard pull LNG Compatible ASD Tug (without fuel cost):-

USD (United States Dollars only)

2. Operational Price for 2 years (730 days) for one (01) 85 tons bollard pull Tugs equal to

(a) USD

USD per day per Tug x 730 days

3. Quotation for lumpsum Mobilization/ Demobilization(if claimed from PQA ) for 85 tons bollard pull LNG Compatible ASD Tugs :-

(b) USD

USD (United States Dollars only)

Sub-Total (B) = (a) + (b) USD

Contract Price Sub-Total (A) + Sub-Total (B) = USD (United States Dollars only)

NOTE:

1. Bills to be raised on monthly basis.2. Payment shall be made at the rate on the date of submission of bills or as the case

may be Inter bank floating rates subject to the approval of GOP/ State Bank prevailing on the date of submission of bills.

3. Mobilization/Demobilization Advance payment of two weeks rental charges against the Tugs, if any, shall be paid against Bank Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating or from a foreign bank against Counter Guarantee issued by a Scheduled Bank in Pakistan having atleast “AA” rating in favour of PQA. The Mobilization/Demobilization Advance shall be deducted in 24 equal monthly installments against each monthly bill.

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PART-VI

ANNEXURES

38

Annex - A

GENERAL INFORMATION

Company Name:……………………………………………………………………………………………………………………………………………………………………………

1. Head Office Address…………………………………………………………… ……………………………………………………………………….………………… ………………………………………………………………

……………………………………………………………………………………………………………………………………………………………………

Tel. No. ………………… E.mail…………………………………………… Fax……………………… No……………………………………………….

2. Regional Office Address (if any)

Address:……………………………………………………………………….……………………………………………………………………………………………

Tel.No.…………………E.mail……………… Fax No…… ………………….

3. Local Office / Agent Address

Address:………………………………………………………………………….

Tel.No.…………………E.mail…………………….. Fax No……………………..

4. Name and position in the organization, of the person to be contacted.

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Annex - B

BIDDER EXPERIENCE FOR SUPPLY OF LNG COMPATIBLE ASD TUGS

Main Lines of Business relating to LNG compatible ASD Tugs:……………………………………………………………………………………………………………………………………………………………………………………

1………………………………………….

2………………………………………….

3………………………………………….

.

4………………………………………….

5………………………………………….

6………………………………………….

7………………………………………….

8………………………………………….

Since……………………………………

Since……………………………………

Since ………………………………..

Since ……..…………………………….

Since………..

…………………………….

Since ..……………………………….

Since…….……………………………….

Since …………………………………….

Please provide documentary evidence, as maybe applicable.

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Annex - C

LIST OF CUSTOMERS / CONTRACTS AND ONGOING PROJECTS / OPERATIONS OF LNG COMPATIBLE ASD TUGS

S.NO. NAME OF CONTRACT

VALUEMillion US$

NAME OF EMPLOYER

SUPPLY DATE / SCHEDULED

COMPLETION DATE

TOTAL VALUE

Please provide documentary evidence, as maybe applicable.

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Annex - D

BIDDER FIRM PERSONNEL DETAILS

Sector Name(s)

Age

Total Experience

Key Qualification/ Education

Designation

Relevant Experience(#of years)

Administration

General Management

Technical Management

Others

NOTE: Please provide documentary evidence about Employees and relevant Certificates.

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Annex - E

BIDDER’S FINANCIAL DATA

A. Summary of assets and liabilities on basis of the audited financial statements of the last three financial years.

(US$ in Millions)

Year Year Year Average 3 years

1.2.

3.

4.

5.

6.

7.

Total Assets

Current Assets

Total Liabilities

Current Liabilities.

Net Worth (1-3)

Working Capital (2-4)

Turn Over

B.

1. Names / Addresses of Commercial Banks in the country of origin and local branch providing credit line:……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

2. Approx. amount of credit line:……………………………………………………………………………………………………………………………………………………………………

Attach copies of the Bankers Certificates, audited financial statements of the last three financial years.

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Annex-F

TECHNICAL SPECIFICATIONS OF EACH OF THE OFFERED LNG COMPATIBLE ASD TUG 75 TONS B.P (TO BE PROVIDED BY BIDDER SEPARATELY FOR EACH OF THE TUGS )S.NO. DESCRIPTION / INFORMATION01.

02.

03.

04.

05.

06.

07.

08.

09.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

Year of built

Length overall

Breadth

Draft

No. of Screws

Tug speed at RPM 90% MCR

Accommodation

Type of propulsion

International Classification Society

Nature / Type of Sea going Class

(as issued by Classification Society)

Bollard pull (Steady) Astern

Main Engines Power BHP / Kilowatt

No. and power of generators

Navigational Equipment on wheel house

Fire fighting arrangement

Life saving equipment

Towing arrangement

Total Fuel capacity on board

Endurance

Main Engines average Fuel consumption per hour at rated Speed.

Generators average fuel consumption per hour at normal load.

Any other information including LNG related equipments

Note: Documentary proof including relevant certificates of Builder and Lloyd's, BV,

DNV GL, NK or ABS approved society to be provided by Bidders.

44

Annex-G

TECHNICAL SPECIFICATIONS OF THE OFFERED LNG COMPATIBLE ASD TUG 85 TONS B.P

(TO BE PROVIDED BY BIDDER)S.NO. DESCRIPTION / INFORMATION01.

02.

03.

04.

05.

06.

07.

08.

09.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

Year of built

Length overall

Breadth

Draft

No. of Screws

Tug speed at RPM 90% MCR

Accommodation

Type of propulsion

International Classification Society

Nature / Type of Sea going Class

(as issued by Classification Society)

Bollard pull (Steady) Astern

Main Engines Power BHP / Kilowatt

No. and power of generators

Navigational Equipment on wheel house

Fire fighting arrangement

Life saving equipment

Towing arrangement

Total Fuel capacity on board

Endurance

Main Engines average Fuel consumption per hour at rated speed

Generators average fuel consumption per hour at normal load.

Any other information including LNG related equipments

Note: Documentary proof including relevant certificates of Builder and Lloyd's, BV, DNV GL, NK or ABS approved society to be provided

by Bidders.

Annex- H

EVALUATION CRITERIA FOR TECHNICAL SPECIFICATIONS

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OF LNG COMPATIBLE ASD TUG (75 TONS B.P)

(TO BE CONSIDERED FOR TECHNICAL QUALIFICATION OF BIDS)

Mandatory Requirement

Remarks

1. Year of built Age should not exceed 10 years Yes / No during Charter period

2. Length overall 28 – 36 meter Yes / No

3. Breadth 10 – 14 meters Yes / No

4. Draft within 6.5 meters Yes / No

5. Classification Society Sea-going class (valid) Lloyd's, BV, DNV GL, NK or ABS Yes / No

6. No. of screws 02 Yes / No

7. Free Running Speed 10 Knots (minimum) Yes / No under normal conditions of Sea / Weather

8. Steady Bollard Pull in Astern minimum 75 tons Yes / No

09. Propulsion Azimuth Stern Drive (ASD) Yes / No

10. Towing Arrangement Approved arrangement of sufficient Yes / No power, quick release type and appropriate brake holding capacity

11. Navigational Equipment According to SOLAS, required for Yes / No Sea going class vessel

12. Fire fighting Arrangement According to SOLAS and LNG compatible , required for Sea going Class vessel Yes / No

13. LNG special features as per Industry and Class requirement Yes / No

Note: Documentary proof including relevant certificates of Builder and Lloyd's, BV,

DNV GL, NK or ABS approved society to be provided by Bidders.Annex- J

EVALUATION CRITERIA FOR TECHNICAL SPECIFICATIONS

46

OF LNG COMPATIBLE ASD TUG (85 TONS B.P)

(TO BE CONSIDERED FOR TECHNICAL QUALIFICATION OF BIDS)

Mandatory Requirement

Remarks

1. Year of built Age should not exceed 10 years Yes / No during Charter period

2. Length overall 28 – 38 meter Yes / No

3. Breadth 10 – 15 meters Yes / No

4. Depth within 6.5 meters Yes / No

5. Classification Society Sea-going class (valid) Lloyd's, BV, DNV GL, NK or ABS Yes / No

6. No. of screws 02 Yes / No

7. Free Running Speed 12 Knots Yes / No under normal conditions of Sea / Weather

8. Steady Bollard Pull Astern minimum 85 tons Yes / No

09. Propulsion Azimuth Stern Drive (ASD) Yes / No

10. Towing Arrangement Approved arrangement of sufficient Yes / No power, quick release type and appropriate brake holding capacity

11. Navigational Equipment According to SOLAS, required for Yes / No sea going class vessel

12. Fire fighting Arrangement According to SOLAS, required for Yes / No sea going class vessel

13. LNG special features as per Industry and Class requirement Yes / No

Note: Documentary proof including relevant certificates of Builder and Lloyd's, BV,

DNV GL, NK or ABS approved society to be provided by Bidders.

Annex-K

47

NON JUDICIAL STAMP PAPER OF APPROPRIATE VALUE

INTEGRITY PACT

________________ hereby declares that it has not obtained or induced the (the Contractor)

procurement of any contract, right, interest, privilege or other obligation or benefit from Government of Pakistan or any administrative sub-division or agency thereof or any other entity owned or controlled by it (GoP) through any corrupt business practice.

Without limiting the generality of the foregoing ______________ represents and

(the Contractor) warrants that it has fully declared the brokerage, commission, fees etc., paid or payable to any one and not given or agreed to give and shall not give or agreed to give to anyone without or out side Pakistan either directly or indirectly through any natural or juridical person, including its affiliate, agent, associate, broker, consultant, director, promoter, shareholder, sponsor or subsidiary, any commission, gratification, bribe finder’s fee or kickback, whether described as consultation fee or otherwise, with the object of obtaining or including the procurement of a contract, right, interest, privilege or other obligation or benefits in whatsoever from GoP, except that which has been expressly declared pursuant hereto.

_____________ certifies hat it has made and will make full disclosure of all (the Contractor)agreements and arrangements with all persons in respect of or related to the transiting with GoP and has not taken any action or will not take any action to circumvent the above declaration, representation or warrant.

____________ accepts full responsibility and strict liability for making any false (the Contractor)declaration, not making full disclosure, misrepresenting facts or taking any action likely to defeat the purpose of this declaration, representation and warranty. It agrees that nay contract, right , interest, privilege or other obligation or benefit obtained or procured as aforesaid shall, without prejudice to any other right and remedies available to GoP under any law, contract or other instrument, be void able at the option of GoP.

Notwithstanding any rights and remedies exercised by GoP in this regard, (the Contractor) agrees to indemnify GoP for any loss or damage incurred by it on account of its corrupt business practices and further pay compensation to GoP in an amount equivalent to ten time the same of any commission, gratification, bribe, finder’s fee or kickbacks given by (the Contractor) as aforesaid for the purpose of obtaining or inducing the procurement of any contract, right, interest, privilege or other obligation or benefit in whatsoever from GoP.

Annex- L

48

EVALUATION CRITERIA FOR TECHNICAL QUALIFICATION OF BIDS

The Evaluation Criteria for applicant firms / bids is given as under:MANDATORY REQUIREMENTS:1. Tugs–of class Lloyd's, BV, DNV GL, NK or ABS2. Escort / Facility notation on 85 ton LNG compatible ASD Tug 3. LNG special features as per industry and Class requirement

4. General compliance to requirements / Criteria of Technical specifications for offered Tug /s5. Last three years audited Financial Statements (Income statement and balance sheet).

6. Professional Capability of Firm and Professionals

Professional Management of the Firm for required Services

a. Tug Master – With first Class Certificate of Competency

Minimum ASD Tug handling experience – 5 Years

b. Chief Engineer – With first Class Certificate of Competency

Minimum ASD Tug handling experience – 5 Years

Operational Staff on board offered Tug,

(Including experienced Chief Engineer and Master with relevant Certificate of Competency) compliant to statutory requirement of “Safe Manning” as per sea going Class/ Mercantile Marine department (MMD) Government of Pakistan

YES

YES

YES

NO

NO

NO

Professional Experience of Bidder Firm to deliver Services of Hired Tugs

Sufficient Port Experience for Operation of LNG compatible Tugs - at LNG Terminals Minimum 5 Years

Sufficient Experience for providing services of LNG compatible Tugs - Minimum 5 Yearsincluding Crew

Track record / reference for satisfactory work - Minimum 5 years

YES

YES

YES

NO

NO

NO

49

5.

Financial Soundness

a. Working Capital (current assets – current liabilities)

USD. 2.0 million and above

b. Average Turnover (Gross Revenue) of last three years

USD. 10.0 million and above

c. Net worth

USD. 20.0 million and above

d. Last Three Years Audited financial statements submitted

YES

YES

YES

YES

NO

NO

NO

NO

ON STAMP PAPER

Annex- M

50

FORM OF CONTRACT(For Supply of Four (04) LNG Compatible ASD Tugs)

THIS CONTRACT AGREEMENT made at Karachi, Pakistan on this day of , 20 BETWEEN Port Qasim Authority, Port Qasim, Bin Qasim, Karachi, Pakistan established under the Port Qasim Authority Act, 1973 (Act XLIII of 1973) (hereinafter referred to as "PQA" which expression as and when the context so requires shall include its successors-in-interest and assignees) of the one part AND M/s. a Sole Proprietorship/ Partnership/Joint Venture/incorporated Company having its office at (hereinafter referred to as "Contractor" which expression as and when the context so requires shall include its successors-in-interest and assignees) of the second part.

WHEREAS the PQA had invited tenders for supply on Contract/Charter basis two (02) years period for four (04) ASD LNG compatible Tugs (maximum ten (10) years old during Contract/Charter Period) of which three (03) having bollard pull capacity of 75 tons and one (01) with additional escort notation/facility having bollard pull of 85 tons capable of handling LNG Carriers/FSRUs & other vessels for operations in Port Qasim, Karachi, Pakistan; and

WHEREAS PQA has accepted the Tender submitted by the Contractor for supply of the above mentioned newly constructed four (04) ASD LNG compatible Tugs for a total fixed lumpsum of USD (U.S. Dollars only).

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS :-1. The following documents shall be deemed and construed to form an integral

part of this Contract Agreement:-

(a) Notice of Invitation to Tender;(b) Tender/Bid/Bill of Quantities and technical schedules submitted by

Contractor;(c) Technical Specifications submitted by the Contractor for four (04) LNG

compatible ASD Tugs (d) General Conditions of Contract;(e) Particular Conditions of Contract;(f) Schedules/Appendices/Annexures/Corrigendums/Addendums to the

Tender;(g) Drawings;(h) Letter of Intent;(i) Letter of Acceptance of the Lessor/Supplier;(j) Performance Bond;(k) Insurance Policies;(l) Integrity Pact;

51

(m) PQA requirements BIMCO Time Charter Party- Supply Time 2005 (Annex-P)

(n)Any and all other documents signed / relevant to the Contract.

2. In consideration to be made by PQA to the Contractor as indicated in this Contract Agreement the Contractor covenants with the PQA for the Contract/Charter of the aforesaid four (04) Tugs under the Contract Agreement and undertakes to execute and complete the works/operations/obligations specified in the Contract Agreement and remedy defective works/operations in conformity with the provisions of the Contract Agreement.

3. The PQA hereby convenants to pay to the Contractor in consideration of Contract/ Charter of the aforesaid four (04) Tugs and execution and completion of the works/operations/obligations specified in the Contract Agreement and remedying of defective works/ operations therein the Contract Price or such other sums as may become payable under the provisions of the Contract Agreement at times and manner prescribed by the Contract Agreement.

IN WITNESS WHEREOF the parties hereto have caused this Contract Agreement to be executed in accordance with the laws of Pakistan on the day, month and year first mentioned above:-

For Port Qasim Authority :-

Signature:- Name:- Designation:-

WITNESSSignature:- Name:- Address:-

For Contractor :-

Signature:- Name:- Designation:-

WITNESSSignature:- Name:- Address:-

Annex-NPERFORMANCE BOND

Guarantee No. _________________ Executed on _________________ Expiry Date _________________

52

Letter by the Guarantor to the Employer

Name of Guarantor (Bank) with address: ___________________________________

Name of Principal (Contractor) with address: ________________________________

Guaranteed Sum of Security (express in words and figures) _______________________

___________________________________________________________________

Letter of Acceptance No. ___________________________ Dated _____________

KNOW ALL MEN BY THESE PRESENTS, that in pursuance of the terms of the Tender Documents and above said Letter of Acceptance (hereinafter called the Documents) and at the request of the said Principal we, the Guarantor above named, are held and firmly bound unto the______________________________________ (hereinafter called the Employer) in the penal sum of the amount stated above for the payment of which sum well and truly to be made to the said Employer, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the Principal has accepted the Employer’s above said Letter of Acceptance for ______________________________________________ (Name of Contract) for the _____________________________________________ (Name of Project).

NOW THEREFORE, if the Principal (Contractor) shall well and truly perform and fulfill all the undertakings, covenants, terms and conditions of the said Documents during the original terms of the said Documents and any extensions thereof that may be granted by the Employer, with or without notice to the Guarantor, which notice is, hereby, waived and shall also well and truly perform and fulfill all the undertakings, covenants terms and conditions of the Contract and of any and all modifications of said Documents that may hereafter be made, notice of which modifications to the Guarantor being hereby waived, then, this obligation to be void; otherwise to remain in full force and virtue till all requirements and Conditions of Contract are fulfilled.Our total liability under this Guarantee is limited to the sum stated above and it is a condition of any liability attaching to us under this Guarantee that the claim for payment in writing shall be received by us within the validity period of this Guarantee, failing which we shall be discharged of our liability, if any, under this Guarantee.

We, _________________________________________(the Guarantor), waiving all objections and defences under the Contract, do hereby irrevocably and independently guarantee to pay to the Employer without delay upon the Employer’s first written demand without cavil or arguments and without requiring the Employer to prove or to show grounds or reasons for such demand any sum or sums up to the amount stated above, against the Employer’s written declaration that the Principal has refused or

53

failed to perform the obligations under the Contract which payment will be effected by the Guarantor to Employer’s designated Bank & Account Number.

PROVIDED ALSO THAT the Employer shall be sole and final judge for deciding whether the Principal (Contractor) has duly performed his obligations under the Contract or has defaulted in fulfilling said obligations and the Guarantor shall pay without objection any sum or sums up to the amount stated above upon first written demand from the Employer forthwith and without any reference to the Principal or any other person.

IN WITNESS WHEREOF, the above-bounden Guarantor has executed this Instrument under its seal on the date indicated above, the name and corporate seal of the Guarantor being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

_________________ Guarantor (Bank)

Witness:1. ______________________ 1. Signature ____________________

_______________________ 2. Name ____________________ Corporate Secretary (Seal)

3. Title ____________________

2. _______________________

_______________________ _______________________ Name, Title & Address (Seal) Corporate Guarantor (Seal)

Annex-O

MOBILIZATION COST ADVANCE PAYMENT GUARANTEE

54

WHEREAS the PORT QASIM AUTHORITY (hereinafter called the “Employer”)

have entered into Contract with M/s. _____________________________ (Hereinafter

called the “Contractor”) __________________ for the execution of

__________________, AND WHEREAS the Employer has agreed to advance the

Contractor, at our joint request, an amount of

Rs.___________(Rupees_________________________) to be used for the

mobilization of equipment plants and things for the above written works.

In consideration of the Employer, making the advance we hereby, guarantee that the

Contractor M/s.__________________ shall use the advance for the above written

works, and if they fail or commit default of which employer shall be the sole judge in

fulfillment of any or their obligation for which the advance payment is made, we shall

be liable to the employer for the payment of the amount in respect of which they have

so failed not exceeding the aforementioned sums.

NOTICE in written of any lapse or default on the part of the Contractor will be given

by the employer to us and on first demand for a sum up to a limit of the guarantee

amount from the employer, payment of the amount demanded shall be made without

reference to the Contractor and without question as to whether there was default or

lapse and the employer’s decision in this behalf shall be final and binding on us and

no dispute or question will be raised by us before the payment is made to employer.

The said advance payment is to be recovered if possible against payment(s) from the

running bills of the Contractor in accordance with the provision of the clauses of the

conditions of the Contract. This guarantee shall remain in force until the payment for

the running bills of the Contractor or until ______________ (state completion date

whichever date is earlier).

The aforesaid guarantee is binding on us is irrevocable.

SIGNED, SEALED AND DELIVERED on the presence of:

1. Contractor________________________________________ Witness _________________Signature Name ____________________________________________________________

2. SuretySignature ________________________________ Witness ________________Name __________________________________________________________

55

SUPPLEMENT

ANNEX

Annex-P

GUIDELINES (AS PER REQUIREMENT OF PQA)TO FILLBLANK COLUMNS / FORMAT OF

56

BIMCO SUPPLY TIME 2005 CHARTER PARTY

The following Guidelines, as per requirement of PQA have been specified for information and necessary agreement of Bidders. According to these guidelines, relevant entries to be incorporated in corresponding columns of BIMCO Charter Party at stage of Contract Agreement between Charterer (PQA) and Successful Bidder (Contractor) of the Tug. As regard, remaining Columns / Clauses of BIMCO Charter Party, the information pertains either to successful Bidder / Contractor or the Clauses may be attended with mutual agreement in line with BIMCO Charter Party.

BIMCO Supply Time 2005 Charter Party

PART – IBox 1 Place and date of Contract

Port Qasim (Karachi), Pakistan Box 7 Port or Place of delivery

Port Qasim (Karachi), Pakistan Box 8 Port or Place redelivery / notice of redelivery

i) Port Qasim (Karachi), Pakistan ii) Fourteen (14) days

Box 9 Period of CharterTwo years (+ / - 30 days)Duration of Charter Period of Tug should cater for provision of plus / minus 30 days, for unhindered shipping operations and any other services in Port and its approaches.

Box 10 Extension of period of charterFurther extension possible on mutual agreement on same terms and conditions.

Box 16 Area of operationWithin Port Qasim limits and Approaches

Box 19 BunkersHSD/Diesel oil shall be supplied by the Contractor for manning, operation and maintenance during the Contract/Charter Period for LNG compatible ASD Tugs and reimbursed by PQA on monthly basis against production of vouchers / evidence by the Contractor However, for any Lubricants, any supply or payment is not to be made by Charterer (Clause 22 of S.C.C of Tender Document)

ii) According to invoice and support documentsiii) According to invoice and support documents

Box 20 CharterRate to be in US Dollars at flat rate per day (Clause 3 of S.C.C, Tender Document)

Box 21 Extension Charter Not Applicable. For any extension period, terms, conditions and rates to be

57

same as original Contract (Cl. 4d of S.C.C)

Box 22 Invoicing for charter and other paymentsInvoice to be raised every month

Box 24 Payment of charter45 days, from date of receiving invoice

Box 25 Interest rate payable1% per month or part thereof

Box 26 Maximum audit periodCharter period

Box 27 MealsNot applicable

Box 28 AccommodationNot applicable

Box 29 SubletNot Applicable

Box 30 War CancellationNot Applicable

Box 31 General AveragePakistan / Dubai

Box 32 Taxes Excluding taxes and duties in respect of the Tugs in Pakistan but inclusive of carrier vessel charges and corporate /personal income taxes leviable of Contractor/Crew..

Box 33 BreakdownMaximum 14 days

Box 34Clause 34

BIMCO Dispute Resolution Relevant Clause 34 (a) / (c) is applicable in accordance with Arbitration Act 1940. Arbitration/mediation to take place either in Karchi or Dubai.

Clause 34 (a) / (c) as agreed. Either in Pakistan or Dubai.Box 35 Numbers of additional clauses covering special provision.

If any, agreed between Charterer and Tug Owner.With reference to this Contract agreement, Instructions to Tenderers, General and Special Conditions of Tender Documents (not mentioned in this BIMCO Charter party / related Documents), have been / to be complied accordingly by Tenderers in this Contract.

58

It is also mutually agreed that the Contract of hiring Tug shall be performed, according to BIMCO supply time 2005 Charter Party, consisting of Part-I and Part-II, including entries / as per requirement of Charterer (PQA), as well as Annex “A” and Annex “B” as annexed to this Charter. In the event of a conflict of conditions, the provision of Part - I including PQA requirements (as per Guidelines) shall prevail over those of Part - II and Annex “A” and Annex “B” to the extent of such conflict but no further.

Annex-A – Tugs Specifications of all relevant parameters to be filled in by the Contractor / Owner.

Annex-B – Insurance policies (as applicable) to be procured and maintained by the Contractor / Owner.

Part II

SUPPLY TIME 2005, TIME CHARTER PARTY FOR OFFSHORE SERVICE VESSELS

59

Clause 10 Bunkers HSD/Diesel oilshall be supplied by the Contractor for manning, operation and maintenance during the Contract/Charter Period for LNG compatible ASD Tugs and reimbursed by PQA on monthly basis against production of vouchers / evidence by the Contractor.

Clause 13

Sub clause (a)

Sub clause (c)

Suspension of Hire

Clause 13(a) is generally applicable and the suspension of hire charges will be done normally at single rate. However, if for any reasons the non-ops continuous period of Tug during Charter period, exceeds three days (72 Hrs) (excluding permitted Maintenance Allowance as per Clause 13(c) on written request) subsequently the hire charges will be deducted at twice / double rate so as to include liquidated damage for non-availability of the Tug for shipping requirements.

Provision of Maintenance Allowance (on written request of Contractor)on same terms and conditions.

Clause 24 BIMCO Ice Clause for Time Charter Parties This clause is not applicable and to be deleted.

Clause 30 TaxesWithin the day rate, the Owners shall be responsible for all present taxes.

Clause 34 BIMCO Dispute Resolution (c) and (d) Relevant Clause 34 (a) / (c) is applicable in accordance with Arbitration Act 1940. Arbitration/mediation to take place either in Karchi or Dubai.

Clause 35 Number of additional Clauses covering special provision, if agreedAny Clauses if agreed mutually

60