INVITATION FOR PROPOSAL TO PROVIDE LEGAL CONSULTANCY SERVICES Punjab Power Development Company Limited (PPDCL), invites proposals from consultancy firms for providing Legal Consultancy Services to the PPDCL in respect of legal advisory, assistance in commercial negotiation etc. Bidding document is immediately available in the office of undersigned. The firms are required to send detailed bid, enclosed in the sealed package, to reach the following address by 11:00 hours (PST) on 09 October 2017. The bids will be opened at 11:30 hours (PST) on the same day and firms will be evaluated based on the evaluation criteria given in TORs. Complete set of Terms of Reference (TORs) can be obtained from company office or downloaded from the websites mentioned below. Chief Executive Officer Punjab Power Development Company Limited (PPDCL). 3 rd Floor, Mega Tower, Main Boulevard, Gulberg-II, Lahore Telephone: 042-99332154-56 www.energy.punjab.gov.pk, www.ppra.punjab.gov.pk, www.ppdcl.com.pk
PUNJAB POWER DEVELOPMENT COMPANY LIMITED TERMS OF REFERENCE HIRING OF LEGAL ADVISORS (FIRM) 3rd Floor Mega Tower 63 B, Main Boulevard Gulberg II. Lahore (Pakistan) Phone: 042-99332154-56
1. Background The Punjab Power Development Company Limited (PPDCL), a corporate entity under Energy Department, Government of the Punjab is mandated to construct, operate and maintain power generation projects in the Punjab to meet energy shortage. PPDCL has to ensure compliance with the statutory provisions of Company s Ordinance, 1984 and requirements prescribed by Security Exchange Commission of Pakistan as well as to adhere to legal requirements regarding development of the power projects. In this perspective, PPDCL intends to hire legal advisor firm under the provisions of the Companies (Appointment of Legal Advisor) Act, 1974 on retainer ship basis to assist PPDCL in relation to duties and obligations under Company s Ordinance, 1984 and development of power projects in public sector on EPC plus finance mode or Joint Venture mode. 2. Rationale 2.1 PPDCL has planned to develop power projects based on different technologies (hydropower, coal and biomass) in public sector as well as Joint Venture mode with private sector in order to overcome energy shortage as well as providing energy security to the province of Punjab. Apart from compliance with the provisions of Company s Ordinance, 1984, PPDCL has to ensure that the procurement of HR services, consultants/advisors, equipment and plants and O&M of the project after commercial operation date are carried out strictly in accordance with law, rules and regulations. These activities involve preparation of comprehensive documentation requiring compliance with law, rules, regulations and legal vetting. The provisions of the Companies (Appointment of Legal Advisers) Act, 1974 also requires that a corporate entity registered with SECP shall engage an advocate or a registered firm to act as Legal Advisor to advise the company on all legal matters. 2.2 The objective of hiring legal advisor on retainer ship is to advise the company in the performance of its functions and the discharge of its duties in accordance with law. Legal Advisor shall provide legal assistance to PPDCL for running its day to day affairs involving legal and corporate issues as per the prevalent laws, rules and regulations. 3. Period of Service The Services of Legal Advisor is initially required for one year commencing from the date of coming into force of the agreement; which may be extended for another year as per terms and conditions mutually agreed. 4. Scope of Work 4.1 This section provides an indicative scope of work for the legal advisor. It shall, however, be the responsibility of the legal advisor to carry out all the tasks for smooth running of the company s affairs under the provisions of Company s Ordinance 1984 as well as legal endorsement of all documents relating to the development of power projects in public sector or JV mode or PPP
mode. 4.2 Without prejudice to the generality of foregoing clause, the specific tasks and activities include, but are not limited to, the following: i. Providing legal opinion/endorsement on day to day business affairs of the Client s company under Company s Ordinance, 1984 and other enabling law of the country ii. iii. iv. Review and legal endorsement of all documents prepared by the Client, including but not limited to Pre-qualification Documents (PQD), Evaluation Criteria, Notification of pre-qualified bidders and grievances redressal etc. Review and legal endorsement to the Client about Bidding Documents, evaluation criteria and contracts/agreements for inviting Bids for procurement as defined in Punjab Procurement Rules, 2014, Notification of successful bidder and assistance in grievances redressal or any other matter incidental thereto. Providing legal assistance in the process of contract negotiations, legal endorsement of performance guarantees or any other guarantee and signing of contract agreement. v. Ensure the legal form and contents of all documents prepared, as well as for those to be approved by the Client. vi. vii. viii. ix. Provide legal assistance against any litigation arising out of its daily business affairs or during contract administration or O&M of the projects; Representing and defending the Client before the Courts of Law including but not limited to Magistrate /Civil / Labor Courts /Tribunals /Sessions / All High Courts of Pakistan as the case may be / Federal Shariat Court / Supreme Court for the cases either filed by the Client against Consultants/ Contractors/ Suppliers / Sub-Contractors/ Partners /Employees etc. or Vice Versa. Interact on behalf of the Client with relevant federal and provincial government authorities as and when required with regard to corporate/ contractual/commercial/ legal matters of the Client. Providing legal assistance in Dispute Resolution at International/ national Forums as and when required. x. Negotiate and reply legal notices and help the Client in sorting out issues out of court(s) through Alternate Dispute Resolution (ADR) mechanism. 4.3 The Legal Advisor should be willing to travel throughout Pakistan to represent the Client and defend its cases in the courts of as and required by the Client.
5. Mandatory Requirements for Responsiveness of Bid 5.1. Bidders are required to meet the following minimum criteria to make their bid responsive and eligible for the financial bid opening. If any of the Mandatory documents is found missing then the Bids opening and evaluation committee reserve the right to reject the Bid of that Firm/Supplier. Minimum Criteria A. The engagement partner and manager of the team should have the bar council membership. Evidence of the membership should be attached with the technical bid. B. The firm or its engagement partner should have the experience of minimum ten (10) years and the experience letter should be attached with the technical bid. C. The firm should have at least three (3) lawyers associated with the firm. D. The firm should have experience of providing legal advisory / counsel services to power sector organization. Experience letter should be attached with the technical bid. E. The firm should have the international experience with IFIs / Foreign Governments. F. The firm must be registered with Income Tax and copy of registration certificate be attached with the technical bid. G. Bidding firm must not be black listed and the affidavit for being not black listed should be attached with the technical bid. H. The team leader should be Law Graduate with minimum twenty (20) years experience in practice of law involving multi-disciplinary issues and having license of Supreme Court of Pakistan. I. The firm should have the legal expert who is Law Graduate with at least ten (10) years experience in the relevant field and also having license of High Court bar association. This legal expert will be advising on day to day business affairs of corporate entity. J. The firm should have the legal expert who is Law Graduate with at least ten (10) years experience in the relevant field and also having license of High Court bar association. This legal expert will be advising on legal issues of the company involving vetting of the documents, contracts, agreements and providing opinions on legal matters. K. Bid Security amounting Rs.20,000 in the form of CDR (refundable) is attached with the technical bid. 5.2. As per the clause 31 of PPRA Rules 2014, PPDCL will use the amount of the bid price as the sole evaluation criteria for the bids. 5.3. A bid shall be considered as responsive if bid is accompanied by the mandatory requirements as prescribed in clause no.5.1 (above) of the bidding document. If any of the Mandatory documents is found missing then the Bids opening and evaluation committee reserve the right to reject the Bid of that Firm/Supplier.
The Tender determined as not responsive shall not subsequently be made responsive by the Tenderer by correction or withdrawal of the material deviation or reservation. However, PPDCL may waive off any minor non-conformity or inconsistency or informality or irregularity in the Tender. 6. Terms and Conditions 6.1. CDR equal to Rs.20,000 as bid security (refundable CDR) in favor of Punjab Power Development Company Limited should accompany the bid. Bidders with less CDR may be rejected for evaluation if objected by the bids opening and evaluation committee. CDR of all bidders will be retained till announcement of evaluation report and CDR of selected supplier will be retained until the execution of agreement / contract. 6.2. The bid must be delivered at Punjab Power Development Company Limited, 3 rd Floor, Mega Tower, Main Boulevard, Gulberg-II Lahore, on or before 09.10.2017 till 11:00 am. 6.3. Tenders will be opened on 09.10.2017 at 11:30 am in the presence of bidders representatives who choose to attend, at the address above. Late tenders will be rejected and returned unopened to the bidders. 6.4. The Purchaser will not be responsible for any costs or expenses incurred by bidders in connection with the preparation or delivery of bids. 6.5. The validity of the offer must not be less than 60 days from the date of opening. 6.6. The rates quoted should be inclusive all type of taxes, duties, freight charges etc., however sales tax if applicable be shown separately. 6.7. To assist in the examination, evaluation and comparison of bid, PPDCL may, at its discretion, ask the bidder for a clarification of its bid. All responses to requests for clarification shall be in writing, and no change in the price or substance of the bid shall be sought, offered or permitted. 7. Award Criteria and Award of Contract Prior to expiration of the period of Bid validity, The PPDCL will award the contract to the qualified bidder whose bid after being evaluated is considered to be the most responsive with the lowest price offered. Primary Contact Person: Mr. Farhan Ahmed +923464406025 Punjab Power Development Company Limited 3 rd Floor Mega Tower 63 B, Main Boulevard Gulberg II. Lahore (Pakistan)
Secondary Contact Person: Mr. Talha +923310141177 Punjab Power Development Company Limited 3 rd Floor Mega Tower 63 B, Main Boulevard Gulberg II. Lahore (Pakistan) Bidders should note that all queries should be communicated via the Primary Contact and in writing (e-mail) only. In the case of an urgent situation where the Primary Contact cannot be contacted, the bidder may alternatively direct their enquiries through the Secondary Contact. 8. Reporting Requirements The selected firm (Legal Advisor) will communicate with Chief Executive Officer of PPDCL for all the matter related to the services / or any other officer designated by the Chief Executive Officer of PPDCL. 8.2. The Client shall provide the legal advisor with all available relevant materials that can be useful in relation to the assignment. 8.3. The Client shall liaise with other agencies to ensure that the legal advisor has access to all information required as may be allowed under the laws. 8.4. The Legal Advisor will report the progress report of various cases / activities underway with him indicating the areas requiring special attention of CEO PPDCL/ BOD PPDCL by pointing out the steps to be taken in this regards for compliance with the statuary provisions of law/rules/regulation. Such reports shall be submitted during the 1 st Monday of the Month for the respective quarter. 9. Responsibilities of the consultants The consultants shall carry out the works as detailed in the Scope of Services and Responsibilities in the best interest of the Government in dealing with day to day affairs of the company in accordance with provisions of the Company s Ordinance 1984 and instructions issued by SECP in this behalf besides tendering legal opinion and legal endorsement of the documents with all reasonable care, skill and sound legal practices. The Consultants shall be responsible to the PPDCL for discharge of responsibilities.
(Annexure-A) UNDERTAKING It is certified that the information furnished here in and as per the document submitted is true and correct and nothing has been concealed or tampered with. We have gone through all the conditions of tender and is liable to any punitive action for furnishing false information / documents. Dated this day of 20 Signature (Company Seal) In the capacity of Duly authorized to sign bids for and on behalf of:
FORM OF BID (Annexure-B) No. and Date : Chief Executive Officer, Punjab Power Development Company Ltd (PPDCL) 3 rd Floor Mega Tower 63 B, Main Boulevard Gulberg II. Lahore (Pakistan) The undersigned Last Name: First Name: Title / Position: Company [ Bidder ] Acting as the legal representative of [ Bidder ] (the Bidder ) pursuant to the [power of attorney] [powers of attorney] attached hereto, located at the following address: Address: Telephone: Fax: Email: Here by certify, represent, warrant and agree, on behalf of the Bidder that: 1. This Proposal Letter, along with all its attachments hereto, forms our Proposal and is submitted pursuant to the bidding document dated [ ] issued by the Punjab Power Development Company Ltd (PPDCL, Government of the Punjab (the GoPb ) as amended, modified, supplemented or varied through [list all Addenda with title and date] issued by PPDCL (the RFP ) for the. 2. Having examined and being fully familiar with all the provisions of the RFP (including its forms and attachments and all the above Addenda), receipt of which is hereby duly acknowledged, and having evaluated, following our own studies undertaken under our responsibility, the nature and scope of the contractual obligations to be executed, and any other regulation associated to the Project or its execution, we hereby offer: a. to undertake the Supply/Services in compliance with all requirements of the bidding document; b. at a Proposal Price in Rupees as offered in the Financial Cost Sheet to this Proposal.
3. We hereby agree that this proposal constitutes our firm, irrevocable offer that is binding upon us and will remain valid for a period of sixty (60) Days from the Deadline for Submission of Proposals (the Proposal Validity Period ), except as such period may be extended by us at the request of PPDCL. 4. We have provided and attached hereto a bid security in the form of a Bank Draft No. [ ] dated [ ] issued by [name of issuing bank] in the amount of Pak. Rs (state amount in words) (Pak. Rs [show amount in figure]) as required in the Bidding document. 5. We certify that (i) the information submitted as part of this Proposal is complete and accurate (ii) the Proposal has been submitted in the legal name of the Bidder [consortium whose members] [who] will be bound to this Proposal and to execution of supply/services, (iii) we accept the documents, terms and conditions and disclaimers of the RFP documents. 6. We understand the criteria and process for evaluation of Proposals and selection of Successful Bidder established in the bidding document and acknowledge that PPDCL is not obligated to accept our Proposals and may at any time reject our Proposal at its sole discretion. 7. We commit ourselves, if we are invited by PPDCL to do so, to clarify our Proposal and finalize the Contract Agreement as specified in the RFP. Authorized signature and seal
FORM OF FINANCIAL BID (Annexure-C) Bid Reference No. Date: To: (Name of Works/Services) 1. Having examined the Bidding Documents, we, the undersigned, being a company doing business under the name of and address and being duly incorporated under the laws of hereby offer to execute and complete such Works/Services and remedy any defects therein in conformity with the said Documents for the Total Bid Price comprising ------------------------------inclusive of all taxes. 2. We understand that all the Schedules attached hereto form part of this Bid. 3. We undertake, if our Bid is accepted, to commence the Works/Services and to deliver and complete the whole of the Works/Services within the time stated in the bidding document. 4. We agree to abide by this Bid for the period of 60 days from the date fixed for receiving the same and it shall remain binding upon us and may be accepted at any time before the expiration of that period. 5. Unless and until a formal Agreement is prepared and executed, this Bid, together with your written acceptance thereof, shall constitute a binding contract between us. 6. We undertake, if our Bid is accepted, we will provide the performance guarantee of minimum 10 % of the total value of the purchase order. 7. We understand that you are not bound to accept any Bid you may receive. 8. We do hereby declare that the Bid is made without any collusion, comparison of figures or arrangement with any other Bidder making a Bid for the Works/Services. Authorized signature and seal