Rfpdocumentmvi

Download as pdf or txt
Download as pdf or txt
You are on page 1of 110

GOVERNMENT OF SINDH

TRANSPORT & MASS TRANSIT DEPARTMENT

STANDARD PROCUREMENT DOCUMENT

Address: Room No. 350, 2nd Floor, Tughlaq House, Sindh Secretariat Building No. 2,
Kamal-Atta-Turk Road, Karachi
Website: https://transport.sindh.gov.pk/ E-mail: [email protected]
Telephone: +92 21 99211017 Fax: +92 21 99222193
2

Request for Proposal Document


Selection of Consultants
National Competitive Bidding

FEASIBILITY STUDY AND TRANSACTION ADVISORY SERVICES FOR THE


DEVELOPMENT OF MOTOR VEHICLES FITNESS INSPECTION PROJECT
IN SINDH UNDER PUBLIC PRIVATE PARTNERSHIP MODE

RFP Reference No.: PPPN/T&MTD/PROC/FSTA/2023-24


Procuring Agency: Transport & Mass Transit Department, Government of Sindh
Address: Room No. 350, 2nd Floor, Tughlaq House, Sindh Secretariat
Building No. 2, Kamal-Atta-Turk Road, Karachi
Issued on: 19th January 2024
3

Important Notice

This Request for Proposal document ('RFP Document') is provided to the Bidders –
individual firms or consortia as the case may be – solely for use in preparing and
submitting their Bids in connection with the Bidding Process relating to the feasibility
study and transaction advisory services for the development of motor vehicles
inspection project in Sindh under public-private partnership mode ('Assignment').
This RFP Document is being issued by the Transport & Mass Transit Department,
Government of Sindh ('Procuring Agency'), solely for use by the Bidders in
considering the Assignment in accordance with the Sindh Public Procurement Rules,
2010 ('SPP Rules').

Unless expressly specified otherwise, all capitalized terms used herein shall bear the
meaning ascribed thereto in the RFP Document.

For this Assignment, the RFP Document was prepared by the Procuring Agency and
then reviewed and approved by the Procuring Agency consultant selection committee
constituted in accordance with SPP Rules. Neither any of these entities nor their
employees, personnel, or agents make any representation (expressed or implied) or
warranties as to the accuracy or completeness of information contained herein or in
any other document made available to a Person in connection with the Assignment's
Bidding Process and the same shall have no liability for this RFP Document or any
other written or oral communication transmitted to the recipient in the course of the
recipient's evaluation of Bids. Neither any of these entities nor their employees,
personnel, agents, consultants, advisors, contractors, etc., will be liable to reimburse
or compensate the recipient for any costs, fees, damages, or expenses incurred by
the recipient in evaluating or acting upon this RFP Document or otherwise in
connection with Assignment as contemplated herein.

The Bids submitted in response to the RFP Document by any of the Bidders shall be
upon the full understanding and agreement of all terms & conditions of the RFP
Document, and such submission shall be deemed as an acceptance of all the terms
and conditions stated in the RFP Document. Any Bid submitted by a Bidder in
response to the RFP Document shall be construed based on the understanding that
the Bidder has done a complete and careful examination of the RFP Document,
including its clarification and/ or addenda and/ or corrigenda if any issued by the
Procuring Agency, and has independently verified all information received (whether
written and verbal) from Procuring Agency (including from its employees, personnel,
agents, consultants, advisors and contractors, etc.).

This RFP Document does not constitute a solicitation for transaction advisory services
or otherwise participate in the Assignment, nor shall it constitute a guarantee or
commitment in any manner on the part of the Procuring Agency that the Assignment's
Contract will be awarded. The Procuring Agency reserves its right, in its full discretion,
to modify the RFP Document and/ or the Assignment and/ or cancel the Bidding
Process at any time to the fullest extent permitted by the SPP Rules and shall not be
liable to reimburse or compensate the recipient for any costs, taxes, expenses or
damages incurred by the recipient in such an event.
4

TABLE OF CONTENTS

Request for Proposal Document

Section I Letter of Invitation…………………………………………... 05

Section II Instructions to Consultants………………………………… 07


Bid Data Sheet……………………………………………… 26
Eligibility Criteria……………………………………………. 29
Technical Evaluation Criteria……………………………… 35

Section III Technical Proposal – Standard Forms…………………… 41

Section IV Financial Proposal – Standard Forms……………………. 52

Section V Terms of Reference………………………………………… 64

Section VI Conditions of Contract……………….…………….………. 79


General Contract of Contract……………………………… 81
Special Conditions of Contract……………………………. 93
Draft Contract.………………………………………………. 96

Appendices Standard Forms: Bid Security; Performance Security..... 99


Appendix A – Integrity Pact………………......…………… 104
Appendix B – Affidavit (non-blacklisting)………………… 105
Appendix C – Power of Attorney………………………….. 106
Appendix D – Location Map……………………………….. 107
Appendix E – Documents Checklist……………………… 108
Section I – Letter of Invitation 5

Section I – Letter of Invitation

RFP Ref No.: PPPN/T&MTD/PROC/FSTA/2023-24


Karachi, dated the 19th January 2024

The Transport & Mass Transit Department, Government of Sindh ('Procuring


Agency') received an Unsolicited Proposal ('USP') from a private entity comprising a
consortium of national and international firms ('USP Developer'), seeking to design,
finance, build, operate, maintain, and transfer a motor vehicle inspection project under
public-private partnership mode in terms of Rule 15(A) of the SPP Rules ('Project').

The USP comprises feasibility with the supporting documents detailing therein the
Project's technical, financial, and legal aspects, etc., for the establishment of eight (8)
motor vehicle inspection centers (fixed and mobile centers, initially at Karachi and then
rest of the districts/ divisions of Sindh), each with a maximum of thirty-two (32) lanes,
in three (3) sequential phases with a total construction period of two years and three
months (2¼ years) and operation period of seventeen years nine months (17¾ years).
The USP Developer has proposed to establish the centers with advance technological
equipment for the vehicles' better visibility and fitness inspection checks using the
industry's best approaches to achieve the multifaceted objectives, which inter alia
include creating an enabling environment for climate-neutral action, ensuring road
safety measurements, achieving social and economic benefits, etc., as part of Project.

Initially, the Project Agency, to ascertain the Project's viability in terms of the applicable
laws, appointed a Technical Committee, which recommended engaging Consultants
to assist them throughout completing the due diligence process, i.e., initially
conducting the legal assessment and, if found viable, then undertaking financial and
technical assessment considering all the associated factors laid down under the SPP
Act, 2009, Sindh PPP Act, 2010. These recommendations were placed before the PPP
Policy Board, which approved the Procuring Agency’s request to hire the Consultants
to assess USP and, if found legally viable, conduct the Project's detailed assessment.

The Procuring Agency now invites the sealed Bids from the Eligible Bidders (individual
firms or their Consortia, as the case may be) for conducting a feasibility study and
providing transaction advisory services to undertake the Project under a public-private
partnership or any other suitable modality considering the Project's sustainability,
viability, and value for money analysis in accordance with SPP Rules ('Assignment').

The consulting scope of services concerning the Project under this Assignment
includes, but is not limited to the:

 Ascertain the Project's viability on a standalone basis and through examining


USP with various studies conducted and its results mentioned/ claimed thereof;
 Review the legal, institutional, and regulatory frameworks and identify potential
bottlenecks with possible solutions;
 Check the Project's infrastructure, equipment, and technical requirements;
 Develop, evaluate, and prioritize various options with SWOT, CBA, VFM, NPV,
and risk analysis for each option to achieve the proposed objectives
sustainably; and recommend a way forward to the Government concerning the
planning, institutional arrangement, transaction structure, financial viability;
Pre-Bid Meeting Schedule
Date: 29th January 2024
Time: 16.00 Hrs. (PST)
Venue: Transport & Mass Transit Department, 2nd Floor, Tughlaq House, Sindh
Secretariat Building No. 2, Kamal Atta-Turk-Road, Karachi.
Section I – Letter of Invitation 6

 Analyze PPP options with various structuring and risk allocation matrix;
 Prepare and deliver presentations and reports on the Project-related
documents before the PPP Policy Board and any other fora for seeking
necessary approvals required under SPP Act, 2009, and Sindh PPP Act, 2010;
 Prepare bidding documents for bids solicitation from a private party under the
preferred PPP or any other suitable modality;
 Perform the tasks described in RFP Document and proposed by the successful
Bidder in Technical Proposal while collaborating closely with the Project's key
stakeholders, mainly Procuring Agency, at all stages of Project's development.

The Bidding Procedure will be conducted through National Competitive Bidding using
the Quality and Cost Based Selection method as prescribed under Rules 15(2)(b) &
72(3) of SPP Rules and is open to all Eligible Bidders. The Contract will be awarded
to a Bidder whose Bid found as the Most Advantageous Bid, i.e., a Bid attaining the
highest combined weighted technical and financial score following the criteria set out
in the RFP Document, subject to the Competent Authority's approval.

The prospective Bidders may seek further information by obtaining the RFP Document
free of cost with effect from 19th January to 19th February 2024, either (a) physically,
by submitting a written application during office hours at the address given below or
(b) electronically, by downloading from the websites of the Procuring Agency
https://transport.sindh.gov.pk/ or https://www.pppunitsindh.gov.pk/ or SPPRA
https://ppms.pprasindh.gov.pk/PPMS/ or by sending email at [email protected].

The prospective Bidders are required to submit Bids comprising one (1) original
Technical Proposal, one (1) original Financial Proposal, and one (1) soft copy of the
Technical Proposal (USB/ DVD) containing all the supporting documents, as
applicable and identified in the RFP Document, no later than 16:30 Hrs. PST on 20th
February 2024 ('Bids Submission Deadline') at the submission address given below.
Any Bid received late due to any reason will be rejected.

The Bids (Technical Proposals only) will be opened publicly in the presence of the
Bidders' representatives, who may wish to attend on the Bids Submission Deadline at
16:45 Hrs. (PST) at the office address given below. The Bids submitted must remain
valid for ninety (90) Days effective from the Bids Submission Deadline and must be
accompanied by a bid security equivalent to 5% of the total quoted Bid Price in the
shape of a pay order/ demand draft/ bank guarantee, valid for twenty-eight (28) Days
beyond bid validity period, issued by the scheduled bank of Pakistan in favor of
'Secretary, Transport & Mass Transit Department'.

The Procuring Agency reserves the right to reject any or all Bids subject to the relevant
provisions of the SPP Rules and may cancel the Bidding Process at any time prior to
the acceptance of a Bid in terms of Rule 25 of the SPP Rules.

The address referred to above for the RFP Document issuance and bids submission is:

Attention: Deputy Secretary, Transport & Mass Transit Department


Address: Room No. 350, 2nd Floor, Tughlaq House, Sindh Secretariat Building No.
2, Kamal-Atta-Turk Road, Karachi.
Phone: +92 21 99211017 Fax: +92 21 99222193
Email: [email protected]
Section II – Instructions to Consultants 7

Section II – Instructions to Consultants

Table of Contents

1. Definitions ............................................................................................................. 8

2. Introduction ......................................................................................................... 13

3. Conflict of Interest............................................................................................... 14

4. Fraud and Corruption ......................................................................................... 15

5. Integrity Pact ...................................................................................................... 16

6. Eligible Consultants ............................................................................................ 17

7. Eligibility of SubConsultants ............................................................................... 17

8. Only One Proposal ............................................................................................. 17

9. Proposal Validity ................................................................................................. 17

10. Clarification and Amendment in RFP Documents............................................... 18

11. Preparation of Proposals .................................................................................... 18

12. Language ........................................................................................................... 18

13. Technical Proposal Format and Content ............................................................ 18

14. Financial Proposal .............................................................................................. 20

15. Taxes.................................................................................................................. 21

16. Submission, Receipt, and Opening of Proposals ............................................... 21

17. Proposals Evaluation .......................................................................................... 22

18. Evaluation of Technical Proposals...................................................................... 22

19. Evaluation of Financial Proposals....................................................................... 23

20. Negotiations ....................................................................................................... 23

21. Technical Negotiations ....................................................................................... 23

22. Financial Negotiations ........................................................................................ 24

23. Availability of Professional Staff/ Experts ........................................................... 24

24. Award of Contract ............................................................................................... 24

25. Confidentiality ..................................................................................................... 25


Section II – Instructions to Consultants 8

Section II – Instructions to Consultants

1. Definitions 1.1 The following words and expressions shall have the
meanings hereby assigned to them:

(a) 'Authority' means the Sindh Public


Procurement Regulatory Authority (SPPRA).

(b) 'Assignment' means procurement of services


ascribed thereto in the RFP (Section I – Letter
of Invitation and Section II – Bid Data Sheet of
the RFP Document).

(c) 'Best Evaluated Bid' means, in the case of


Public Private Partnership Projects, a bid that
attains the highest score under criteria laid
down in Rule 84 of the SPP Rules, read with
the respective bidding documents.

(d) 'Bid' means a tender or an offer including


Technical and Financial Proposals, each
submitted in a separate and sealed envelope in
accordance with the RFP Document, by a
Person expressing willingness to undertake the
Assignment at a price in response to the
Assignment’s RFP issued by the Procuring
Agency in accordance with the SPP Rules.

(e) 'Bidder' or 'Consultant' means a Person or


Consortium or entity; (i) submitting a bid; or (ii)
who intends to submit a bid and can
substantially prove such intention.

(f) 'Standard Bidding Documents' means the


documents notified by the Authority for the
preparation of Bids in a uniform manner.

(g) 'Bid Price' means the consultancy fee for


providing services under this Assignment as
quoted by the Bidder in its Financial Bid.

(h) 'Bidding Procedure' or 'Bidding Process'


means the procurement procedure under
which the Bids are invited, received, opened,
examined, and evaluated by the Procuring
Agency for the purpose of Contract award.

(i) 'Board' means the Public-Private Partnership


Board established under Section 4 of the Sindh
Public-Private Partnership Act, 2010.
Section II – Instructions to Consultants 9

(j) 'Business Days' means normal working days,


excluding Saturday, Sunday, and any other
days that are Government holidays.

(k) 'Calendar Days' or 'Days' means days,


including all holidays.

(l) 'Conditional Bid' means a Bid that


substantially limits, modifies, or contravenes
any of the terms and conditions, specifications,
or any of the requirements of the RFP
Document.

(m) 'Conflict of Interest' means (i) where a Bidder


provides, or could provide, or could be
perceived as providing biased professional
advice to the Procuring Agency to obtain an
undue benefit for himself or those affiliated with
him; (ii) receiving or giving any remuneration
directly or indirectly in connection with the
Assignment except as provided in the Contract;
(iii) any engagement in consulting or other
procurement activities of a Bidder that conflicts
with his role or relationship with the Procuring
Agency under the Contract; (iv) where an
official of the Procuring Agency engaged in the
procurement process has a financial or
economic interest in the outcome of the
process of procurement, in a direct or an
indirect manner.

(n) 'Consortium' means consultants comprised of


a group of two or more firms (including
technical, financial, social & environmental,
legal members, etc.) formed to submit a Bid.

(o) 'Consultancy Service Agreement' or


'Contract' means an agreement, enforceable
by law (including general and special
conditions, specifications, drawings, and terms
of reference or scope of the Assignment), to be
executed between the Procuring Agency and
the Bidder, whose Bid found as the Most
Advantageous Bid pursuant to the selection
method and criteria mentioned in the RFP
Document in accordance with the SPP Rules.

(p) 'Consultant' means a professional who can


study, design, organize, evaluate, and manage
projects or assess, evaluate, and provide
Section II – Instructions to Consultants 10

specialist advice or give technical assistance


for making or drafting policies, institutional
reforms and includes private entities,
consulting firms, legal advisors, engineering
firms, construction managers, management
firms, procurement agents, inspection agents,
auditors, international and multinational
organizations, investment and merchant
banks, universities, research institutions,
government agencies, and nongovernmental
organizations.

(q) 'Detailed Design' means the final design of a


Project, based on which the Project
construction/ development shall be undertaken
by the concessionaire or the Private Party after
the execution of the concession agreement.

(r) 'Data Sheet' means the document included


with the RFP as Section II, which explains the
Instructions to Consultants used to reflect the
instant procurement Assignment conditions.

(s) 'Eligible Bidder' or 'Eligible Consultant'


means a Bidder who, after evaluation of
Technical Proposal as per eligibility criteria and
technical evaluation, stands qualified for
opening and evaluation of Financial Proposal.

(t) 'Financial Bid' or 'Financial Proposal' means


the financial bid submitted by the Bidder in
accordance with the RFP Document.

(u) 'Financial Close' means the stage where all


loan agreements are executed with the lenders
and equity is arranged by the Special Purpose
Vehicle/ Company (SPV) of the private party
(preferred bidder for implementation of the
Project). The complete funding required to
implement the Project is arranged at financial
close with full satisfaction of conditions of a
financing agreement for loan disbursement.

(v) 'Foreign Company' means any company or


corporate body incorporated outside Pakistan
that has a place of business or liaison office in
Pakistan, whether by itself or through an agent,
physically or through electronic mode, or
conducts any business activity in Pakistan in
any other manner.
Section II – Instructions to Consultants 11

(w) 'Government' means Government of Sindh.

(x) 'International Financial Institution' means a


financial institution that has been established
by more than one country, such as multilateral
and regional development banks.

(y) 'Instructions to Consultants' means the


document included with the RFP as Section II,
which provides the Bidders with all information
needed to prepare their Bids.

(z) 'Key Professional Staff' or 'Key Experts'


means the professionals proposed by the
Bidder to undertake the Assignment.

(aa) 'Letter of Award' means a letter of award or


acceptance of a Bid issued by the Procuring
Agency to a Bidder whose Bid is found to be
the Most Advantageous Bid in accordance with
the criteria and other terms & conditions set
forth in the RFP Document.

(bb) 'Lead Member' means Consortium member


(an enterprise, firm, or company), being a
National Company and registered with the
relevant authorities, as applicable, in Pakistan
responsible to the Procuring Agency for leading
and executing the entire Assignment.

(cc) 'Letter of Invitation' means the document


included with the RFP as Section I containing
the letter of invitation issued by the Procuring
Agency among all the Eligible Bidders to solicit
Bids in accordance with the SPP Rules.

(dd) 'Most Advantageous Bid' means (i) a Bid for


services that, after meeting the eligibility or
qualification criteria, is found substantially
responsive to the terms and conditions set out
in the RFP Document and (ii) evaluated as the
highest ranked Bid based on the quality and
cost, as further specified in the RFP Document.

(ee) 'National Company' means any enterprise,


firm, or company set up or incorporated in
Pakistan.

(ff) 'Person' means a consulting firm or entity


(including sole proprietorship, partnership,
Section II – Instructions to Consultants 12

public or private company or corporation


incorporated in accordance with the applicable
laws) or Consortium/ JV of such firms or entities
formed in accordance with the RFP Document.

(gg) 'PPP Policy Board' means the Board


constituted under Section 4 to perform the
functions outlined under Section 5 of the Sindh
Public-Private Partnership Act, 2010.

(hh) 'Public Private Partnership' or 'PPP' means


a contractual arrangement between the public
and private sectors, built on the expertise and
resources of each partner that best meets
clearly defined public needs through
appropriate allocation of resources, risks, and
rewards.

(ii) 'Private Party' means a person who enters into


a Public-Private Partnership Agreement with
an Agency and includes a foreign government,
or an entity owned or controlled by it, or its
company incorporated under the laws of
Pakistan.

(jj) 'Procuring Agency' or 'Agency' means the


department with which the selected Consultant
or Bidder signs the Contract for the Services.

(kk) 'Project' means a project implemented as a


Public-Private Partnership in one of the
infrastructure sectors listed in Schedule I of the
Sindh Public-Private Partnership Act, 2010.

(ll) 'Proposals' means the Technical Proposal


and the Financial Proposal submitted by a
Bidder in a separate and sealed envelope in
accordance with the RFP Document.

(mm) 'Request for Proposal' or 'RFP' means the bid


document, including any addenda/ corrigenda,
issued by the Procuring Agency for selection of
Bidder in accordance with the SPP Rules.

(nn) 'Response Document' means a document


issued by the Procuring Agency as clarification
against the prospective Bidders' queries, if any
are received, in connection to the RFP
Document in accordance with the SPP Rules.
Section II – Instructions to Consultants 13

(oo) 'SPP Rules' means the Sindh Public


Procurement Rules, 2010, including
instructions, guidelines, regulations, or orders
relating to it made thereunder from time to time.

(pp) 'Sub-Consultant' means any Person to whom


the Bidder subcontracts any part of Services in
accordance with the RFP Document.

(qq) 'Technical Bid' or 'Technical Proposal'


means the technical bid to be submitted by the
Bidder in accordance with the RFP Document.

(rr) 'Terms of Reference' or 'TOR' means the


document included with the RFP as Section V,
which explains the objectives, scope of work,
activities, and tasks to be performed,
respective responsibilities of the Procuring
Agency and the Bidder, and expected results
and deliverables of the Assignment.

(ss) 'Unsolicited Proposal' means a


written proposal for a public-private initiative
that is submitted by a private entity for the
purpose of entering into an agreement with the
Procuring Agency but that is not in response to
a formal solicitation or request issued by the
Procuring Agency as further defined under Rule
15(A) of SPP Rules.

1.2 The words and expressions used but not defined in the
RFP Document shall have the same meaning as
assigned to them in the Sindh Public-Private
Partnership Act, 2010, and SPP Rules, 2010, and, if not
defined there, as in the ordinary use of language.

2. Introduction 2.1 The Procuring Agency named in the Data Sheet will
select a consulting individual firm(s) (‘Bidder/
Consultant’) in accordance with the selection method
and criteria specified in the Data Sheet.

2.2 The eligible Consultants (shortlisted if so) are invited to


submit Technical and Financial Proposals, or a
Technical Proposal only, as specified in the Data
Sheet. The Proposal will be the basis for Contract
negotiations and, ultimately, for a signed Contract with
the selected Consultant.

2.3 Consultants should familiarize themselves with all the


applicable rules and conditions and take them into
Section II – Instructions to Consultants 14

account while preparing their Proposals. Consultants


are encouraged to attend a pre-proposal conference if
one is specified in the Data Sheet. Attending the pre-
proposal conference is, however, optional. Consultants
may liaise with the Procuring Agency’s representative
named in the Data Sheet to gain better insight into the
Assignment.

2.4 Consultants shall bear all costs associated with the


preparation and submission of their proposals and
contract negotiation. The Procuring Agency reserves
the right to annul the Bidding Process at any time prior
to the acceptance of a Bid or Proposal without thereby
incurring any liability to the Consultants.

2.5 Procuring Agency may provide facilities and inputs as


specified in the Data Sheet.

3. Conflict of Interest 3.1.1 Consultants are required to provide professional,


objective, and impartial advice and hold the Procuring
Agency’s interest paramount. They shall strictly avoid
conflict with other assignments or their own corporate
interest. Consultants have an obligation to disclose any
situation of actual or potential conflict that impacts their
capacity to serve the best interest of the Procuring
Agency or that may reasonably be perceived as having
such effect. Failure to disclose said situations may lead
to the disqualification of the Consultant or the
termination of its Contract.

3.1.2 Without limitation on the generality of the foregoing,


Consultants and any of their affiliates shall be
considered to have a Conflict of Interest and shall not
be recruited under any of the circumstances set forth
below:

(a) A Consultant that has been engaged by the


Procuring Agency to provide goods, works, or
services other than consulting services for a
project, any of its affiliates, shall be disqualified
from providing consulting services related to
those goods, works, or services. Conversely, a
firm hired to provide consulting services for the
preparation or implementation of a project, any
of its affiliates, shall be disqualified from
subsequently providing goods, works, or
services other than consulting services
resulting from or directly related to the firm’s
consulting services for such preparation or
implementation.
Section II – Instructions to Consultants 15

(b) A Consultant (including its Personnel and Sub-


Consultants) or any of its affiliates shall not be
hired for any assignment that, by its nature,
may conflict with another assignment of the
Consultant to be executed for the same or for
another Procuring Agency.

(c) A Consultant (including its Personnel and Sub-


Consultants) that has a business or family
relationship with a member of the Procuring
Agency’s staff who is directly or indirectly
involved in any part of:

(i) the preparation of the Terms of Reference


of the Assignment,

(ii) the selection process for such Assignment,


or

(iii) supervision of Contract, may not be


awarded a Contract unless the conflict
stemming from this relationship has been
resolved.

Conflicting 3.2 Government officials and civil servants may be hired as


Relationship Consultants only if:

(a) They are on leave of absence without pay.

(b) They are not being hired by the agency they


were working for six months prior to going on
leave.

(c) Their employment would not give rise to any


Conflict of Interest.

4. Fraud and 4.1 It is the Government’s policy that Consultants under the
Corruption contract(s) observe the highest standard of ethics
during the procurement and execution of such
contracts. In pursuit of this policy, the Procuring Agency
follows the instructions contained in the Rules, which
define:

'Corrupt and Fraudulent Practices' means either one


or any of the practices given below:

(a) 'Coercive Practice' means any impairing or


harming, or threatening to impair or harm,
directly or indirectly, any party or the property
of the party to influence the actions of a party
Section II – Instructions to Consultants 16

to achieve a wrongful gain or to cause a


wrongful loss to another party.

(b) 'Collusive Practice' means any arrangement


between two or more parties to the
procurement process or contract execution
designed to achieve, with or without the
knowledge of the procuring agency to establish
prices at artificial, non-competitive levels for
any wrongful gain.

(c) 'Corrupt Practice' means the offering, giving,


receiving, or soliciting, directly or indirectly, of
anything of value to influence the acts of
another party for wrongful gain.

(d) 'Fraudulent Practice' means any act or


omission, including a misrepresentation, that
knowingly or recklessly misleads or attempts to
mislead a party to obtain a financial or other
benefit or to avoid an obligation.

(e) 'Obstructive Practice' 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 of a contract or deliberately
destroying, falsifying, altering or concealing of
evidence material to the investigation or
making false statements before investigators in
order to materially impede an investigation into
allegations of a corrupt, fraudulent, coercive or
collusive practice; or threatening, harassing or
intimidating any party to prevent it from
disclosing its knowledge of matters relevant to
the investigation or from pursuing the
investigation, or acts intended to materially
impede the exercise of inspection and audit
rights provided for under the Rules.

Under the SPP Rule 35, a Procuring Agency can inter-


alia blacklist a Bidder found to be indulging in any of the
Corrupt and Fraudulent Practices. Such barring action
shall be duly publicized and communicated to the
SPPRA. Provided that any Bidder who is to be
blacklisted shall be accorded adequate opportunity of
being heard.

5. Integrity Pact 5.1 Pursuant to Rule 89 of SPP Rules, the Consultant


undertakes to sign an Integrity pact in accordance with
Section II – Instructions to Consultants 17

the prescribed format attached hereto for all the


procurements.

6. Eligible 6.1 If the shortlisting process has been undertaken through


Consultants a requests for expression of interest, as outlined under
Rules 73 & 74 of SPP Rule, 2010, for the Contract(s)
for which this RFP document is being issued, those
firms - in case of Joint Ventures with the same
partner(s) and Joint Venture structure - that had been
pre-qualified are eligible.

6.2 Shortlisted Consultants emerging from request for


expression of interest are eligible.

7. Eligibility of Sub- 7.1 A shortlisted Consultant would not be allowed to


Consultants associate with Consultants who have failed to qualify
in the shortlisting process.

8. Only One 8.1 Consultants may only submit one Proposal. If a


Proposal Consultant submits or participates in more than one
Proposal, such Proposals shall be disqualified.
Participation of the same Sub-Consultant, including
individual experts or Key Professional Staff, in more
than one Proposal is not allowed.

9. Proposal Validity 9.1 The Data Sheet indicates Proposal validity that shall
not be more than ninety (90) Days in the case of
National Competitive Bidding (NCB) and one-hundred-
twenty (120) Days in the case of International
Competitive Bidding (ICB). During this period,
Consultants shall maintain the availability of
Professional staff nominated in the Proposal. The
Procuring Agency will make its best effort to complete
negotiations within this period. Should the need arise,
however, the Procuring Agency may request
Consultants to extend the validity period of their
proposals. Consultants who agree to such extension
shall confirm that they maintain the availability of the
Professional Staff nominated in the Proposal, or in their
confirmation of the extension of validity of the Proposal,
Consultants may submit new staff in replacement that
would be considered in the final evaluation for contract
award. Consultants who do not agree have the right to
refuse to extend the validity of their Proposals.

9.2 Consultants shall submit the required bid security


along with the Financial Proposal defined in the Data
Sheet (which shall not be less than one percent and
shall not exceed five percent of the Bid Price).
Section II – Instructions to Consultants 18

10. Clarification and 10.1 Consultants may request for a clarification of the
Amendment in contents of the bidding document in writing, and
RFP Documents Procuring Agency shall respond to such queries in
writing within three Calendar Days, provided they are
received at least five Days prior to the date of opening
of the Proposal. The Procuring Agency shall
communicate such a response to all parties who have
obtained the RFP document without identifying the
source of inquiry. Should the Procuring Agency deem
it necessary to amend the RFP Document as a result
of a clarification, it shall do so.

10.2 At any time before the deadline for submission of Bids


or Proposals, the Procuring Agency may amend the
RFP by issuing an addendum/ corrigendum in writing.
The addendum shall be sent to all Consultants and will
be binding on them. Consultants shall acknowledge
receipt of all amendments. To give Consultants
reasonable time in which to take an amendment into
account in their Proposals, the Procuring Agency may,
if the amendment is substantial, extend the deadline for
the submission of Proposals.

11. Preparation of 11.1 In preparing their Proposal, Consultants are expected


Proposals to examine in detail the documents comprising the
RFP. Material deficiencies (deviation from scope,
experience, and qualification of personnel, eligibility) in
providing the information requested may result in the
rejection of a Proposal.

11.2 The estimated number of Professional Staff months or


the budget required for executing the Assignment
should be shown in the Data Sheet, but not both.
However, the Proposal shall be based on the
professional staff month or budget estimated by the
Consultant.

12. Language 12.1 The Proposal, as well as all related correspondence


exchanged by the Consultants and the Procuring
Agency shall be written in English. However, it is
desirable that the firm’s Personnel have a working
knowledge of the national and regional languages of
the Islamic Republic of Pakistan.

13. Technical 13.1 While preparing the Technical Proposal, Consultants


Proposal Format must give particular attention to the following:
and Content
(a) If a Consultant considers that it does not have
all the expertise required for the Assignment, it
may obtain a full range of expertise by
Section II – Instructions to Consultants 19

associating with individual Consultant(s) and/or


other firms or entities in a joint venture or sub-
consultancy, as appropriate and applicable.
International Consultants are encouraged to
seek the participation of local Consultants by
entering a joint venture with or subcontracting
part of the Assignment to, national Consultants,
subject to SPP Rules.

(b) For Assignments on a staff-time basis, the


estimated number of professional staff months
is given in the Data Sheet. The proposal shall,
however, be based on the number of
professional staff months estimated by the firm.
For fixed-budget-based assignments, the
available budget is given in the Data Sheet, and
the Financial Proposal shall not exceed this
budget.

(c) It is desirable that the majority of the Key


Professional Staff proposed to be permanent
employees of the firm or have an extended and
stable working relationship with it.

(d) Proposed professional staff must, at a


minimum, have the experience indicated in the
Data Sheet, preferably working under similar
geographical conditions.

(e) Alternative professional staff shall not be


proposed, and only one Curriculum Vitae (CV)
shall be submitted for each position.

13.2 Depending upon the nature of the Assignment, the


Consultant shall provide the following information on
standard forms (provided in Section III of the RFP
Document) using a Full Technical Proposal (FTP) or a
Simplified Technical Proposal (STP) as indicated in the
Data Sheet:

(a) A brief description of the Consultant


organization and an outline of recent
experience on assignments of a similar nature
– for each assignment, the outline should
indicate, inter alia, the profiles of the staff,
duration of the assignment, contract amount,
and firm’s involvement (Form TECH-2).

(b) Any comments or suggestions on the Terms of


Reference and on the data, a list of services,
Section II – Instructions to Consultants 20

and facilities to be provided by the Procuring


Agency (Form TECH-3).

(c) The list of the proposed staff team by specialty,


the tasks that would be assigned to each staff
team member, and their timing (Form TECH-
5).

(d) CVs recently signed by the proposed Key


Professional Staff and the authorized
representative submitting the Proposal. Key
information should include the number of years
working for the Consultant and the degree of
responsibility held in various assignments as
indicated in the Data Sheet (Form TECH-6).

(e) Estimates of the total staff input (professional


and support staff; staff time) needed to carry
out the Assignment, supported by bar chart
diagrams showing the time proposed for each
professional staff team member (Form TECH-
7).

(f) A detailed description of the proposed


methodology, work plan for performing the
Assignment, staffing, and monitoring of training
if the Data Sheet specifies training as a major
component of the Assignment (Form TECH-4).

(g) Any additional information and documents


requested in the Data Sheet.

13.3 The Technical Proposal shall not include any financial


information.

14. Financial Proposal 14.1 The Financial Proposal shall be prepared using the
attached Standard Forms (Section IV). It shall list all
costs associated with the Assignment, including (a)
remuneration for staff (in the field and at the
Consultants’ office) and (b) reimbursable expenses
indicated in the Data Sheet (if and as applicable).
Alternatively, the Consultant may provide its own list of
costs. If appropriate, these costs should be broken
down by activity. All activities and items described in
the Technical Proposal must be priced separately;
activities and items described in the Technical
Proposal but not priced shall be assumed to be
included in the prices of other activities or items.
Section II – Instructions to Consultants 21

15. Taxes 15.1 The Consultant will be subject to all admissible taxes,
including stamp duty and service charges, at a rate
prevailing on the date of the Contract unless exempted
by the relevant tax authority.

16. Submission, 16.1 Proposal shall contain no interlineations or overwriting.


Receipt, and Submission letters for both Technical and Financial
Opening of Proposals should be in the format of TECH-1 of
Proposals Section III and FIN-1 of Section IV, respectively. All
pages of the original Technical and Financial
Proposals will be initialed by an authorized
representative of the Consultants. The authorization
shall be in the form of a written power of attorney
accompanying the Technical Proposal.

16.2 All required copies of the Technical Proposal are to be


made from the original. If there are discrepancies
between the original and the copies of the Technical
Proposal, the original shall govern.

16.3 The original and all copies of the Technical Proposal


shall be placed in a sealed envelope clearly marked
“TECHNICAL PROPOSAL (ORIGINAL/
PHOTOCOPY)” Similarly, the original Financial
Proposal (if required under the selection method
indicated in the Data Sheet) shall be placed in a sealed
envelope clearly marked “FINANCIAL PROPOSAL
(ORIGINLA/ PHOTOCOPY)” followed by name of the
Assignment, and with a warning “DO NOT OPEN
WITH THE TECHNICAL PROPOSAL.” If the
Financial Proposal is not submitted in a separate
sealed envelope duly marked as indicated above, this
will constitute grounds for declaring the Proposal non-
responsive.

16.4 The Proposals must be sent to the address indicated


in the Data Sheet and received by the Procuring
Agency no later than the time and the date indicated in
the Data Sheet until any extension to this date is made
through a corrigendum or addendum. Any proposal
received by the Procuring Agency after the deadline for
submission shall be returned unopened. To avoid
delays arising from the postal or Procuring Agency’s
internal dispatch workings, Consultants should ensure
that proposals to be sent through couriers should arrive
a day before the deadline for submission.

17. Proposals 17.1 From the time the Proposals are opened to the time
Evaluation the Contract is awarded, the Consultants should not
contact the Procuring Agency on any matter related to
Section II – Instructions to Consultants 22

its Technical and/ or Financial Proposal. Any effort by


Consultants to influence the Procuring Agency in the
examination, evaluation, ranking of Proposals, and
recommendation for the award of Contract may result
in the rejection of the Consultants’ Proposal.

Evaluators of Technical Proposals shall have no


access to the Financial Proposals until the technical
evaluation is concluded.

18. Evaluation of 18.1 The evaluation committee shall evaluate the Technical
Technical Proposals on the basis of their responsiveness to the
Proposals Terms of Reference, applying the evaluation criteria,
sub-criteria, and point system specified in the Data
Sheet. Each responsive Proposal will be given a
technical score (St). A Proposal shall be rejected at this
stage if it fails to achieve the minimum technical score
indicated in the Data Sheet.

In the case of Quality-Based Selection, Selection


Based on the Consultant’s Qualifications, and Single-
Source Selection, the highest ranked Consultant or
firm selected on a single-source basis is invited to
negotiate its Proposal and the contract based on the
Technical Proposal and Financial Proposal submitted.

Public Opening and Evaluation of Financial


Proposals: (LCS, QCBS, and Fixed Budget
Selection Methods Only)

18.2 After the technical evaluation is completed, the


Procuring Agency shall notify the Consultants in writing
that they have secured the minimum qualifying marks/
points, the date, time, and location, allowing a
reasonable time for opening the Financial Proposals.
Consultants’ attendance at the opening of Financial
Proposals is optional.

Financial Proposals of those Consultants who failed to


qualify the eligibility criteria or secure minimum
qualifying marks/ points shall be returned unopened.

19. Evaluation of 19.1 Financial Proposals shall be opened publicly in the


Financial presence of the Consultants’ designated/ authorized
Proposals representatives who choose to attend. The names of
the Consultants and the technical scores of the
Consultants shall be read aloud. The Financial
Proposal of the Consultants who met the minimum
qualifying marks/ points will then be inspected to
confirm that they have remained sealed and
Section II – Instructions to Consultants 23

unopened. These Financial Proposals shall be then


opened, and the total prices read aloud and recorded.
A copy of the record shall be sent to all the
Consultants.

19.2 The Evaluation Committee will correct any


computational errors. When correcting computational
errors, in case of a discrepancy between a partial
amount and the total amount or between words and
figures, the former will prevail. In addition to the above
corrections, activities and items described in the
Technical Proposal but not priced shall be assumed to
be included in the prices of other activities or items.

19.3 In the case of the Least Cost Selection LCS Method,


the Bid found to be the lowest evaluated bid shall be
accepted.

19.4 In the case of the Quality and Cost Based Selection


QCBS Method the lowest evaluated Financial
Proposal (Fm) will be given the maximum financial
score (Sf) of 100 points. The financial scores (Sf) of the
other Financial Proposals will be computed as
indicated in the Data Sheet. Proposals will be ranked
according to their combined technical (St) and financial
(Sf) scores using the weights (T = the weight given to
the Technical Proposal; P = the weight given to the
Financial Proposal; T + P = 1) indicated in the Data
Sheet: S = St x T% + Sf x P%. The firm achieving the
highest combined technical and financial score will be
invited for negotiations.

19.5 In the case of the Fixed-Budget and Quality Based


Selection, the Procuring Agency will select the firm
that submitted the highest-ranked Technical Proposal.

20. Negotiations 20.1 Negotiations will be held on the date and address
indicated in the Data Sheet. The invited Consultant will,
as a pre-requisite for attendance at the negotiations,
confirm the availability of all the Professional Staff.
Failure to satisfy such requirements may result in the
Procuring Agency proceeding to negotiate with the
next-ranked Consultant. Representatives conducting
negotiations on behalf of the Consultant must have
written authority to negotiate and conclude a Contract.

21. Technical 21.1 Technical Negotiations will include a discussion of the


Negotiations Technical Proposal, the proposed technical approach
and methodology, work plan, organization and staffing,
and any suggestions made by the Consultant to
Section II – Instructions to Consultants 24

improve the Terms of Reference. The Procuring


Agency and the Consultants will finalize the Terms of
Reference, staffing schedule, work schedule, logistics,
and reporting. These documents will then be
incorporated in the Contract as 'Description of
Services'. Minutes of negotiations, which will be
signed by the Procuring Agency and the Consultant,
will become part of the Contract.

22. Financial 22.1 If applicable, it is the responsibility of the Consultant,


Negotiations before starting financial negotiations, to contact the
local tax authorities to determine the tax amount to be
paid by the Consultant under the Contract. The
financial negotiations will include a clarification (if any)
of the firm’s tax liability and the manner in which it will
be reflected in the Contract and will reflect the agreed
technical modifications in the cost of the services.
Consultants will provide the Procuring Agency with the
information on remuneration rates described in the
Appendix attached to Section IV (Financial Proposal -
Standard Forms of this RFP).

23. Availability of 23.1 Having selected the Consultant on the basis of, among
Professional Staff/ other things, an evaluation of the proposed
Experts Professional Staff, the Procuring Agency expects to
negotiate a Contract on the basis of the Professional
Staff named in the Proposal. Before contract
negotiations, the Procuring Agency will require
assurances that the Professional Staff will be available.
The Procuring Agency will not consider substitutions
during contract negotiations unless both parties agree
that undue delay in the selection process makes such
substitution unavoidable or for reasons such as death
or medical incapacity. If this is not the case and if it is
established that Professional Staff were offered in the
Proposal without confirming their availability, the
Consultant may be disqualified. Any proposed
substitute, if accepted by the Procuring Agency, shall
have equivalent or better qualifications and experience
than the original candidate and be submitted by the
Consultant within the period specified in the letter of
invitation to negotiate.

24. Award of Contract 24.1 After completing negotiations, if any held, the
Procuring Agency shall award the Contract to the
selected Consultant and within fifteen (15) Days of the
Contract’s signing, the Procuring Agency shall publish
on the website of the Authority and on its own website,
if such a website exists, the result of the Bidding
Process, identifying the Bid through procuring
Section II – Instructions to Consultants 25

identifying number, if any and the information,


including evaluation report, form of contract and letter
of award, bill of quantity or schedule of requirement, as
the case may be.

24.2 Before signing the Contract, the Consultant shall


require to submit the performance security at the rate
indicated in the Data Sheet.

24.3 The Consultant is expected to commence the


Assignment on the date and at the location specified in
the Data Sheet.

25. Confidentiality 25.1 Information relating to the evaluation of Proposals and


recommendations concerning awards shall not be
disclosed to the Consultants who submitted the
Proposals or to other persons not officially concerned
with the process until the publication of the bid
evaluation result and/ or the award of the Contract. The
undue use of confidential information related to the
process by any Consultant may result in the rejection
of its Proposal.
Section II – Instructions to Consultants (Bid Data Sheet) 26

Section II – Instructions to Consultants

Bid Data Sheet


The following specific data for the Services to be procured under this Assignment shall
complement, supplement, or amend the provisions in the Instructions to
Consultants (ITC). Whenever there is a conflict, the provisions herein shall prevail over
those in the Instruction to Consultants (ITC).

ITC Ref. Description


ITC 2.1 The Procuring Agency is: Transport & Mass Transit Department
Address: Room No. 350, 2nd Floor,
Tughlaq House, Sindh Secretariat
Building No. 2, Kamal-Atta-Turk Road,
Karachi.
Web: https://transport.sindh.gov.pk/
E-mail: [email protected]
Phone: +92 21 99211017

The Assignment title is: Feasibility study and transaction advisory


services for the development of motor
vehicle fitness inspection project in Sindh
under public-private partnership mode

The RFP reference no. is: PPPN/T&MTD/PROC/FSTA/2023-24

The Market approach is: National competitive bidding – open to all


the Eligible Bidders (individual firms or
Consortia)

The Bidding Procedure: Single stage two envelope in terms of


Rule 46(2) read with Rule 75(2) using the
Quality and Cost Based Selection Method
as prescribed under Rule 72(3) of the
SPP Rules

ITC 2.2 Financial Proposal to be submitted together with Technical


Proposal: Yes – Technical and Financial Proposals, with a requisite
number of copies as mentioned under ITC Clauses 16.2 & 16.3 of
Data Sheet, must be submitted in separate and sealed envelopes.

ITC 2.3 A pre-proposal conference (pre-bid meeting) will be held: Yes

Date: 29th January 2024


Time: 16:00 Hours (PST)
Address: Transport & Mass Transit Department, 2nd Floor,
Tughlaq House, Sindh Secretariat Building No. 2,
Kamal-Atta-Turk Road, Karachi
Section II – Instructions to Consultants (Bid Data Sheet) 27

ITC 2.5 The Procuring Agency may provide facilities and inputs that
may include:

 Access to the relevant reference documents or information;


 Access to the Project existing sites, if any, as part of Assignment;
 Feedback and approvals on relevant reports from time to time;
 Any other support needed for the Assignment smooth execution.

ITB 5.1 Consultant (individual firm or Consortium members) undertakes to


sign Integrity Pact as per the prescribed format and instructions
outlined in this RFP Document.

ITC 6 Shortlisted Consultants may associate with other shortlisted


ITC 7 Consultants: Not applicable – the Bidding Process is open to all the
Eligible Bidders.

ITC 8.1 Alternative bids shall not be considered.

ITC 9.1 The Proposals must remain valid for ninety (90) days effective from
the Technical Bids’ opening date or up to 19th May 2024, whichever
is later.

ITC 9.2 The original sealed Financial Proposal must contain a bid security
equivalent to 5% of the total quoted bid price in the form of a
Deposit at Call or Pay Order or Demand Draft or a Bank
Guarantee, valid for a period of twenty-eight (28) days beyond bid
validity period, issued by a scheduled bank in Pakistan in favor of
'Secretary, Transport & Mass Transit Department'.

ITC 10.1 Clarifications may be requested not later than five Calendar Days
prior to the date of opening of bids. The address for requesting
clarifications is:

Attention: Deputy Secretary, Transport & Mass Transit Dept.


Address: Room No. 350, 2nd Floor, Tughlaq House, Sindh
Secretariat Building No. 2, Kamal-Atta-Turk Road,
City: Karachi
Phone: +92 21 99211017
Email: [email protected]

Note: The Procuring Agency will issue clarifications against the


prospective Bidders' written queries if any are received within the time
('Response Document'). The Response Document(s) will be posted
on the Procuring Agency's website, and the same will be
communicated to the prospective Bidders who obtained the RFP
Document directly from the Procuring Agency. The prospective
Bidders are required to regularly access the websites to ensure
seeking such updates relating to the Assignment; alternatively, the
prospective Bidders may confirm their intention to Bid by sending an
Section II – Instructions to Consultants (Bid Data Sheet) 28

email containing the subject Motor Vehicle Fitness Inspection


Project addressed at the email above for receiving updates issued
by the Procuring Agency before the Bids Submission Deadline.

ITC 10.2 Any information deemed mandatory to extend the Bids Submission
Deadline or amend the RFP Document after its issuance and before
the Bids Submission Deadline shall be circulated through advertising
notice in newspapers and posted on SPPRA and Procuring Agency
websites per the SPP Rules. Similarly, the Procuring Agency will
communicate this information among all the prospective Bidders
following ITC Clause 10.1 above of the RFP Document.

ITC 12.1 The language of the submitted Proposal shall be in English.


All correspondence exchanges shall be in English.
Translation of supporting documents/ literature shall be in English.

ITC 13.1(a) Maximum number of Consortium total members shall be: Four (4)
ITC 1.1(n)
ITC 1.1(bb) In the case of a Consortium, the Technical Proposal shall be
accompanied by a certified true copy of the Consortium Agreement
that shall contain the following requirements:

i. The date and place of signing the Consortium Agreement;


ii. Purpose of Consortium (must include the details of the Contract
scope for which the Consortium has been invited to bid);
iii. A clear and definite description of the proposed administrative
arrangements for the management and execution of the
Assignment (it is expected that the Consortium’s Lead Member
would be authorized to incur liabilities and to receive instructions
to the extent of all the reporting requirements on time for and on
behalf of the Consortium);
iv. Delineation of duties, responsibilities, and scope of work to be
undertaken by each along with resources committed by
Consortium’s each member for the proposed services;
v. An undertaking that the firms are severally liable to the Procuring
Agency for the performance of the services;
vi. Duties, responsibilities, and powers of the Lead Member; and
vii. The authorized representative of the Consortium.

ITC 13.2 The format of the Technical Proposal to be submitted is: A Full
Technical Proposal (FTP) containing all the information, including a
description of the approach, methodology, work plan for performing
the Assignment, team composition, task assignments, work
schedule, CVs of the proposed Key Professional Staff, Consultant's
organization and experience, comments on the TOR and comments
on the counterpart staff and/ or facilities.

Technical Proposal’s submission in any other format may lead to the


Proposal as non-responsive to the RFP Document requirements.
Section II – Instructions to Consultants (Bid Data Sheet) 29

ITC 13.2(f) Training is a specific component of this Assignment: No

ITC 14.1 Bidders shall quote their Bids in Pak Rupees (PKR), using standard
forms as applicable, while submitting Bids to the Procuring Agency.

The Contract shall be based on a fixed price or lump sum basis,


payable to the Bidder (in case of a Consortium, respective members
of the Consortium as mentioned therein the invoice submitted by the
Consortium Lead Member to the Procuring Agency) in PKR, subject
to satisfactory completion of respective milestones as mentioned
under the RFP Document’s TOR.

ITC 15.1 Amounts payable by the Procuring Agency to the


Consultant under the Contract are subject to local taxation, stamp
duty, and service charges, as applicable at the Bids’ Submission
Deadline. The Consultant shall incorporate all the applicable taxes,
subject to an exemption in the Bid Price; otherwise, the Procuring
Agency shall presume these taxes, as applicable, are part of the Bid.

ITC 16.2 Consultants must submit one original and one softcopy (scanned
ITC 16.3 copy of the original) of the Technical Proposal and one original
copy of the Financial Proposal. Each proposal must contain in a
separate and sealed envelope clearly marked with the Assignment
title and other information as provided under ITC Clause 16.3.

ITC 16.4 For Bids submission and opening purposes only, the Procuring
Agency’s address is:

Attention: Deputy Secretary, Transport & Mass Transit Dept.


Address: Room No. 350, 2nd Floor, Tughlaq House, Sindh
Secretariat Building No. 2, Kamal-Atta-Turk Road
City: Karachi
Phone: +92 21 99211017

The deadline for Proposal submission and opening is:

Date: 20th February 2024


Time: 16:30 Hrs. and 16:45 Hrs. (PST) (for submission and
opening of the Bids, respectively)

Bidders shall not have option to submit Bids electronically. However,


a Bidder, in case of any query or seeking further information relating
to the RFP Document or Bidding Process, may communicate the
same via email following the ITC Clause 10.1 of the Data Sheet.

ITC 18.1 Eligibility Criteria: The Bidder (individual firm or Consortium as the
ITC 13.1 case may be) must qualify the following requirements as of the Bids
ITC 6.1 Submission Deadline for further assessment (technical evaluation
ITC 2.2 and marking):
Section II – Instructions to Consultants (Bid Data Sheet) 30

 Nationality: Bidder (in case of Consortium, Lead Member) must


have been incorporated or set up in Pakistan as evidenced by its
registration documents (Memorandum & Articles of Association
or equivalent documents of constitution or association as
applicable under the law);
Registration: Bidder (in case of a consortium, each member as
applicable) must have valid registration with (i) Federal Board of
Revenue (FBR); (ii) Sindh Revenue Board (SRB) or relevant tax
authority; and (iii) Pakistan Engineering Council as Consulting
Engineers;
 Active Taxpayer: Bidder (in case of Consortium, each member
as applicable) must be on the Active Taxpayer List of FBR and
must have filed income tax returns during the last three (3) years;
 Power of Attorney and Consortium Agreement: Bidder (in
case of Consortium, each member) must submit a power of
attorney, as required by the RFP Document, for the authorized
person nominated to sign the documents. In addition, the Bidder
(in case of Consortium only) must submit the Consortium
Agreement along with the Bid submitted to the Procuring Agency;
 Financial Turnover: Bidder must have an average annual
financial turnover of at least PKR 100 million during the last three
years, as verifiable from the financial statements audited by a
certified chartered accountant in Pakistan or as applicable.
However, the Bidder, in case of a Consortium, the Lead Member
alone must have an average annual financial turnover of at least
PKR 70 million, and each other members collectively must have
an average annual financial turnover of at least PKR 30 million
during the last three (3) years;
 Experience: Bidder (in case of Consortium, technical member)
must have experience of at least one (1) assignment relating to
the development or detailed design or audit of vehicle inspection
standards/ vehicle safety and protection standards/ vehicle
inspection project with any public sector organization completed
during the last ten (10) years;
 Key Professional Staff: Bidder (in case of Consortium, any
member, as applicable) must have and propose all the eligible1
Key Professional Staff as listed under Technical Evaluation
Criteria. Each Consortium member firm must place at least one
(1), and the Lead Member firm should place at least two (2) Key
Professional Staff;
 Government Owned Organization: Bidder (in case of
Consortium, each member as applicable) must be: (i) legally and
financially autonomous; and (ii) operates under commercial law;
 Conflict of Interest: Bidder (in case of Consortium, each
member) must not have any conflict of interest arising from the
prior or existing contracts or relationships which could materially
affect the potential involvement of the Bidder and to comply with
the obligations set out in the RFP Document issued with respect
to this Assignment;
Section II – Instructions to Consultants (Bid Data Sheet) 31

 Non-performing Contracts and Litigation History: Bidder (in


case of Consortium, each member) must provide details of (i)
non-performing contracts with cogent reasons and (ii) disputes
and litigation or arbitration cases in-hand and pending for
adjudication (if any);
 Non-blacklisting/ Non-debarment: Bidder (in case of
Consortium, each member) must not be: (i) blacklisted by any
public sector organization and IFIs; (ii) debarred by the Procuring
Agency till the bid submission deadline; (iii) in bankruptcy or
liquidation proceeding; and (iv) convicted of, fraud, corruption,
collusion, or money laundering.

Technical Evaluation Criteria: Refer to the RFP pages # 35 to 42.

The prospective Bidders must read carefully and note the


following conditions relating to an integral part of the evaluation
criteria:

i. Foreign entities, if participating in the Bidding Process as


Consortium members, other than the Lead Member, must provide
relevant documents of registration and other evidence, as
applicable with respect to the criteria, from their respective
regulatory and/ or registration bodies of the home country;
ii. Sub-Consultant’s credentials & experience is not eligible for
scoring. Furthermore, the global experience of a parent company
or associated firms abroad is also not eligible for scoring until and
unless the foreign company has itself participated as a
Consortium member;
iii. The Procuring Agency shall consider the Bidder’s experience to
the extent of contracts as directly awarded in its own or Bidder’s
title (but not their staff or any parent or subsidiary company).
Secondly, the claimed experience or contracts awarded
(respective milestones) must be satisfactorily completed as
evidenced by the supporting documents submitted with the Bid;
iv. Any Conditional Bid submitted by a Bidder shall be treated as
non-responsive during technical or financial evaluation, as the
case may be;
v. If a Consultant is notified as qualified and awarded the
procurement contract based on the experience of a foreign
company, then requisite Professional Staff from that foreign
company must be present during the contract negotiation, if any
held, and fielded along with other Consortium members during
the targeted milestones.

ITC 18.1 Eligibility Criteria (Mandatory Documents): Bidder (in the case of
ITC 13.1 a Consortium, each member as applicable) must enclose, along with
ITC 6.1 Technical Proposal, copies of the following documents, including but
ITC 2.2 not limited to (refer to the Eligibility and Technical Evaluation Criteria

1
For eligibility of the Key Professional Staff, refer to the note (eligibility conditions) listed on page # 36 onwards
Section II – Instructions to Consultants (Bid Data Sheet) 32

for further details):

i. Documents checklist properly filled and duly signed, stamped by


the Bidder’s authorized representative (Appendix – E);
ii. Registration details including Memorandum & Articles of
Incorporation (equivalent documents of constitution/ association
and documents of registration of legal entity (including NTN,
SRB, and PEC as applicable);
iii. Company profile describing the nature of business and field of
experience;
iv. Consortium Agreement in consonance with ITC Clause 13.1(a)
of Bid Data Sheet (in case of Consortium only);
v. Power of Attorney (Appendix – C);
vi. Integrity Pact (Appendix – A);
vii. Audit reports containing balance sheets, income statements, and
cash flow statements of the last three (3) years duly issued and
verified by a certified chartered accountant firm2;
viii. Income tax returns filed for the last three (3) years;
ix. Bid security financial instrument without disclosing amount of it;
x. Qualification record indicating contracts scope and references
proving completion of the requisite number of contract(s) in last
ten (10) years;
xi. Work orders, contract agreements with a clear scope of work, and
completion certificates (or any other substantial evidence in place
of the completion certificates suffice to prove completion of
claimed milestones);
xii. CVs along with the last educational degree or certificate of the
Key Professional Staff dedicated for this Assignment;
xiii. Historical contracts non-performing details, if any, with reasons
leading to non-performance;
xiv. Litigation history with pending cases and nature of such
litigations;
xv. An affidavit that Bidder (in case of Consortium, each member) is
not blacklisted by any public or private sector organization
(Appendix-B);
xvi. Any other document, including Bid Forms as applicable and
referred to in The ITC, associated with qualifying the eligibility,
technical evaluation criteria, and other terms and conditions.

The prospective Bidders must read carefully and note the


following conditions relating to an integral part of the
evaluation criteria:

i. Any foreign entity participating in the Bidding Process as a


Consortium member, other than the Lead Member, must submit
relevant documents issued by respective authorities/jurisdiction;
ii. In case, Bidder has proposed a Professional Staff from a public
sector organization, then a ‘No Objection Certificate’ issued from
such organization be enclosed with the proposed individual CV;
Section II – Instructions to Consultants (Bid Data Sheet) 33

Bidder (individual firm or Consortium) must provide valid


documents against each criterion/ sub-criterion as required for
qualifying eligibility and technical evaluation criteria. Proposal
received with incomplete document(s) or without concrete
evidence(s) as required under the RFP Document, including
those specifically mentioned under the RFP Documents
Checklist, shall be marked as disqualified or assigned zero
marks as the case may be;
iii. The Procuring Agency reserves the right to cross-verify or call
further information/ documents, if deemed necessary during the
bidding process, to ensure the reliability of information and
capability of the Bidder. Bidder’s non-submission of the required
document(s) or information on time may result in disqualification
or non-scoring of a particular credential, as the case may be.
iv. The Procuring Agency reserves the right to cross-verify or call
further information/ documents, if deemed necessary during the
bidding process, to ensure the reliability of information and
capability of the Bidder. Bidder’s non-submission of the required
document(s) or information on time may result in disqualification
or non-scoring of a particular credential, as the case may be.
v. The Procuring Agency shall not consider any revised document
or any unsolicited information relating to eligibility and technical
evaluation criteria provided by a Bidder against its submitted Bid
during the Bids evaluation stage for its qualification and assigning
the marks. In other words, only those projects and staff, etc., that
are part of or proposed along with the originally submitted Bid at
the time of the Bids Submission Deadline will be considered.

ITC 19.4 The lowest evaluated Financial Proposal (Fm) is given the
maximum financial score (Sf) of 100.

The formula for determining the financial scores (Sf) of all other
Proposals is calculated as follows:

Sf = 100 x Fm/ F, in which “Sf” is the financial score, “Fm” is the lowest
price, and “F” is the price of the Proposal under consideration.

The weights given to the Technical (T) and Financial (P)


Proposals are:
T = 80
P = 20

Proposals are ranked according to their combined technical (St) and


financial (Sf) scores using the weights (T = the weight given to the
Technical Proposal; P = the weight given to the Financial Proposal; T
+ P = 1) as follows: S = St x T% + Sf x P%.
2
Bidder shall be required to submit annual statements, duly certified by a chartered accountant, for the most recent three (3)
years in accordance with the RFP Document. However, where a Bidder is unable to submit an audited statement for any of
these financial years due to the pendency of internal approval or any other legal requirement, then the Bidder, in such a case,
may submit draft audit statements duly verified by certified chartered accountant along with valid reasons/ justification for
submitting the draft, while submitting Bid to the Procuring Agency.
Section II – Instructions to Consultants (Bid Data Sheet) 34

ITC 20.1 The expected date and address for contract negotiation is 03rd
ITC 23.1 May 2024 or immediately after the issuance of the Letter of Award to
the Bidder whose bid found the Most Advantageous Bid at the
Committee Room of the Transport & Mass Transit Department, 2nd
Floor, Tughlaq House, Sindh Secretariat Building No. 2, Kamal-Atta-
Turk Road, Karachi.

ITC 24.1 The Procuring Agency shall award the procurement Contract to a
Bidder qualifying the eligibility or preliminary evaluation criteria and
attaining the highest combined technical and financial score using the
Quality & Cost Based Selection (QCBS) method – Most
Advantageous Bid.

ITC 24.2 Successful Bidder, whose bid found and declared by the Procuring
Agency as the Most Advantageous Bid, upon receiving the Letter of
Award, shall be required to furnish performance security equivalent
to 5% of the contract amount in the shape of a Bank Guarantee
valid for a period of twenty-eight (28) days beyond the specified
Contract duration, issued by a scheduled bank in Pakistan in favor of
‘Secretary, Transport & Mass Transit Department’.

ITC 24.3 The expected date for commencement of services is 13th May
2024 or immediately after the signing of the Contract by both parties.
Section II – Instructions to Consultants (Bid Data Sheet) 35

Technical Evaluation Criteria (ITC 18.1)

Points
Max
Sr. Sub-Criteria and Points
1. Firm’s experience (Max. Points = 1.1 General Experience (Maximum Points = 12)
50) 1.1.1 Bidder’s (in case of a Consortium, technical member) experience in developing 04
Note: standards or conducting technical due diligence or auditing compliance checks for
i. Points will be assigned only once for the industrial automation safety project with each assignment minimum contract value
same project or milestone completed by
more than one Consortium member firm.
of PKR 10 million completed during the last ten (10) years [2 points for each
Furthermore, if a milestone is completed or project]
achieved through a Consortium member
firm (for instance, a legal or financial firm), 1.1.2 Bidder’s (in case of a Consortium, legal member) experience in preparing bidding 04
the points will be assigned to that package (bid document and draft agreement) for an infrastructure development3 or
Consortium member firm only, subject to
that firm’s participation as a Consortium EPC or turnkey projects, with each assignment’s minimum contract value of PKR
member under instant procurement; 10 million or project’s minimum estimated value of PKR 1000 million completed
ii. Project(s) containing various milestones of during the last ten (10) years [2 points for each project]
a similar or varied nature under a single
project will be considered separately for
awarding the points; 1.1.3 Bidder’s (in case of a Consortium, financial member) experience in developing the 04
iii. Bidders’ experience will be considered for financial model and/ or project structuring for any infrastructure development or EPC
completed milestones of projects under or turnkey projects, with each assignment’s minimum contract value of PKR 10
public or private sector organizations unless
expressly specified otherwise; million or project’s minimum estimated value of PKR 1,000 million, completed during
iv. Bidders’ experience to the extent of PPP the last ten (10) years [2 points for each project]
projects listed in 1.2.3 & 1.2.4 will only be
considered for public sector clients, i.e., the 1.2 Relevant Experience (Maximum Points = 38)
completed milestone counterparty or client
must be a public sector organization as 1.2.1 Bidder’s (in case of a Consortium, technical members) experience in conducting 15
verified from the contract documents; feasibility study and/ or detailed design and/ or developing safety and technical
v. Scores will be awarded to a Bidder based standards relating to the vehicle fitness inspection project completed during the last
on milestones achieved for a project as
verifiable from the Bidder’s submitted ten (10) years [5.0 points for each project]
document, i.e., work orders, contract
agreement (with a clear scope of work), and 1.2.2 Bidder’s (in case of a Consortium, technical members) experience in developing or 05
completion certificate or any other
substantial evidence against the completion enforcing standards/ regulations relating to the vehicle safety and emission project
certificates; completed during the last ten (10) years [2.5 points for each project]

3
Infrastructure projects include canals, dams, power generation, sewerage, drainage, bridges, highways, motorways, communication, power, aviation, railroad, roads, waste, tourism, urban development, water, civil
works
Section II – Instructions to Consultants (Bid Data Sheet) 36

vi. For completion of projects/ assignments 1.2.3 Bidder’s (in case of a Consortium, legal member) experience in preparing bidding 09
other than the PKR, the historical exchange
rate prevailing on the completion date of the package [RFP and draft PPP concession agreement (including key performance
respective milestone will be used to convert indicators and risk sharing)] for infrastructure development project under the PPP
foreign currency into PKR, as notified by the modality, completed during the last ten (10) years [3 points for each project]
State Bank of Pakistan;
vii. For the purpose of assigning points for the
projects or assignments completed, it shall 1.2.4 Bidder’s (in case of a Consortium, financial member) experience in developing the 09
be assigned only once in the respective financial model and project structuring for infrastructure development projects under
category, i.e., either general or relevant the PPP modality, completed during the last ten (10) years [3 points for each
experience, as passing the criteria
mentioned thereunder, and project]
viii. Bidders shall attach supporting documents/
evidence of experience and indicate such
reference within the Checklist submitted
along with the Technical Proposal.

Total Points (General and Relevant Experience) 50


2. Key Professional Staff (Max 2.1 Financial Team: 07
Points = 35)
i. Financial Team Leader 5.0 points
Note: The proposed staff (Financial, Technical, ii. Project Finance Specialist 2.0 points
and Legal) must qualify (eligibility) the following
requirements for attaining the points as 2.2 Technical Team: 21
mentioned in this section (refer to the table
showing weightage points allocated to each staff i. Technical Team Leader 5.0 points
based on qualification and relevant experience):
i. S/he must not be more than 60 years of age ii. Mechanical/ Senior Automotive Engineer 3.0 points
as of the Bids Submission Deadline; iii. Quality Assurance Manager/ Motor Vehicle Specialist 3.0 points
ii. S/he must have valid registration with the
professional bodies, i.e., PEC, ICAP, EPC,
iv. Software Architect 2.0 points
PCATP, and/ or as applicable under the v. Software Engineer 2.0 points
relevant laws or general by-laws of the vi. Civil Engineer 1.5 points
respective country (the proposed staff
registration number with respective vii. Quantity Surveyor 1.5 points
regulatory bodies, where applicable, be viii. HSE Engineer 1.5 points
mentioned in the CV); ix. Communication Specialist 1.5 points
iii. S/he must attain the minimum points or
meet the minimum qualification criteria 2.3 Legal Team: 07
mentioned in the score table.
i. Legal Team Leader 5.0 points
ii. Legal Expert 2.0 points

Total Points (Key Professional Staff) 35


Section II – Instructions to Consultants (Bid Data Sheet) 37

3. Financial Capability (Max. Marks 3.1 Average annual turnover of last three (3) years 03
= 3)
i. ≥ PKR 300 million 3.0 points
Note: Bidder (in the case of Consortium, each ii. ≥ PKR 200 million and < PKR 300 million 2.0 points
member as applicable) to submit audited
financial statements of the last three years. iii. ≥ PKR 100 million and < PKR 200 million 1.0 points
However, In a Consortium case, the
Consortium members' financial capability will
be considered collectively to the extent of the
given criterion.

4. Understanding of the 4.1 Understanding of the Assignment and Proposed Methodology with Work Plan 12
Assignment and Proposed containing pragmatic approaches, including those mentioned below, towards
Methodology (Max. Marks = 12) achieving the Assignment’s desired objectives and targeted milestones set in TOR
within the stipulated timelines:
i. Appreciation and clarity of the Project; 2.0 points
ii. Understanding of the Assignment’s objectives; 2.0 points
iii. Proposed quality methodology (concise, clear, and complete) for 4.0 points
undertaking the Assignment;
iv. Suggested changes with valid value additions for improvements 2.0 points
in the Assignment’s TORs;
v. Work plan and staffing schedule; 1.0 point
vi. Existing commitments, engagements, and available strength with 1.0 point
justification to complete the existing Assignment on time.

Total Points (Financial Capability plus Understanding of the Assignment and Proposed Methodology) 15
Grand Total Points (Technical Evaluation Criteria) 100
Qualifying Points 70
Note: Bidder (individual firm or Consortium) must attain at least 70 points St to qualify for the opening of its Financial Proposal.
Section II – Instructions to Consultants (Bid Data Sheet) 38

Key Professional Staff (Points Weightage Assigned to Each Individual based on Qualification and Experience)
Sr. Key Professional Maximum Weightage (Qualification 25% and Relevant Experience 75%)
Staff
1. Financial Team Qualification Relevant Experience

Weight

Weight
1.1 Financial Team CA/ CFA/ ICMA/ ACCA/ MBA 25% ≥ 15 years’ experience in infrastructure related 75%
Leader (Finance) or equivalent transaction advisory services
Bachelor in Finance/ Accounting/ BA 15% ≥ 10 years and < 15 years 60%
(Finance) or equivalent ≥ 7 years and < 10 years 40%
≥ 5 years and < 7 years 20%
1.2 Project Finance CA/ CFA/ ICMA/ ACCA/ MBA 25% ≥ 15 years’ experience in developing financial models/ 75%
Specialist (Finance) or equivalent financial structuring for infrastructure related projects
Bachelor in Finance/ Accounting/ BA 15% ≥ 10 years and < 15 years 60%
(Finance) or equivalent ≥ 7 years and < 10 years 40%
≥ 5 years and < 7 years 20%
2. Technical Team
2.1 Technical Team Master in Project Management/ Quality 25% ≥ 20 years of experience in leading or executing 75%
Leader Assurance/ Information Technology/ infrastructure and/ or IT and/ or mechanical engineering
Business Administration/ Mechanical projects; or ≥ 7 years of experience in leading vehicle
Engineering or equivalent inspection or quality checks projects
Bachelor in Project Management/ 15% ≥ 15 years and < 20 years of experience in leading or 60%
Quality Assurance/ Information executing infrastructure and/ or IT and/ or mechanical
Technology/ Business Administration/ engineering projects; or ≥ 5 years of experience in
Mechanical Engineering or equivalent leading vehicle inspection or quality checks projects
2.2 Mechanical/ Senior Master in Mechanical Engineering or 25% ≥ 20 years of experience in vehicle quality checking or 75%
Automotive equivalent safety inspection
Engineer Bachelor in Mechanical Engineering or 15% ≥ 15 years and < 20 years 60%
equivalent ≥ 10 years and < 15 years 40%
≥ 7 years and < 10 years 20%
2.3 Quality Assurance Master in Mechanical Engineering/ 25% ≥ 15 years of experience in vehicle equipment quality 75%
Manager/ Motor Social Sciences with Six Sigma Black inspection; or ≥ 7 years of experience in working vehicle
Vehicle Specialist Belt certification or equivalent fitness inspection or quality checks projects
Section II – Instructions to Consultants (Bid Data Sheet) 39

Bachelor in Mechanical Engineering/ 15% ≥ 10 years of experience in vehicle equipment quality 60%
Social Sciences with Six Sigma Green inspection; or ≥ 5 years of experience in working vehicle
Belt certification or equivalent fitness inspection or quality checks projects
2.4 Software Architect Master in Computer Science/ 25% ≥ 20 years of experience in design and/ or develop and/ 75%
Information Systems/ Software or maintain the software structure projects
Engineering or equivalent
Bachelor in Computer Science/ 15% ≥ 15 years and < 20 years 60%
Information Systems/ Software ≥ 10 years and < 15 years 40%
Engineering or equivalent ≥ 7 years and < 10 years 20%
2.5 Software Engineer Master in Computer Science/ Software 25% ≥ 20 years of experience in design and maintain/ 75%
Engineering or equivalent upgrade computer software or automation suites or
mobile applications projects
Bachelor in Computer Science/ 15% ≥ 15 years and < 20 years 60%
Software Engineering or equivalent ≥ 10 years and < 15 years 40%
≥ 7 years and < 10 years 20%
2.6 Civil Engineer Master in Civil Engineering/ 25% ≥ 20 years of experience in preparing and assessment 75%
Construction Management or of plans, schedules, budgets, and bill of quantities
equivalent relating to infrastructure development projects
Bachelor in Civil Engineering 15% ≥ 15 years and < 20 years 60%
≥ 10 years and < 15 years 40%
≥ 7 years and < 10 years 20%
2.7 Quantity Surveyor Bachelor/ B-Tech in Civil Engineering 25% ≥ 20 years of experience in preparing budget plans, 75%
category schedules, assessment of claims, estimates of
quantities, and various payments certificates relating to
infrastructure development projects
DAE in Civil Engineering 15% ≥ 15 years and < 20 years 60%
≥ 10 years and < 15 years 40%
≥ 7 years and < 10 years 20%
2.8 HSE Engineer Master in Environmental Sciences/ 25% ≥ 20 years experience in conducting environment- 75%
Social Sciences or equivalent (in case related assessment studies for infrastructure projects or
of social sciences, OSHA/ IOSH/ designing & implement safety standards and protocols
NEBOSH certification is mandatory) in any automotive sector organization
Master in Environmental Sciences/ 15% ≥ 15 years and < 20 years 60%
Social Sciences or equivalent (in case ≥ 10 years and < 15 years 40%
Section II – Instructions to Consultants (Bid Data Sheet) 40

of social sciences, OSHA/ IOSH/ ≥ 7 years and < 10 years 20%


NEBOSH certification is mandatory)
2.9 Communication Master in Communication/ Public 25% ≥ 20 years of experience in communication strategy 75%
Specialist Relations/ Public Administration or development and/ or communication strategy execution
equivalent
Bachelor in Communication/ Public 15% ≥ 15 years and < 20 years 60%
Relations/ Public Administration or ≥ 10 years and < 15 years 40%
equivalent ≥ 7 years and < 10 years 20%
3. Legal Team
3.1 Legal Team Leader LLM/ Bar at Law/ JD or equivalent 25% ≥ 15 years’ experience of legal advisory on infrastructure 75%
development projects
LLB or equivalent 15% ≥ 10 years and < 15 years 60%
≥ 7 years and < 10 years 40%
≥ 5 years and < 7 years 20%
3.2 Legal Expert LLM/ Bar at Law/ JD or equivalent 25% ≥ 15 years’ experience of drafting procurement 75%
documents e.g., EOIs, RFQ, RFP, Concession/ PPP
agreements/ EPC contracts/ agreement negotiations
LLB or equivalent 15% ≥ 10 years and < 15 years 60%
≥ 7 years and < 10 years 40%
.
≥ 5 years and < 7 years 20%
Section III – Technical Proposal (Standard Forms) 41

Section III – Technical Proposal

Table of Contents

[Comments in brackets [ ] provide guidance to the Consultants for the


preparation of their Technical Proposals; they should be deleted from the
Technical Proposals to be submitted.]

Refer to Reference Paragraph 13.2 of the Data Sheet for format of Technical Proposal
to be submitted, and/ or paragraph 13.2 of Section 2 of the RFP for Standard Forms
required and number of pages recommended.

Form TECH-1. Technical Proposal Submission Form………………………………....42

Form TECH-2. Consultant’s Organization and Experience


A. Consultant’s Organization…………………………………..................43
B. Consultant Experience.…………………............................................44

Form TECH-3. Comments and Suggestions on the Terms of Reference an on


Counterpart Staff and Facilities to be Provied by the PA
A. On the Terms of Reference….……………………………………....…45
B. On Counterpart Staff and Facilities…………………………………….46

Form TECH-4. Description of Approach, Methodology, and Work Plan for Performing
the Assignment…………………………………………………………..47

Form TECH-5. Team Composition and Task Assignments……………………………48

Form TECH-6. Curriculum Vitae (CV) for Proposed Professional Staff………………49

Form TECH-7. Staffing Schedule…………………………………………………..…….50

Form TECH-8. Work Schedule….………………………………………………………..51


Section III – Technical Proposal (Standard Forms) 42

Form Tech-1. Technical Proposal Submission Form


[Location, Date]

To: [Name and address of the Procuring Agency]

Dear Sirs:

We, the undersigned, offer to provide the consulting services for [Insert title of
Assignment] in accordance with your Request for Proposal dated [Insert Date] and our
Proposal. We are hereby submitting our Proposal, which includes this Technical
Proposal and a Financial Proposal, each sealed under a separate envelope.

We hereby declare that all the information and statements made in this
Proposal are true and accept that any misinterpretation contained in it may lead to our
disqualification.

If negotiations are held during the period of validity of the Proposal, i.e., before
the date indicated in the Data Sheet, we undertake to negotiate on the basis of the
proposed staff. Our Proposal is binding upon us and subject to the modifications
resulting from Contract negotiations.

We undertake, if our Proposal is accepted, to initiate the consulting services


related to the Assignment not later than the date indicated in the Data Sheet.

We understand you are not bound to accept any Proposal you receive.

We remain,

Authorized Signature [In full and initials]: _____________________________


Name and Title of Signatory: ______________________________________
Name of Firm: __________________________________________________
Address: ______________________________________________________
Section III – Technical Proposal (Standard Forms) 43

Form Tech-2. Consultant’s Organization and Experience

A. Consultant’s Organization
[Provide here a brief (preferably not more than five pages) description of the
background and organization of your firm/ entity and each associate for this
Assignment.]
Section III – Technical Proposal (Standard Forms) 44

B. Consultant’s Experience
[Using the format below, provide information on each assignment for which your firm,
and each associate for this Assignment, was legally contracted either individually or
as a corporate entity or as one of the major companies within an association, for
carrying out consulting services similar to the ones requested under this Assignment.
Use 50 pages.]

Assignment name: Approximate value of contract (PKR):

Country: Duration of Assignment (months):


Location within country:

Name of procuring agency or purchaser: Total No of staff-months of the


Assignment:

Address: Approx. value of the services provided


by your firm under the contract (PKR):

Start date (month/ year): No of professional staff-months


Completion date (month/ year): provided by associated Consultants:

Name of associated Consultants, if any: Name of senior professional staff of


your firm involved and functions
performed (indicate most significant
profiles such as Project
Director/Coordinator, Team Leader):

Narrative description of Project:

Description of actual services provided by your staff within the assignment:

Firm’s Name:
___________________________________________________________________
Section III – Technical Proposal (Standard Forms) 45

Form Tech-3. Comments and Suggestions on the Terms of


Reference and on Counterpart Staff and Facilities to be provided by
the Procuring Agency

A. On the Terms of Reference

[Present and justify here any modifications or improvement to the Terms of Reference
you are proposing to improve performance in carrying out the Assignment (such as
deleting some activity you consider unnecessary, or adding another, or
proposing a different phasing of the activities). Such suggestions should be
concise and to the point, and incorporated in your Proposal. Suggested changes for
the improvement of the Assignment’s Terms of Reference as part of the Form Tech-4
may also be reflected under this section.]
Section III – Technical Proposal (Standard Forms) 46

B. On Counterpart Staff and Facilities


[Comment here on the counterpart staff and/ or facilities to be provided by the
Procuring Agency according to Paragraph Reference 2.5 of the Data Sheet including:
administrative support, office space, local transportation, equipment, data, etc.]
Section III – Technical Proposal (Standard Forms) 47

Form Tech-4. Description of Approach, Methodology and Work Plan


for Performing the Assignment
[Technical approach, methodology and work plan are key components of the
Technical Proposal. Bidders are suggested to present their Technical Proposal (20
pages, preferably not exceeding 2,000 words per component – inclusive of
charts and diagrams) divided into the following three chapters:]

a. Technical Approach and Methodology,


b. Work Plan, and
c. Organization and Staffing;

a) Technical Approach and Methodology. In this chapter, the Bidder should explain
the understanding of the Assignment, approach to the services, methodology for
carrying out the activities and obtaining the expected output, and the degree of detail
of such output. The Bidder should highlight the problems being addressed and their
importance and explain the technical approach the Bidder would adopt to address
them. The Bidder should also explain the methodologies proposed to adopt and
highlight the compatibility of those methodologies with the proposed approach. In
addition, the Bidder shall suggest and address the following components
separately using the bullet points (mention ‘None’ against the respective heading
if no explanation or comments are required to be proposed by a Bidder):

 Appreciation and clarity of the Project;


 Understanding of the Assignment’s objectives;
 Proposed quality methodology (concise, clear, and complete) for undertaking
the Assignment;
 Suggested changes with valid value additions for improvements in the
Assignment’s Terms of Reference (the proposed suggestions and changes
may include offering additional key tasks or resources reasonably required for
bringing value additions or innovations for undertaking the Assignment);
 Existing commitments, engagements, and available strength with justification.

b) Work Plan. In this chapter, the Bidder should propose the main activities of the
Assignment, their content and duration, phasing and interrelations, milestones
(including interim approvals by the Procuring Agency), and delivery dates of the
reports. The proposed work plan should be consistent with the technical approach and
methodology, showing an understanding of the TOR and the ability to translate them
into a feasible working plan. A list of the final documents, including reports, drawings,
and tables to be delivered as final output, should be included here. The work plan
should be consistent with the Work Schedule of Form TECH-8.

c) Organization and Staffing. In this chapter, the Bidder should propose the structure
and composition of the team. The Bidder should list the main disciplines of the
Assignment, the key expert responsible, and proposed technical and support staff.]
Section III – Technical Proposal (Standard Forms) 48

Form Tech-5. Team Composition and Task Assignments

Professional Staff
Name of Staff Firm Area of Position Task
Expertise Assigned Assigned
Section III – Technical Proposal (Standard Forms) 49

Form Tech-6. Curriculum Vitae (CV) for Proposed Professional Staff


1. Proposed Position (only one candidate shall be nominated for each position): ___

2. Name of Firm (insert name of firm proposing the staff): _____________________

3. Name of Staff [Insert full name]: _______________________________________

4. Date of Birth: _________________________ Nationality: _________________

5. Education [Indicate college/university and specialized education of staff member,


giving names of institutions, degrees obtained, and dates of obtainment]: _______

6. Membership of Professional Associations (with Registeration Number): ____

7. Other Training [Indicate significant training since degrees under 5 - Education


were obtained]: ____________________________________________________

8. Countries of Work Experience [List countries where staff has worked in the last
ten years]: ________________________________________________________

9. Languages [For each language indicate proficiency: good, fair, or poor in


speaking, reading, and writing]: ________________________________________

10. Employment Record [Starting with present position, list in reverse order every
employment held by staff member since graduation, giving for each employment
(see format here below): dates of employment, name of employing organization,
positions held]: ____________________________________________________
From [Year]: ___________ To [Year]: __________
Employer: ______________________________ Positions held: _______

11. Detailed Tasks Assigned [List all tasks to be performed under this Assignment]:

12. Work Undertaken that Best Illustrates Capability to Handle the Tasks
Assigned [Among the Assignments in which the staff has been involved, indicate
following information for those Assignments that illustrate staff capability to handle
tasks listed under point 11.]:
Name of Assignment or project: ________________ Year: ______________
Location: __________________________________ PA: _______________
Main project features: ________________________ Positions held: _______
Activities performed: ________________________________________________

13. Certificate

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly
describes me, my qualifications, and my experience. I understand that any wilful
misstatement described herein may lead to my disqualification or dismissal, if
engaged.
_____________________________________________________ Date: _________
[Signature of staff member or authorized representative of the staff] Day/Month/ Year

Full name of authorized representative: ____________________________________


Section III – Technical Proposal (Standard Forms) 50

Form Tech-7. Staffing Schedule4

No Name of Staff Staff Input (in the form of bar chart)5 Total Staff-Month
Input
1 2 3 4 5 6 7 8 9 10 11 12 N Home Field6 Total
Foreign
1 [Home]
[Field]

Subtotal
Local
1 [Home]
[Field]

Subtotal
Total
Full time input Part time input

4
For Professional Staff the input should be indicated individually; for Support Staff it should be indicated by category (e.g.: draftsmen, clerical staff, etc.).
5
For Months are counted from the start of the Assignment. For each staff indicate separately staff input for home and field work.
6
Field work means work carried out at a place other than the Consultant's hom/e office.
Section III – Technical Proposal (Standard Forms) 51

Form Tech-8. Work Schedule

No Activity7 Months8
1 2 3 4 5 6 7 8 9 10 11 12 N
1
2
3
4
5

7
Indicate all main activities of the Assignment, including delivery of reports (e.g.: inception, interim, and final reports), and other benchmarks such as Procuring Agency approvals. For phased Assignments indicate
activities, delivery of reports, and benchmarks separately for each phase.
8
Duration of activities shall be indicated in the form of a bar chart.
Section IV – Financial Proposal (Standard Forms) 52

Section IV – Financial Proposal

Standard Forms
[Comments in brackets [ ] provide guidance to the Consultants for the
preparation of their Financial Proposals; they should be deleted from the
Financial Proposals to be submitted.]

[Financial Proposal standard forms shall be used for the preparation of the Financial
Proposal in accordance with ITC Clauses 13.2 & 24.1 of Section 2 of the RFP
Document.]

Form FIN-1. Financial Proposal Submission Form……………………………………..53

Form FIN-2. Summary of Costs…………………………………………………………..54

Form FIN-3. Breakdown of Costs by Activity..……………………………………..........55

Form FIN-4. Breakdown of Remuneration…..…………………………………….........56

Form FIN-5. Breakdown of Reimburseable Expenses…………………………………58

Appendix. Financial Negotiations - Breakdown of Remuneration Rates…………...60


Section IV – Financial Proposal (Standard Forms) 53

Form FIN-1. Financial Proposal Submission Form


[Location, Date]

To: [Name and address of PA]

Dear Sirs:

We, the undersigned, offer to provide the consulting services for [Insert title of
Assignment] in accordance with your Request for Proposal dated [Insert Date] and our
Technical Proposal. Our attached Financial Proposal is for the sum of [Insert
amount(s) in words and figures9].

Our Financial Proposal shall be binding upon us subject to the modifications


resulting from Contract negotiations, up to expiration of the validity period of the
Proposal, i.e. before the date indicated in Paragraph Reference 9.1 of the Data Sheet.

Commissions and gratuities paid or to be paid by us to agents relating to this


Proposal and Contract execution, if we are awarded the Contract, are listed below10:

Name and Address of Amount and Currency Purpose of Commission


Agents or Gratuity

____________________ ____________________ ____________________


____________________ ____________________ ____________________
____________________ ____________________ ____________________

We understand you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

Authorized Signature [In full and initials]: ___________________________________


Name and Title of Signatory: ____________________________________________
Name of Firm: _______________________________________________________
Address: ____________________________________________________________

9
Amounts must coincide with the ones indicated under Total Cost of Financial proposal in Form FIN-2
10
If applicable, replace this paragraph with: “No commissions or gratuities have been or are to paid by us to agents relating to
this Proposal and Contract execution.”
Section IV – Financial Proposal (Standard Forms) 54

Form FIN-2. Summary of Costs11


Item Description of Services Costs
No. (in PKR)
1. Phase I – Transaction Preparation
 Inception Report
 USP Preliminary Evaluation Report
 Technical Feasibility Report
 Economic and Financial Viability Assessment Report
 Legal, Institutional & Regulatory Assessment Report
 Market Assessment Report
 PPP Options Analysis, Risk Allocation Matrix & Value for
Money Analysis Report
 USP Detailed Review Report

2. Phase II: Transaction Implementation


 Marketing and Submission of Bidding Package
 Submission of Bid Evaluation Report
 Issuance of Letter of Award/ Acceptance

3. Phase III: Transaction Negotiation & Financial Close


 Transaction negotiation and signing of Concession
 Financial Close

Total Cost of Financial Proposal (inclusive of all the taxes)12

11
The Bidder may update this form considering its own requirement; however, the payment shall be made as per the milestones
satisfactory completed and defined under the Conditions of Contract of RFP Document.
12
Total cost must be inclusive of all applicable taxes as payble by the Consultant according to law of the land. This cost shall
cover all the costs associated with performing the Assignment as detailed under the TOR. The Contract Price payments shall
be made in accordance with the Conditions of Contract available with the RFP.
Section IV – Financial Proposal (Standard Forms) 55

Form FIN-3. Breakdown of Costs by Activity13

Group of Activities: 14 Description: 15


__________________________________ ___________________________________________________________________________
__________________________________ ___________________________________________________________________________

Cost Component Costs16


[Indicate Foreign [Indicate Foreign [Indicate Foreign [Indicate Local
Currency # 1] Currency # 2] Currency # 3] Currency]
Remuneration17
Reimbursable Expenses
Subtotals

NOT APPLICABLE
13
Form FIN-3, if applicable, shall be filled at least for the whole Assignment. In case some of the activities require different modes of billing and payment (e.g.: the Assignment is phased, and each phase has a different
payment schedule), the Consultant shall fill a separate Form FIN-3 for each group of activities. For each currency, the sum of the relevant Subtotals of all Forms FIN-3 provided must coincide with the Total Costs of
Financial Proposal indicated in Form FIN-2.
14
Names of activities (phase) should be the same as, or correspond to the ones indicated in the second column of Form TECH-8
15
Short description of the activities whose cost breakdown is provided in this Form.
16
Indicate between brackets the name of the foreign currency. use the same columns and currencies of Form FIN-2.
17
For each currency, Remuneration and Reimbursable Expenses must respectively coincide with relevant total costs indicated in Forms FIN-4, and FIN-5.
Section IV – Financial Proposal (Standard Forms) 56

Form FIN-4. Breakdown of Remuneration18


[This Form FIN-4 shall only be used when it is indicated in Reference Paragraph 14.1 of the Data Sheet that remuneration shall be Time Based]

Group of Activities: _________________________________


Name19 Position20 Staff-month Input22 [Indicate [Indicate [Indicate [Indicate Local
Rate 21 (Staff-months) Foreign Foreign Foreign Currency]
Currency # 1] Currency # 2] Currency # 1]
23

Foreign Staff
[Home]
[Field]

Local
[Home]
[Field]

Total Costs

NOT APPLICABLE
18
Form FIN-4 shall be filled for each of the Forms FIN-3 provided.
19
Professional Staff should be indicated individually; Support Staff should be indicated per category (e.g.: draftsmen, clerical staff).
20
Positions of Professional Staff shall coincide with the ones indicated in Form TECH-5.
21
Indicate separately staff-month rate and currency for home and field work.
22
Indicate, separately for home and field work, the total expected input of staff for carrying out the group of activities or phase indicated in the Form.
23
Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN-2. For each staff indicate the remuneration in the column of the relevant currency, separately for home
and field work. Remuneration = Staff-month Rate x Input.
Section IV – Financial Proposal (Standard Forms) 57

Form FIN-4. Breakdown of Remuneration24


[This Form FIN-4 shall only be used when it is indicated in Reference Paragraph 14.1 of
the Data Sheet that remuneration shall be Lump-Sum. Information to be provided in this
Form shall only be used to establish payments to the Consultant for possible additional
services requested by the PA].
Name25 Position26 Staff-month Rate27
Foreign Staff
[Home]
[Field]

Local Staff
[Home]
[Field]

24
Form FIN-4 shall be filled in for the same Professional and Support Staff listed in Form TECH-7.
25
Professional Staff should be indicated individually; support staff should be indicated per category (e.g. draftsmen, clerical staff).
26
Positions of the Professional Staff shall coincide with the ones indicated in Form TECH-5.
27
Indicate separately staff-month rate and currency for home and field work.
Section IV – Financial Proposal (Standard Forms) 58

Form FIN-5. Breakdown of Reimbursable Expenses28


[This Form FIN-5 shall only be used when it is indicated in Reference Paragraph 5.6 of the Data Sheet that remuneration shall be Time Based]

Group of Activities: _________________________________


No Description29 Unit Unit Cost30 Quantity [Indicate [Indicate [Indicate [Indicate
Foreign Foreign Foreign Local
Currency # Currency # Currency # Currency]
1]31 2] 1]
Per diem allowances Day
International flights32 Trip
Miscellaneous travel expenses Trip
Communication costs between
[Insert place] and [Insert place]
Drafting, reproduction of reports
Equipment, instruments,
materials, supplies, etc.
Shipment of personal effects Trip
Use of computers, software
Laboratory tests
Subcontracts
Local transportation costs
Office rent, clerical assistance
Training of the PA’s personnel33
Total Costs

NOT APPLICABLE
28
Form FIN-5 should be filled for each of the Forms FIN-3 provided, if needed.
29
Delete items that are not applicable or add other items according to Paragraph Reference 3.6 of the Data Sheet.
30
Indicate unit cost and currency.
31
Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN2. Indicate the cost of each reimbursable item in the column of the relevant currency. Cost = Unit Cost
x Quantity.
32
Indicate route of each flight, and if the trip is one- or two-ways.
33
Only if the training is a major component of the Assignment, defined as such in the Data Sheet or TOR.
Section IV – Financial Proposal (Standard Forms) 59

Form FIN-5. Breakdown of Expenses


[This Form FIN-5 shall only be used when it is indicated in Reference Paragraph 14.1 of
the Data Sheet that remuneration shall be Lump Sum. Information to be provided in this
Form shall only be used to establish payments to Consultant for possible additional
services requested by the PA]

No Description34 Unit Unit Cost35


Per diem allowances Day
International flights36 Trip
Miscellaneous travel expenses Trip
Communication costs between [Insert place] and [Insert
place]
Drafting, reproduction of reports
Equipment, instruments, materials supplies, etc.
Shipment of personal effects Trip
Use of computers, software
Laboratory tests
Subcontracts
Local transportation costs
Office rent, clerical assistance
Training of the PA’s personnel37

NOT APPLICABLE
34
Delete items that are not applicable or add items according to Paragraph Reference 3.6 of the Data Sheet.
35
Indicate unit cost and currency.
36
Indicate route of each flight, and if the trip is one- or two-ways.
37
Only if the training is a major component of the Assignment, defined as such in the Data Sheet or TOR.
Section IV – Financial Proposal (Standard Forms) 60

Appendix. Financial Negotiations – Breakdown of


Remuneration Rates
(Not to be used when cost is a factor in the evaluation of Proposals)

1. Review of Remuneration Rates

1.1 The remuneration rates for staff are made up of salary, social costs, overheads,
fee that is profit, and any premium or allowance paid for Assignments away from
headquarters. To assist the firm in preparing financial negotiations, a Sample
Form giving a breakdown of rates is attached (no financial information should be
included in the Technical Proposal). Agreed breakdown sheets shall form part of
the negotiated contract.

1.2 The Procuring Agency is charged with the custody of funds from Government of
Sindh and is expected to exercise prudence in the expenditure of these funds.
The Procuring Agency is, therefore, concerned with the reasonableness of the
firm’s Financial Proposal, and, during negotiations, it expects to be able to review
audited financial statements backing up the firm’s remuneration rates, certified
by an independent auditor. The firm shall be prepared to disclose such audited
financial statements for the last three years, to substantiate its rates, and accept
that its proposed rates and other financial matters are subject to scrutiny. Rate
details are discussed below.

i. Salary: This is the gross regular cash salary paid to the individual in the firm’s
home office. It shall not contain any premium for work away from
headquarters or bonus.

ii. Social Costs: Social costs are the costs to the firm of staff’s non-monetary
benefits. These items include, inter alia, social security including pension,
medical and life insurance costs, and the cost of a staff member being sick
or on vacation. In this regard, the cost of leave for public holidays is not an
acceptable social cost nor is the cost of leave taken during an Assignment if
no additional staff replacement has been provided. Additional leave taken at
the end of an Assignment in accordance with the firm’s leave policy is
acceptable as a social cost.

iii. Cost of Leave: The principles of calculating the cost of total days leave per
annum as a percentage of basic salary shall normally be as follows:

Total days leave x 100


Leave cost as per percentage of salary38 =
[365 – w – ph – v – s]

It is important to note that leave can be considered a social cost only if the
Procuring Agency is not charged for the leave taken.

NOT APPLICABLE
iv. Overheads: Overhead expenses are the firm’s business costs that are not
directly related to the execution of the Assignment and shall not be

38
Where w = weekends, ph = public holidays, v = vacation, and s = sick leave.
Section IV – Financial Proposal (Standard Forms) 61

reimbursed as separate items under the contract. Typical items are home
office costs (partner’s time, nonbillable time, time of senior staff monitoring
the project, rent, support staff, research, staff training, marketing, etc.), the
cost of staff not currently employed on revenue-earning projects, taxes on
business activities and business promotion costs. During negotiations,
audited financial statements, certified as correct by an independent auditor
and supporting the last three years’ overheads, shall be available for
discussion, together with detailed lists of items making up the overheads and
the percentage by which each relates to basic salary. The Procuring Agency
does not accept an add-on margin for social charges, overhead expenses,
etc., for staff who are not permanent employees of the firm. In such case,
the firm shall be entitled only to administrative costs and fee on the monthly
payments charged for subcontracted staff.

v. Fee or Profit: The fee or profit shall be based on the sum of the salary, social
costs, and overhead. If any bonuses paid on a regular basis are listed, a
corresponding reduction in the profit element shall be expected. Fee or profit
shall not be allowed on travel or other reimbursable expenses, unless in the
latter case an unusually large amount of procurement of equipment is
required. The firm shall note that payments shall be made against an agreed
estimated payment schedule as described in the draft form of the contract.

vi. Away from Headquarters Allowance or Premium: Some Consultants pay


allowances to staff working away from headquarters. Such allowances are
calculated as a percentage of salary and shall not draw overheads or profit.

vii. Subsistence Allowances: Subsistence allowances are not included in rates,


but are paid separately and in local currency. No additional subsistence is
payable for dependents-subsistence rate shall be same for married and
single team members.

viii. Standard rates for the particular country may be used as reference to
determine subsistence allowances.

2. Reimbursable Expenses

2.1 Financial negotiations shall further focus on such items as out-of-pocket


expenses and other reimbursable expenses. These costs may include, but are
not restricted to, cost of surveys, equipment, office rent, supplies, international
and local travel, computer rental, mobilization and demobilization, insurance, and
printing. These costs may be either unit rates or reimbursable on the presentation
of invoices, in foreign or local currency.

3. Procuring Agency Guarantee

3.1 The Payments to the firm, including payment of any advance based on cash flow
projections covered by a Procuring Agency guarantee, shall be made according
to an agreed estimated schedule ensuring the Consultant regular payments in
local and foreign currency, as long as the services proceed as planned.
NOT APPLICABLE
Section IV – Financial Proposal (Standard Forms) 62

Sample Form

Consulting Firm: Country:


Assignment: Date:

Consult’s Representation Regarding Costs and Charges

We hereby confirm that:

a. the basic salaries indicated in the attached table are taken from the firm’s payroll
records and reflect the current salaries of the staff members listed which have
not been raised other than within the normal annual salary increase policy as
applied to all the firm’s staff;

b. attached are true copies of the latest salary slips of the staff members listed;

c. the away from headquarters allowances indicated below are those that the
Consultants have agreed to pay for this Assignment to the staff members listed;

d. the factors listed in the attached table for social charges and overhead are based
on the firm’s average cost experiences for the latest three years as represented
by the firm’s financial statements; and

e. said factors for overhead and social charges do not include any bonuses or other
means of profit-sharing

___________________________________
[Name of Consulting Firm]

___________________________________ _____________________________
Signature of Authorized Representative Date

Name: _____________________________

Title: _____________________________

NOT APPLICABLE
Section IV – Financial Proposal (Standard Forms) 63

Consultant’s Representation Regarding Costs and Charges


(Expressed in [insert name of currency])

Personnel 1 2 3 4 5 6 7 8
Name Position Basic Salary Social Overhead Subtotal Fee40 Away from Proposed Proposed
per Working Charges39 Headquarter Fixed Rate Fixed Rate
Month/ Day/ Allowance per Working per Working
Year Month/ Day/ Month/ Day/
Hour Hour
Head Office

Field

NOT APPLICABLE
39
Expressed as percentage of 1
40
Expressed as percentage of 4
Section V – Terms of Reference 64

Section V – Terms of Reference

SUMMARY/ OVERVIEW OF THE ASSIGNMENT


Procuring Agency Transport & Mass Transit Department, Government of Sindh
Assignment Title Feasibility study and transaction advisory services for the
development of motor vehicle fitness inspection project in
Sindh under public-private partnership mode
Assignment Under this Assignment, the Consultant shall be required to
Description undertake the activities in three dependent and sequential
phases: i. Transaction Preparation, ii. Bid Management; and iii.
Transaction Negotiation & Achievement of Financing Close
subject to the approval of Competent Authority, i.e., the PPP
Policy Board, at each phase.
The initial phase shall require the Consultant to independently
and objectively review and assess the Project’s legal viability
considering the USP and standalone basis based on available
and collected information, review institutional and regulatory
framework, undertake the legal assessment, and submit
recommendations with the next course of action in line with
applicable laws to the Procuring Agency. In case the Project is
legally viable and upon satisfaction of the Procuring Agency,
the Consultant shall undertake and validate the Project’s
technical and financial assessment and devise a plan to
undertake the Project with the most preferred PPP option
considering the factors, such as value for money, cost-benefit,
SWOT, risk analysis at all stages of Project’s development.
Subsequently, upon satisfactory completion of the first phase,
the Consultant will be required to develop a marketing strategy
to sensitize potential investors’ participation in the Project’s
procurement, assist the Procuring Agency while undertaking
the procurement, including biddings, transaction negotiations,
and then achieve financial closure as further detailed in the
TOR’s Assignment Scope.
Contract Duration Fourteen (14) months
Contract Type Lump-sum or fixed
Procurement Sindh Public Procurement Act, 2009, including the SPP Rules,
Framework Regulations, Orders or Instructions framed thereunder.
Market Approach National competitive bidding
Selection Method Quality cost-based selection
Commencement 13th May 2024 or immediately after signing the Contract.
Date (Expected)
Section V – Terms of Reference 65

1. PROJECT BACKGROUND

Sindh is the third-largest province of Pakistan by total area, with an area of 140,914
km² and the second-largest province by population after Punjab, with a population of
47.89 million (2017 Census). Karachi, the financial hub of Pakistan, alone accounts
for 14.91 million people, which makes it the 12th largest city in the world.

The number of vehicles in the province is also increasing with the increasing
population rate. Most of these vehicles emit fumes much higher than the standard level
of emissions due to various factors such as vehicle age or lack of regular repairs and
maintenance. With increased air pollution, there is a need to reduce unfit vehicles on
the roads to control pollution and the accidents caused by these unfit vehicles.

Under the Provincial Vehicles Ordinance of 1965 and the Motor Vehicle Rules, 1969,
the Provincial Transport Authority, Transport & Mass Transit Department, Government
of Sindh, is responsible for inter alia controlling and regulating the private sector
transport, including vehicles fitness and certification, within the province. Currently,
vehicle fitness certification, i.e., the periodic requirement for inspection and
certification, applies only to commercial vehicles that are done by the Motor Vehicle
Examiners (MVEs) at the district levels using the traditional approaches without any
access to the technology and/ or physical equipment to measure the vehicles' fitness
appropriately that inadvertently affecting the health, safety, environment standards. As
such, there is a dire need to implement effective integrated vehicle fitness inspection
and certification applicable to all the categories and classes of vehicles in Sindh.

In this regard, the Transport & Mass Transit Department, Government of Sindh
('Procuring Agency') has received an Unsolicited Proposal ('USP') from a private
entity comprising a consortium of national and international firms ('USP Developer'),
seeking to design, finance, build, operate, maintain, and transfer a motor vehicle
inspection project under public-private partnership mode in terms of Rule 15(A) of the
SPP Rules ('Project'). The USP comprises a feasibility report detailing therein the
Project's technical, financial, and legal aspects, etc., for the establishment of eight (8)
motor vehicle inspection centers41 (fixed and mobile centers, initially at Karachi and
then rest of districts/divisions of Sindh), each with a maximum of thirty-two (32) lanes,
in three (3) sequential phases with a total construction period of two years and three
months (2¼ years) and operation period of seventeen years nine months (17¾ years).

 In the first phase, sixteen (16) lanes will be installed in four (4) testing centers;
 Construction of the second phase will start as soon as the testing sites in the
first phase are operational. In the second phase, eight (8) more lanes will be
added within two (2) testing centers;
 After eighteen (18) months from the start of construction for the first phase,
construction of the third phase will start with the installation of eight (8)
additional lanes in two (2) testing centers;

41
In each testing center, one (1) lane will be installed for Heavy Transport Vehicles (HTV), and three (3) lanes will be established
for Light Transport Vehicles (LTV) based on the vehicle population of Sindh. Although the Project targets all types of vehicles
(passenger, commercial, and motorbikes) to be inspected, the testing centers established will be used to inspect only
passenger, commercial, and public service vehicles.
Section V – Terms of Reference 66

 Overall, eight (8) testing centers will be established with four (4) lanes, each
adding up to a total of thirty-two (32) lanes, bringing the construction period of
the Project to twenty-seven (27) months.

The Project's USP proposes various features inter-alia are as follows:

 Testing Centers: The proposed centers, including rental-based land


selection and constructions supported with advanced equipment and
technological solutions, will be established in sequential phases by the USP
Developer using its human, financial,
and technical resources;
 Vehicle Tests: The vehicle inspections
will be conducted using various tests,
including alignment, brake, gas/
emission, headlights, undercarriage,
noise, opacity, RPM meter & oil,
temperature gauge, shaker plates,
shock absorber, tire depth, exterior &
body checks, etc., that the USP
Developer will conduct;
 Registration Process: The vehicle
fitness inspection registration process will start through an online integrated
digital platform (containing different modules: certificates printing,
supervision, waiting room, etc.), where the customers may get themselves
registered by paying a fee to seek a preferential time slot for getting their
vehicle fitness inspection with validity for a year;
 Benefits: The customers using the motor vehicle inspection service may
seek incentives, including free personal accident insurance policy, free third-
party liability insurance, and free domestic air travel insurance policy, etc.;
 Enforceability: The USP Developer will install high-definition cameras with
an automatic number plate recognition system integrated with the online
digital platform at various locations to check and monitor the motor vehicles
non-compliant status, which in turn be penalized with a fine to ensure
enforceability. Further, the USP Developer will deploy mobile enforcement
units with a handheld RFID scanner to check the non-compliant status, etc.,
subject to the provisions under the applicable laws;
 Risks Matrix: The USP Developer has proposed to bear at its level the risks
relating to the demand and revenue, performance, cost over-run, design,
finance, operation & maintenance, and compliance as part of the proposed
Project.
Section V – Terms of Reference 67

2. PROJECT CONCEPTUALIZATION

The Project had been conceived by the USP Developer, which approached the
Procuring Agency via the USP under Rule 15(A) of the SPP Rules. While unsolicited
bids are permitted under the Sindh Public Procurement Act, 2009, and the SPP Rules
framed thereunder, which prescribes a mechanism to initially ascertain the Project's
USP viability through a Technical Committee and then, subject to the Project's viability,
initiating procurement process through open competitive bidding to achieve the
competitive bid ('Best Evaluated Bid') for the Government. Under the SPP Rules, the
USP Developer will have the first right of refusal/ match in case of bidding competition
and seek other benefits, including exemption from the prequalification process.

In compliance with the SPP Rules, the Procuring Agency formulated a Technical
Committee, which recommended engaging Consultants to assist them through
completing the due diligence process, i.e., initially conducting the legal assessment
and, if found viable, then undertaking financial and technical assessment considering
all the associated factors and parameters, as applicable under the SPP Act and Sindh
PPP Act, and keeping in view the objectives for undertaking the Project's USP or
standalone basis. The Procuring Agency, through the PPP Unit of the Finance
Department, placed the Technical Committee's recommendations before the PPP
Policy Board, which approved the Procuring Agency's request to hire the Consultants
to assess USP and, if found legally viable, conduct the Project's detailed assessment.

In this regard, the Procuring Agency now invites the sealed Proposals from the Eligible
Bidders (individual firms or Consortia, as the case may be) to conduct the feasibility
study and transaction advisory services for the development of motor vehicles
inspection project under the public-private partnership mode ('Assignment') in
accordance with the SPP Rules.

3. PROJECT RATIONALE AND OBJECTIVES

The Procuring Agency is exploring various opportunities to address the public health,
safety, and environmental challenges posed by transportation in Sindh by leveraging
private sector expertise, improving infrastructure, ensuring financial sustainability, and
delivering positive social, economic, and ecological outcomes for the community.

In line with the objectives, the Procuring Agency has received a USP developed by a
private sector entity, highlighting the Project's indicative objectives mentioned below:

 To establish a high-tech vehicle inspection and certification system in


compliance with international standards to ensure the vehicle inspection;
 To enhance ambient air quality by implementing controlled measures for
vehicular emissions;
 To implement a rigorous and effective enforcement mechanism to keep unfit
vehicles off the road;
 To improve road safety by reducing fatalities and traffic-related injuries caused
by mechanical failure in unfit vehicles;
 To reduce noise pollution through proactive, controlled vehicle inspections,
promoting a green environment by managing vehicular emissions.
Section V – Terms of Reference 68

The Consultant/ Bidder, whose bid found and declared as the Most Advantageous Bid,
shall provide/ conduct the Assignment's feasibility study and transaction advisory
support to the Procuring Agency in the:

 Review the USP objectively and independently, considering the best practices;
 Structure a viable and bankable private sector concession;
 Select an experienced and credible private sector developer, through a
transparent and competitive process, to undertake the Project and associated
infrastructure in a financially, technically, environmentally sustainable manner.

The Bidder will assist the Procuring Agency in structuring and implementing the
Project in a manner that achieves its objectives and provides the framework for a fair
and transparent selection process for a private developer in line with good international
industry practices and applicable rules. The Bidder (in the case of a Consortium, the
Lead Member) will perform the functions by mobilizing a team of specialized
Consultants, including financial, legal, and technical, in the Assignment's preparation
and execution.

4. ASSIGNMENT SCOPE

The Consultant shall be required to conduct the Assignment in three (3) dependent
and sequential phases. However, the Government reserves the right to terminate the
Contract at the end of any phase if it is satisfied that proceeding further will not help
achieve its objectives or other conditions stipulated in the Contract.

4.1. Phase I – Transaction Preparation: Specific objective of this phase is to initially


assess the Project's USP supported with reports by objectively and independently
analyzing the Project's overall legal viability assessment considering the SPP Act,
2009, and the Sindh PPP Act, 2010, including rules, regulations, policies, instructions
framed thereunder, or any other applicable laws/ case laws/ reports/ relevant studies/
master plans, etc. and submit a report with recommendations to the Procuring Agency.

Given the Consultant's report, the Procuring Agency's Technical Committee shall
review it and offer its recommendations on the USP's viability to proceed ahead with
a detailed study or assessment of the Project, which shall require the Consultant to
conduct or re-assess baseline surveys/ studies/ data, review the existing and previous
relevant studies, prepare a conceptual plan while conducting feasibility assessment,
develop & evaluate/ prioritize various options to achieve objectives of Project and to
provide a clear cut way forward or recommendations to the Government, with regard
to master planning, institutional arrangement, transaction structure, financial viability
and socioeconomic & environmental viability of the proposed Project's development.

Consultants shall collect relevant data from all concerned departments, other relevant
authorities, records of ongoing litigations, and other relevant/ pertinent information
which may become useable in later stages of the work. Based on the acquired data,
prepare a detailed plan and PPP project proposal with the most preferred option for
undertaking the Project. The reports, submitted from time to time, shall also fully
capture all the information as necessary or available from the Procuring Agency in the
form of previous studies/ reports (such as pre-feasibility and/ or feasibility studies
concerning and/ or other reports concerning the vehicle fitness inspection system).
Section V – Terms of Reference 69

Specially, this phase shall include but not be limited to the following components:

4.1.1 Inception Report: The Consultant under this stage would be required to
provide a detailed work breakdown structure, schedules with timelines
along with critical milestones and methodology, team details, logistics
plans, requirements from the Procuring Agency, and anticipated issues of
initiating work for the Project. The report shall be prepared after conducting
a detailed visit of the Project's sites/ existing working environment by the
successful Bidder's Key Professional Staff. However, the Consultant shall
prepare a detailed analysis and plans for the Project's existing and
proposed facilities during the technical feasibility.

The inception report shall also contain the monthly working plan/timesheet
prepared using the Procuring Agency’s standardized reporting template,
highlighting detailed description of tasks planned, completed, challenges,
recommendations, etc., for the performance check and record purposes.
After signing the Contract, the Bidder shall submit such a report at the start
of each month during the Contract as condition for payments release by the
Procuring Agency.

4.1.2 Unsolicited Proposal Preliminary Review: This shall require Consultant


to conduct:

I. Legal Viability Assessment or Due Diligence

o Legal review of the Project's USP submitted by the USP Developer,


based on available information. The review would include but not be
limited to the evaluation of the USP from the perspective of private
entity(ies) credibility, legal status, documentation, relevant technical
capability, financial strength, cost estimates, robustness of the financial
strength along with appropriate risk allocation. Further, assessment of
technical, environmental, and robustness of the financial proposal along
with appropriate risk allocation for both public and private sectors.
Under the SPP Rules, the USP Developer will have the right of first
refusal/ match and other benefits during the bidding stage (including
pre-qualification). The Consultant will evaluate such provisions and
analyze the options to improve these to enhance competition while
keeping international best practices in view and ensuring compliance
with the applicable rules.

II. Review the Technical Qualifications/ Experience of the USP


Developer and EPC & O&M Contractor, as applicable. Such review may
include the following:

o Review development of vehicle inspection project(s) with supported


infrastructure, equipment, and automation system;
o Review of PPP general and relevant experience;
o Review of relevant projects' operations experience;
o Review of planned human resource deployment.
Section V – Terms of Reference 70

III. Review of Planned Facility & Whole Life Cycle Cost Estimates

o Review of the proposed facility documents, drawings, and reports


(project implementation plan, work schedule, etc.) submitted as part of
the USP, especially regarding their adequacy towards fulfilling the
stated Project objectives. Review of cost estimates, bill of quantities,
rate analysis, and comparison with international & local benchmarks.
This review would cover capital investment and operating cost estimate;
o Review of planned facility development costs proposed in the USP;
o Review of the technical solution of infrastructure, including the proposed
equipment and machinery available for implementation of the Project;
o Review of the market-based rates for similar nature of services falling
under the proposed Project available to the customers;
o Review viability and definition of the scope of the Project along with
other technical due diligence aspects of the Project in USP.

IV. Review of Construction and Operating Performance Standards

o Review and compare proposed construction and operation


performance standards to international standards and standards set out
in national and local laws and regulations.

V. Preliminary Review for the Fatal Flaw in the Project Documents (draft
Concession Agreement/ Head of Terms), including

o Review and identify any gaps in the technical bankability aspects of the
draft Concession Agreement, including proposed performance/ output
indicators, responsibilities, and risk allocation between the private entity
and the Procuring Agency;
o Review the Project implementation plan, if or as available, especially
regarding its robustness, proposed construction completion period, and
segregation of Project milestones.

VI. Preliminary Review from Environmental & Social Aspects

o Preliminary review from an environmental and social perspective in


comparison to SEPA and IFI(s) Performance Standards on Social &
Environmental Sustainability and local laws, as applicable in this case
where the Project facilities construction with land selection responsibility
falls on the USP Developer.

VII. The Consultant will emphasize the following components while


preparing and submitting the Project's legal viability assessment
report to the Procuring Agency:

o What laws, rules, and regulations (thoroughly examining case laws and
statutes) will be involved in the Project implementation and draft laws,
rules, or regulations, if required, or otherwise any exemption required
by the Government?
Section V – Terms of Reference 71

o Which kind of district, provincial, and federal approvals are required to


establish the Project?
o Examine legal limitations associated with establishing the Project on
privately owned land under the proposed PPP or any other modality.
o Identify the risks/ challenges/ issues and their mitigation plan, if any,
associated with the Project’s transfer on termination to the Government
considering the USP Developer's proposed approach.

4.1.3 Technical Feasibility Study: This shall require the Consultant to conduct
the activities, which include but are not limited to the following:

I. Technical Due Diligence/ Feasibility

o Carry out surveys of the related infrastructure/ facilities/ equipment/


machinery for preparing the required interventions;
o Conduct the baseline survey for the year-to-year vehicle demand and
supply in relation to the Project;
o Reviewed the Project's IT infrastructure and its integration with the other
IT platforms used by the Government's relevant departments;
o Properly review and assess the technological equipment upgradation
and replacement costs during the Project’s lifecycle;
o Review all material/ documents, including drawings, maps, work plans,
completion status, or other departmental studies/ reports;
o Conduct field visits, along with the Procuring Agency's Technical
Committee (maximum up to five members/ officers nominated by the
Procuring Agency with travelling, boarding, lodging, and
accommodation facilities to be provided/ borne solely by the Bidder as
part of its Bid under this Assignment), to check and review the similar
nature of projects (vehicle inspection project) currently operational in
other sister provinces (Punjab and KPK);
o Conduct desk review of a similar nature of a minimum of five (5)
successfully executed projects in developed and developing countries
and incorporate the successful or key factors for incorporation, if
appropriate, in this Project;
o Prepare a preliminary design of the most suitable vehicle inspection
technology, keeping under consideration but not limited to following
factors such as demand and supply, suitability and socio-economic
conditions/requirements of the target serving areas;
o Prepare a report focusing on an effective communication strategy(ies)
for mass marketing towards the proposed Project's enforceability;
o Categorize the Project on the standard requirements of SEPA and the
relevant safeguards of International Financial Institutes (IFIs), if
applicable, and conduct the Project’s initial environmental assessment;
o Conduct impact assessment on greenhouse gases;
o Describe facilities in detail with the nature of installations and provisions
of such facilities as part of the plan;
o Prepare complete preliminary drawings, layout plans, and cost
estimates for facilities proposed to be constructed while focusing on
feasible and economical solutions with high-end modern options;
o Outline the benefits that may be gained from the use of new technology;
Section V – Terms of Reference 72

o Recommend the most favorable and suitable option for vehicle fitness
inspection test;
o Propose modular development so the required interventions may be
considered in terms of those that are considered essential. A
comparative evaluation of all facility development options, including the
'Do-Minimum scenario', where applicable, be carried out for each such
alternative, considering operational, engineering, and other factors;
o Prepare and submit a detailed technical viability report of the Project.
Technical viability assessment should comply with the technical
requirements as applicable under the regulatory standards and policy
directives for the respective sector and should cover the following:
- Project's design and output requirements, including major works and
structures for each option;
- Minimum performance standards and specifications;
- Cost estimate (for each development alternative that identifies all
major elements, including engineering, environmental mitigation,
service diversion, accommodation works, land, and resettlement);
- Operational & maintenance costs should be determined for each
element of the alternative technical solutions;
- Project lifecycle costs, including service requirements (scope and
minimum characteristics of verifiable preliminary output
specifications; requirements for an effective performance evaluation
system that will create adequate and effective incentives during the
life of the concession);
o Advise on requirements, as applicable, about the service handover to
the Procuring Agency at the end of the concession.

II. Financial Viability Assessment

o Viable Transaction Structure:


- Prepare viable transaction structures for implementation of the
Project;
- Identify possible Government support that may be required by the
developer, both financial and other;
- Explain the rationale and form of viability gap funding (if any);
- Based on the financial modelling, the Consultant shall determine the
appropriate tariff levels and structure for the Project in the feasibility
study. The tariff design should balance the following objectives and
factors against each other:
- Stipulated service standards and associated costs;
- Customers' willingness and ability to pay;
- Need for and availability of subsidies.

o Financial Model:
- Develop financial models of the Project covering projected revenues
and cost estimates of construction/ development (EPC), non-EPC,
interest during construction and operations & maintenance cost
estimates over the life of the Project;
- Must cover the entire term of the proposed concession agreement;
Section V – Terms of Reference 73

- Financial model must be properly constructed in a standard


spreadsheet program such as MS Excel;
• Inputs and assumptions may include:
• Inflation, discount rate, and tax rates;
• Construction data such as initial capital expenditures over the
period;
• Future capital expenditures, both maintenance and growth-
related;
• Residual value of capital assets at the end of the concession
period, constituting a revenue of the Project;
• Funding levels and types such as equity, loans, bonds and
subsidies or types of Islamic financing, if applicable;
• Financial data such as the terms of the various financing
instruments;
• Recurrent operating and maintenance costs;
• Recurring administrative costs;
• Operating revenues with the underlying data such as demand
forecasts and user charges;
- Sheets with cash flow statement, profit and loss account and balance
sheet of the Project company;
- Results and summary sheets demonstrating the impact of different
assumptions on the Project's cash flow. The results should be
presented in the form of the following financial indicators (at least):
• Project internal rate of return (IRR);
• Equity IRR;
• Debt service cover ratio, which shows the project company's
ability to repay debt;
• from its annual cash flow;
• Loan life cover ratio, which shows the project company's ability to
accommodate;
• an occasional shortfall of cash;
• Other applicable/ relevant ratios or indicators
- The Consultant should prepare a manual so that the model can be
used throughout the PPP process to continually assess the impact of
different pricing, financing, and service scenarios, update or confirm
decisions about Project structure; and
- The financial model should allow sensitivities and scenario analysis
based on various parameters.

III. Options Analysis

o PPP Options Analysis


- List all reasonable options available, including alternative to the PPP
model if found viable for the Project's implementation;
- Evaluate the advantages and disadvantages of each option, together
with its risks, benefits and potential impacts for each option;
- Assess which options are likely to attract private sector investment;
- Recommend the preferred option with its impact on the financial and
commercial viability, financial model and transaction structuring;
Section V – Terms of Reference 74

o Project Risks:
- Identify the project risks;
- Make an assessment of each risk;
- Allocation of each risk to the party that can best able to manage it;
- Develop risk matrix;
- Comment on project viability under PPP modality;

o Economic Analysis:
- Thorough analysis of the viability of the proposed Project, including
a complete economic analysis, identifying economic risks associated
with the Project and undertaking sensitivity and risk analysis;
- Value for Money analysis based on public sector comparator model;
- Comprehensive economic cost-benefit analysis,
- Identify contingent costs and risks;
- Economic IRR;
- Economic NPV;
- Sensitivity and scenario analysis with impact on payback and IRR.

o Demand-Supply Analysis
- Conduct demand and affordability analysis.

o Legal and Regulatory Assessment (in case of further additions only)


- The Consultant shall review laws, policies, rules and regulations
related to forests, environment, climate change, carbon regimes and
ascertain what laws, rules, and regulations will be involved in the
Project’s implementation;
- What kind of district, provincial, and federal approvals will be required
in the Project’s implementation;
- Prepare draft bills, rules and regulations or any amendments in
existing laws, rules, and regulations, if required for implementation of
the Project’s;
- Identify sector institutions and government entities relating to the
Project.

IV. Unsolicited Proposal Detailed Review42:

o Review of USP documentation


- Assist in reviewing and confirming that the USP documents (including
head of terms and risk allocation), developed by the USP Developer,
are an appropriate starting point for Project and generally conform to
the risk allocation contemplated in regional and global precedents.
Review to include a summary of technical issues which might impede
the implementation of the Project based on the USP documentation
or the bankability of the Project, along with proposed solutions;
- Recommend specific amendments and/ or adjustments to the USP
Developer Project documentation to be used for the Project. In case
the Project documentation does not conform to the bankable global
standards, then the Consultant will develop the head of terms and
42 The Bidder may carry out the USP detailed review at any stage or in parallel with other activities of Phase-1,
subject to the Project's USP legal viability assessment accepted by the Procuring Agency Technical Committee.
Section V – Terms of Reference 75

Project Agreements based on regional/ global precedents following


the applicable laws.

o Review and Coordinate the USP submission:


- Based on the USP preliminary evaluation, provide feedback to the
USP Developer for deal breaker/ red flag items;
- Based on transaction structure, risk allocation and other due
diligence parameters (as per the Project's scope of work), the
Consultant will develop a detailed response/ report ('USP Feedback
Report') for the USP Developer;
- Review the revised submission of the USP Developer based on the
USP Feedback Report (if submitted or applicable). Review to include
(but not limited to) deviation from expected bankable transaction
structure and requirements under the regulation for USP.

Note: Under Phase I, the Consultant shall be responsible for undertaking


all related surveys needed for the preparation of feasibility study reports. In
addition, the Consultant shall be responsible for preparing and delivering
presentations before the PPP Policy Board and/ or Technical & Financial
Evaluation Committee (TFEC) or any other forum for seeking approvals or
inputs as required during the Assignment.

4.2. Phase II – Bid Management: If the Procuring Agency decides to proceed with
Phase II, the Consultant shall be required to perform functions including, but not limited
to, the following:

4.2.1 Marketing and Bidding Document: The Consultant shall be required to:

I. Develop a marketing and communication strategy for the Project to


sensitize potential investors and other stakeholders;
II. Sensitize potential investors, operators and financiers for the Project and
seek their feedback for incorporation in the Project structures;
III. Seek investor interest/ feedback on the Project prior to the launch of official
solicitation;
IV. Arrange investor conferences/ road shows and visits to market the Project
(the Bidder at its level shall arrange at least one conference for the potential
investors and other stakeholders, as decided/ finalized by the Procuring
Agency, accommodating participation of a minimum of one hundred (100)
individuals. All the conference arrangements, including the conference
venue selection in Karachi – within a radius of five kilometres of Saddar
Karachi or as mutually agreed between the parties – refreshment, printing
material, etc. and financing relating to it shall be the responsibility of the
Bidder as part of its Bid under this Assignment);
V. Assist the Procuring Agency in establishing a data room which will include
all the relevant documents and information on the Project for investors' due
diligence;
VI. Provide input on marketing documents and support in marketing efforts;
VII. Devise quantitative and qualitative KPIs along with deduction mechanism;
VIII. Preparing bidding documents, including RFQ (if applicable or found
suitable) and RFP, concession agreement, Provincial Support Agreement
Section V – Terms of Reference 76

and direct agreement and any other agreements required for the Project in
compliance with the procurement laws, regulations, policy and international
best practice;
IX. Develop and finalize evaluation criteria and the terms of the bid documents;
X. Assist the Procuring Agency in preparing, population, hosting, and
managing an online data room to the preparation, population, hosting, and
management of an online data room to facilitate bidders' due diligence,
including drafting procedures governing the use of the data room.

4.2.2 Bidding Process: The Consultant shall be require to assist the Procuring
Agency:

I. Prepare annual procurement plan;


II. Prepare responses to the prospective bidders' queries;
III. Attend and respond to the prospective bidders' queries at pre-bid meetings
as and when scheduled by the Procuring Agency;
IV. Amend the bidding documents to reflect material issues raised by bidders
and accepted by the Procuring Agency and other stakeholders prior to the
deadline for bids submission the applicable laws, rules and regulations;
V. Assist the Procuring Agency and its TFEC during the bid evaluation
(including analysis of any amendments to the Project documents proposed
by bidders and the legal and financial proposals of qualified bidders) and
preparing the evaluation reports;
VI. Update cost estimates concerning the Project, taking into account the
impact of inflation and other factors (based on the rates prevailing 28 days
prior to the bids submission date) during the bid evaluation stage;
VII. Prepare and deliver presentations on bid evaluation outcomes to the TFEC
and other authorities (if needed) for necessary approvals;
VIII. Assist the Procuring Agency in the issuance of a letter of award/
acceptance to the preferred bidder against the Proposed Concessions;
IX. Advice on bid-related correspondence with bidders during the entire
bidding process relating to the Project.

4.3. Phase III – Transactions Negotiations & Financial Closure: This phase shall
include, but not be limited to, the following:

4.3.1 Transaction Negotiation & Financial Closure

I. Support in negotiations and finalization of the Project agreements between


the Procuring Agency, other stakeholders and the winning bidders/ SPVs;
II. Assist the Procuring Agency in the execution of Project agreements with
the winning bidders and ensure that all pre-conditions and requirements
set forth in bidding documents and applicable legislation are compiled by
the winning bidders/ SPV;
III. Coordinate with Procuring Agency in correspondence with various
stakeholders and managing various processes with other members
throughout the transaction and facilitate the post-bid process in the award
of the Project;
IV. Draft and negotiate further project agreements, including but not limited to
independent engineer agreements, independent auditor agreements,
Section V – Terms of Reference 77

project site license agreements, annuity agreements, shareholding


agreements, equity funding & utilization agreements, price escalation
agreements, concession direct agreement and escrow agreements;
V. Provide legal opinion to the Procuring Agency on any matter relating to the
Project during the Assignment's entire course of the Contract;
VI. Advise the Procuring Agency on an ongoing basis to ensure compliance
with applicable procurement and other laws, rules and regulations
throughout the bidding process and on any legal issues which may arise.

4.3.2 Financial Closure

I. Review and provide feedback on the draft financing term sheet and assess
compliance with the Concession Agreement and other procurement
parameters of the Project in the financing term sheet;
II. Review and finalize concession direct agreement;
III. Review and provide feedback on the fulfilment of CPs of the concession
agreement and those related to financial close;
IV. Assist the Government in achieving financial close;

NOTE: The Bidder shall be required to provide the Services to the


Procuring Agency for the Project's Proposed Concession. At any stage or
during any phase given above, the legal, technical, and financial
consultants being members of the Consortium, on request of the Procuring
Agency, shall be required to furnish legal, technical, and financial opinions
or assistance on any matter (including litigation)/ document/ agreement
with regards to the Project. The Consortium's internal coordination shall be
the Lead Member's sole responsibility.

5. ASSIGNMENT DELIVERABLES & PAYMENT SCHEDULE

The Consultant shall achieve the Assignment's milestones and deliverables in three
phases within a cumulative duration of fourteen (14) months, effective from the
Contract signing expected in the second week of May 2024. The first phase will begin
as soon as possible and will be completed within three (3) months following the
Agreement's signing. The Assignment's proposed implementation schedule with
indicative deliverables under all the phases is tabulated below:

Sr. # Deliverable Timelines Payment43


5.1 Phase I – Transaction Preparation (T1 = Effective from the Contract Signing Date)
5.1.1 Inception Report T1 + ½ Month 5%
5.1.2 USP Preliminary Review Report T1 + 1 Month 5%
5.1.3 Technical Due Diligence T1 + 2½ Months 40%
• Institutional & Legal Assessment Report (10% at
• Economic Financial Viability Assessment each
• PPP Option Analysis with Risk Matrix milestone)
• Market Viability Assessment
5.1.4 USP Detailed Review T1 + 3 Months 5%
5.1.5 Transaction Structure & Approval T1 + 3 Months 5%

43
Payment schedule is mentioned as a percentage (%) of the total Contract Price
Section V – Terms of Reference 78

5.2 Phase II – Bid Management (T2 = Effective from Transaction Structure & Approval)
5.2.1 Marketing and Submission of Bidding T2 + 1 Month 10%
Package
5.2.2 Submission of Bid Evaluation Reports T2 + 4 Months 5%
5.2.3 Issuance of Letters for Award of Contracts T2 + 5 Months 5%
5.3 Phase III – Transaction Negotiation(s) & Financial Closure(s) (T3 =
Effective from the Issuance of Letters for Award of Contracts)
5.3.1 Transaction negotiation and signing of T3 + 1 Month 10%
Concession(s)
5.3.2 Financial Closure(s) T3 + 6 Months 10%
Total Contract Duration 14 Months 100%

NOTE: In case the Project is found unviable or unfeasible, considering either USP or
standalone basis, during the legal viability assessment stage, as ascertained by the
Consultant or decided by the Procuring Agency, then the Procuring Agency in such a
case shall release the Consultant 15% (including 5% of the Inception Report and 5%
of the USP Preliminary Review Report) of the Contract Price by terminating the
Assignment's Contract. The Procuring Agency shall not offer any mobilization advance
to the Consultant. The Procuring Agency shall ensure the release of the payments to
the Bidder (in case of the Consortium, the Consortium respective member) within thirty
(30) Days following the payment schedule mentioned above subject to the satisfactory
completion of the respective milestones for the Project as verified and recommended
by the Procuring Agency's authorized representative(s).

6. ASSIGNMENT RFP INQUIRIES/ CLARIFICATION

Requests for clarification shall always be made in writing at least five (5) calendar days
prior to the date of opening of bids and must be addressed or sent via mail or fascimile
and e-mail (both) mentioned below:

Attention: Deputy Secretary, Transport & Mass Transit Department


Address: Room No. 350, 2nd Floor, Tughlaq House, Sindh Secretariat Building No. 2,
Kamal-Atta-Turk Road, Karachi.
Phone: +92 21 99211017
Email: [email protected]

7. RELEVANT INFROMATION

For more information relating to the Bidding Process, please keep visiting the
websites: https://transport.sindh.gov.pk/ and https://www.pppunitsindh.gov.pk/ .
Section VI – Conditions of Contract and Standard Forms 79

Section VI – Conditions of Contract and Standard Forms

General Conditions of Contract

Table of Contents
1. General Provisions…………………………………………………………………… 81
1.1. Definitions………………………………..…………………………………………… 81
1.2. Law Governing Contract…………………………………………………………….. 82
1.3. Language.…………………………………………………………………………….. 82
1.4. Notices………………………………………………………………………………… 82
1.5. Location………………………………………..……………………………………… 83
1.6. Availability of Member in Charge…………………………………………………… 83
1.7. Authorized Representatives…………………………………………………........... 83
1.8. Taxes and Duties……………………………….……………………...................... 83
1.9. Fraud and Corruption…………………………..……………………………………. 83

2. Commencement, Completion, Modification and Termination of Contract…. 84


2.1. Effectiveness of Contract………………………………………………………….… 84
2.2. Commencement of Services.............................................................................. 84
2.3. Expiration of Contract……………………………………………………………….. 84
2.4. Modifications or Variations………………………………………………………….. 84
2.5. Force Majeure……………………………………………………………………....... 85
2.6. Termination…………………………………………………………………………… 85

3. Obligations of the Consultant……………………………………………………… 87


3.1. Standard of Performance…………………………………………………………… 87
3.2. Conflict of Interests…………………………………………………………………... 87
3.3. Confidentiality………………………………………………………………………… 88
3.4. Insurance to be Taken Out by the Consultant ………………………………….... 88
3.5. Consultant's Action Requiring PAs Prior Approval………………………………. 88
3.6. Reporting Obligations……………………………………………………………….. 88
3.7. Documents Prepared by the Consultant to be the Property of the PA …………89
3.8. Accounting, Inspection and Auditing ……………………………………………… 89

4. Consultant's Personnel …………………………………………………………….. 89


4.1. Description of Personnel……………………………………………………………. 89
4.2. Removal and/ or Replacement of Personnel……………………………………... 89

5. Obligations of the Procuring Agency……………………………………………… 90


5.1. Assistance and Exemptions ………………………………………………………... 90
5.2. Change in the Applicable Law Related to Taxes and Duties…………………… 90
5.3. Services and Facilities……………………………………………………………..... 90

6. Payments to the Consultant ……………………………………………………….. 91


6.1. Performance Security ………………………………………………………………. 91
6.2. Lump-Sum Payment ………………………………………………………………… 91
6.3. Contract Price ……………………………………………………………………….. 91
Section VI – Conditions of Contract and Standard Forms 80

6.4. Payment for Additional Services……………………………………...................... 91


6.5. Terms and Conditions of Payment ………………………………………………… 91

7. Good Faith …………………………………………………………………………….. 91


7.1. Good Faith …………………………………………………………………………… 91

8. Settlement of Disputes ……………………………………………………………… 91


8.1. Amicable Settlement ………………………………………………………………... 91
8.2. Dispute Resolution ………………………………………………………………….. 92
Section VI – Conditions of Contract and Standard Forms 81

General Conditions of Contract

1. General Provisions

1.1. Definitions 1.1.1. Unless the context otherwise requires, the following
terms whenever used in this Contract have the
following meanings:

(a) 'Applicable Law' means the Sindh Public


Procurement Act, thereunder Rules 2010;

(b) 'Procuring Agency' means the implementing


department which signs the Contract;

(c) 'Consultant' means a professional who can


study, design, organize, evaluate and manage
projects or assess, evaluate and provide
specialist advice or give technical assistance for
making or drafting policies, institutional reforms
and includes private entities, consulting firms,
legal advisors, engineering firms, construction
managers, management firms, procurement
agents, inspection agents, auditors, international
and multinational organizations, investment and
merchant banks, universities, research
institutions, government agencies,
nongovernmental organizations, and individuals;

(d) 'Consortium' means Consultants comprised of a


group of two or more enterprises formed to submit
a Proposal;

(e) 'Contract' means the contract signed by the


Parties and all the attached documents listed in
its Clause 1, i.e., General Conditions (GC), the
Special Conditions (SC), and the Appendices;

(f) 'Contract Price' means the price to be paid for


the performance of Services, in accordance with
Clause 6;

(g) 'Effective Date' means the date on which this


Contract comes into force and effect pursuant to
Clause GC 2.1;

(h) 'Foreign Currency' means any currency other


than the currency of the PA's country;

(i) 'GC' means these General Conditions of


Contract;
Section VI – Conditions of Contract and Standard Forms 82

(j) 'Government' means the Government of Sindh;

(k) 'Local Currency' means Pak Rupees;

(l) 'Member' means any of the entities that make up


the joint venture/ Consortium/ association, and
“Members” means all these entities;

(m) 'Party' means the Procuring Agency or the


Consultant, as the case may be, and “Parties”
means both of them;

(n) 'Personnel' means persons hired by the


Consultant or by any Sub-Consultants and
assigned to the performance of the Services or
any part thereof;

(o) 'SC' means the Special Conditions of Contract by


which the GC may be amended or supplemented;

(p) 'Services' means the consulting services to be


performed by the Consultant pursuant to this
Contract, as described in the Terms of
References;

(q) 'Sub-Consultants' means any person or entity to


whom/ which the Consultant subcontracts any
part of the Services;

(r) 'In writing' means communicated in written form


with proof of receipt.

1.2. Law Governing 1.2.1. This Contract, its meaning and interpretation, and the
Contract relation between the Parties shall be governed by the
applicable law.

1.3. Language 1.3.1. This Contract is executed in the language specified in


the SC, which shall be the binding and controlling
language for all matters relating to meaning or
interpretation of this Contract.

1.4. Notices 1.4.1. Any notice, request or consent required or permitted to


be given or made pursuant to this Contract shall be in
writing. Any such notice, request or consent shall be
deemed to have been given or made when delivered
in person to an authorized representative of the Party
to whom the communication is addressed, or when
sent to such Party at the address specified in the SC.
Section VI – Conditions of Contract and Standard Forms 83

1.4.2. A Party may change its address for notice hereunder


by giving the other Party notice in writing of such
change to the address specified in the SC.

1.5. Location 1.5.1. The Services shall be performed at such locations as


are specified in special condition of contract and, where
the location of a particular task is not so specified, at
such locations, whether in the Government's country or
elsewhere, as the Procuring Agency may approve.

1.6. Authority of 1.6.1. In case the Consultant consists of a joint venture/


Member in Charge Consortium/ association of more than one individual
firms, the Members hereby authorize the individual
firms or specified in the SC to act on their behalf in
exercising all the Consultant's rights and obligations
towards the Procuring Agency under this Contract,
including without limitation the receiving of instructions
and payments from the PA.

1.7. Authorized 1.7.1. Any action required or permitted to be taken, and any
Representatives document required or permitted to be executed under
this Contract by the Procuring Agency or the
Consultant may be taken or executed by the officials
specified in the SC.

1.8. Taxes and Duties 1.8.1. The Consultant, Sub-Consultants, and their Personnel
shall pay such direct or indirect taxes, duties, fees, and
other impositions levied under the Applicable Law as
specified in the SC, the amount of which is deemed to
have been included in the Contract Price.

1.9. Fraud and 1.9.1. If the Procuring Agency determines that the Consultant
Corruption and/or its Personnel, sub-contractors, sub-
Consultants, services providers and suppliers has
engaged in corrupt, fraudulent, collusive, coercive, or
obstructive practices, in competing for or in executing
the Contract, then the Procuring Agency may, after
giving 14 days' notice to the Consultant, terminate the
Consultant's employment under the Contract, and may
resort to other remedies including blacklisting/
disqualification as provided in the SPP Rules.

Any personnel of the Consultant, who engages in


corrupt, fraudulent, collusive, coercive, or obstructive
practice during the execution of the Contract, shall be
removed in accordance with Sub-Clause 4.2.

1.9.2. Integrity Pact – If the Consultant or any of his Sub-


Consultants, agents or servants is found to have
violated or involved in violation of the Integrity Pact
Section VI – Conditions of Contract and Standard Forms 84

signed by the Consultant as Appendix-A to this Form


of Contract, then the Client shall be entitled to:

(a) recover from the Consultant an amount


equivalent to ten times the sum of any
commission, gratification, bribe, finder's fee or
kickback given by the Consultant or any of his
Sub-Consultant, agents or servants;

(b) terminate the Contract; and

(c) recover from the Consultant any loss or


damage to the Client as a result of such
termination or of any other corrupt business
practices of the Consultant or any of his Sub-
Consultant, agents or servants.

On termination of the Contract under Sub-Para (b) of


this Sub-Clause, the Consultant shall proceed in
accordance with Sub-Clause 1.9 A. Payment upon
such termination shall be made under Sub-Clause
1.9 A after having deducted the amounts due to the
Client under 19 B Sub-Para (a) and (c).

2. Commencement, Completion, Modification and Termination of


Contract

1.1. Effectiveness of 2.1.1. This Contract shall come into effect on the date the
Contract Contract is signed by either Parties or such other later
date as may be stated in the SC. The date the Contract
comes into effect is defined as the Effective Date.

2.2. Commencement 2.2.1. The Consultant shall begin carrying out the Services
of Services not later than number of days after the Effective Date
specified in the SC.

2.3. Expiration of 2.3.1. Unless terminated earlier pursuant to Clause GC 2.6


Contract hereof, this Contract shall expire at the end of such
time period after the Effective Date as specified in the
SC.

2.4. Modifications or 2.4.1. Any modification or variation of the terms and


Variations conditions of this Contract, including any modification
or variation of the scope of the Services, may only be
made by written agreement between Parties.
However, each Party shall give due consideration to
any proposals for modification or variation made by the
other Party.
Section VI – Conditions of Contract and Standard Forms 85

2.5. Force Majeure 2.5.1. The failure on the part of the parties to perform their
obligation under the contract will not be considered a
default if such failure is the result of natural calamities,
disasters and circumstances beyond the control of the
parties.

2.5.2. No Breach of Contract: The failure of a Party to fulfill


any of its obligations under the contract shall not be
considered to be a breach of, or default under, this
Contract insofar as such inability arises from an event
of Force Majeure, provided that the Party affected by
such an event (a) has taken all reasonable
precautions, due care and reasonable alternative
measures in order to carry out the terms and conditions
of this Contract, and (b) has informed the other Party
as soon as possible about the occurrence of such an
event.

2.5.3. Extension of Time: Any period within which a Party


shall, pursuant to this Contract, complete any action or
task, shall be extended for a period equal to the time
during which such Party was unable to perform such
action as a result of Force Majeure.

2.5.4. Payments: During the period of their inability to


perform the Services as a result of an event of Force
Majeure, the Consultant shall be entitled to continue to
be paid under the terms of this Contract, as well as to
be reimbursed for additional costs reasonably and
necessarily incurred by them during such period for the
purposes of the Services and in reactivating the
Service after the end of such period.

2.6. Termination 2.6.1. By the Procuring Agency: The Procuring Agency


may terminate this Contract in case of the occurrence
of any of the events specified in paragraphs (a) through
(f) of this Clause GC 2.6.1. In such an occurrence the
Procuring Agency shall give a not less than thirty (30)
days' written notice of termination to the Consultant,
and sixty (60) days' in the case of the event referred to
in (e).

(a) If the Consultant does not remedy the failure in


the performance of their obligations under the
Contract, within thirty (30) days after being
notified or within any further period as the
Procuring Agency may have subsequently
approved in writing;
Section VI – Conditions of Contract and Standard Forms 86

(b) If the Consultant becomes insolvent or


bankrupt;

(c) If the Consultant, in the judgment of the


Procuring Agency has engaged in corrupt or
fraudulent practices in competing for or in
executing the Contract;

(d) If, as the result of Force Majeure, the


Consultant(s) are unable to perform a material
portion of the Services for a period of not less
than sixty (60) days;

(e) If the PA, in its sole discretion and for any


reason whatsoever, decides to terminate this
Contract;

(f) If the Consultant fails to comply with any final


decision reached as a result of arbitration
proceedings pursuant to Clause GC 8 hereof.

2.6.2. By the Consultant: The Consultants may terminate


this Contract, by not less than thirty (30) days' written
notice to PA, such notice to be given after occurrence
of any of the events specified in paragraphs (a) through
(c) of this Clause GC 2.6.2:

(a) If the Procuring Agency fails to pay any money


due to the Consultant pursuant to this Contract
without Consultants fault;

(b) Pursuant to Clause GC 7 hereof within forty-five


(45) days after receiving written notice from the
Consultant that such payment is overdue;

(c) If, as the result of Force Majeure, the Consultant


is unable to perform a material portion of the
Services for a period of not less than sixty (60)
days;

(d) If the Procuring Agency fails to comply with any


final decision reached as result of arbitration
pursuant to Clause GC 8 hereof.

2.6.3. Payment Upon Termination: Upon termination of this


Contract pursuant to Clauses GC 2.6.1 or GC 2.6.2,
the Procuring Agency shall make the following
payments to the Consultant:
Section VI – Conditions of Contract and Standard Forms 87

(a) payment pursuant to Clause GC 6 for Services


satisfactorily performed prior to the effective
date of termination;

(b) except in the case of termination pursuant to


paragraphs (a) through (c), and (f) of Clause GC
2.6.1, reimbursement of any reasonable cost
incident to the prompt and orderly termination of
the Contract, including the cost of the return
travel of the Personnel and their eligible
dependents.

3. Obligations of the Consultant

3.1. General 3.1.1. Standard of Performance: The Consultant shall


perform the Services and carry out their obligations
hereunder with all due diligence, efficiency and
economy, in accordance with generally accepted
professional standards and practices, and shall
observe sound management practices, and employ
appropriate technology and safe and effective
equipment, machinery, materials and methods. The
Consultant shall always act, in respect of any matter
relating to this Contract or to the Services, as faithful
advisers to the PA, and shall at all times support and
safeguard the PA’s legitimate interests in any
dealings with Sub-Consultants or third Parties.

3.2. Conflict of 3.2.1. The Consultant shall hold the PA's interests
Interests paramount without any consideration for future work
and strictly avoid conflict with other Assignments or
their own corporate interests.

3.2.2. Consultants not to Benefit from Commissions,


Discounts, etc.: The payment of the Consultant
pursuant to Clause GC 6 shall constitute the
Consultant's only payment in connection with this
Contract or the Services, and the Consultant shall not
accept for their own benefit any trade commission,
discount, or similar payment in connection with
activities pursuant to this Contract or to the Services or
in the discharge of their obligations under the Contract,
and the Consultant shall use their best efforts to
ensure that the Personnel, any Sub-Consultants, and
agents of either of them similarly shall not receive any
such additional payment.

3.2.3. Consultant and Affiliates not to be Otherwise


Interested in Project: The Consultant agrees that,
during the term of this Contract and after its
Section VI – Conditions of Contract and Standard Forms 88

termination, the Consultant and any entity affiliated


with the Consultant, as well as any Sub-Consultants
and any entity affiliated with such Sub-Consultants,
shall be disqualified from providing goods, works or
services (other than consulting services) resulting from
or directly related to the Consultant's Services for the
preparation or implementation of the project.

3.2.4. Prohibition of Conflicting Activities: The Consultant


shall not engage, and shall cause their Personnel as
well as their Sub-Consultants and their Personnel not
to engage, either directly or indirectly, in any business
or professional activities which would conflict with
activities assigned to them under Contract.

3.3. Confidentiality 3.3.1. Except with the prior written consent of the PA, the
Consultant and the Personnel shall not at any time
communicate to any person or entity any confidential
information acquired in the course of the Services, nor
shall the Consultant and the Personnel make public
the recommendations formulated in the course of, or
as a result of, the Services.

3.4. Insurance to be 3.4.1. The Consultant (a) shall take out and maintain, and
Taken Out by the shall cause any Sub-Consultants to take out and
Consultant maintain, at their (or the Sub-Consultants', as the case
may be) own cost but on terms and conditions
approved by the PA, insurance against the risks, and
for the coverage, as shall be specified in the SC; and
(b) at the PA’s request, shall provide evidence to the
Procuring Agency showing that such insurance has
been taken out and maintained and that the current
premiums have been paid.

3.5. Consultant’s 3.5.1. The Consultant shall obtain the Procuring Agency's
Actions Requiring prior approval in writing before taking any of the
PA’s Prior following actions:
Approval
(a) entering into a subcontract for the performance
of any part of the Services;

(b) appointing such members of the Personnel not


listed by name in Appendix C; and

(c) any other action that may be specified in the


SC.

3.6. Reporting 3.6.1. The Consultant shall submit to the Procuring Agency
Obligations the reports and documents specified in (Procuring
Agency may insert appendix) hereto, in the form, in
Section VI – Conditions of Contract and Standard Forms 89

the numbers and within the time periods set forth in


the said Appendix.

3.6.2. Final reports shall be delivered in CD ROM in addition


to the hard copies specified in said Appendix.

3.7. Documents 3.7.1. All plans, drawings, specifications, designs, reports,


Prepared by the other documents and software submitted by the
Consultant to be Consultant under this Contract shall become and
the Property of remain the property of the PA, and the Consultant
the Procuring shall, not later than upon termination or expiration of
Agency this Contract, deliver all such documents to the PA,
together with a detailed inventory thereof.

3.7.2. The Consultant may retain a copy of such documents


and software. Restrictions about the future use of
these documents, if any, shall be specified in the SC.

3.8. Accounting, 3.8.1. The Consultant shall keep, and shall cause its Sub-
Inspection and Consultants to keep, accurate and systematic
Auditing accounts and records in respect of the Contract, in
accordance with internationally accepted accounting
principles and in such form and detail as will clearly
identify relevant time changes and costs.

3.8.2. The Consultant shall permit, and shall cause its Sub-
Consultants to permit, the Procuring Agency and/or
persons appointed by the Procuring Agency to inspect
its accounts and records relating to the performance of
the Contract and the submission of the Proposal to
provide the Services, and to have such accounts and
records audited by auditors appointed by the
Procuring Agency if requested by the PA. The
Consultant's attention is drawn to Clause 1.9.1 which
provides, inter alia, that acts intended to materially
impede the exercise of the PA's inspection and audit
rights provided for under Clause 3.8 constitute a
prohibited practice subject to contract termination (as
well as to a determination of ineligibility pursuant to the
PA's prevailing sanctions procedures).

4. Consultant Personnel

4.1. Description of 4.1.1. The Consultant shall employ and provide such
Personnel qualified and experienced Personnel and Sub-
Consultants as are required to carry out the Services.
The titles, agreed job descriptions, minimum
qualifications, and estimated periods of engagement in
the carrying out of the Services of the Consultant's Key
Personnel are described in Appendix C. The Key
Section VI – Conditions of Contract and Standard Forms 90

Personnel and Sub-Consultants listed by title as well


as by name in Appendix C are hereby approved by the
PA.

4.2. Removal and/or 4.2.1. Except as the Procuring Agency may otherwise
Replacement of agree, no changes shall be made in the Key
Personnel Personnel. If, for any reason beyond the reasonable
control of the Consultant, such as retirement, death,
medical incapacity, among others, it becomes
necessary to replace any of the Key Personnel, the
Consultant shall provide as a replacement a person of
equivalent or better qualifications.

4.2.2. If the Procuring Agency finds that any of the Personnel


have (i) committed serious misconduct or have been
charged with having committed a criminal action, or (ii)
have reasonable cause to be dissatisfied with the
performance of any of the Personnel, then Consultant
shall, at the PA's written request specifying the
grounds thereof, provide as a replacement a person
with qualifications and experience acceptable to the
PA.

4.2.3. The Consultant shall have no claim for additional costs


arising out of or incidental to any removal and/or
replacement of Personnel.

5. Obligations of the PA
5.1. Assistance and 5.1.1. The Procuring Agency shall use its best efforts to
Exemptions ensure that the Government shall provide the
Consultant such assistance and exemptions as
specified in the SC.

5.2. Change in the 5.2.1. If, after the date of this Contract, there is any change
Applicable Law in the Applicable Law with respect to taxes and duties
Related to Taxes which increases or decreases the cost incurred by the
and Duties Consultant in performing the Services, then the
remuneration and reimbursable expenses otherwise
payable to the Consultant under this Contract shall be
increased or decreased accordingly by agreement
between the Parties, and corresponding adjustments
shall be made to the amounts referred to in Clauses
GC 6.2 (a) or (b), as the case may be.

5.3. Services and 5.3.1. The Procuring Agency shall make available free of
Facilities charge to the Consultant the Services and Facilities
listed under the Bid Data Sheet.
Section VI – Conditions of Contract and Standard Forms 91

6. Payments to the Consultant

6.1. Security 6.1.1. The Consultant has to submit the performance security
at the rate mention in SC.

6.2. Lump-Sum 6.2.1. The total payment due to the Consultant shall not
Contract exceed the Contract Price which is an all-inclusive
fixed lump-sum covering all costs required to carry out
the Services described in Appendix A. Except as
provided in Clause 5.2, the Contract Price may only be
increased above the amounts stated in Clause 6.2 if
the Parties have agreed to additional payments in
accordance with Clause 2.4.

6.3. Contract Price 6.3.1. The price payable in Pak Rupees/ foreign currency is
set forth in the SC.

6.4. Payment for 6.4.1. For purpose of determining remuneration due for
Additional additional services as may be agreed under Clause
Services 2.4, a breakdown of the lump sum price is provided in
Appendices D and E.

6.5. Terms and 6.5.1. Payments will be made to the account of the
Conditions of Consultant and according to the payment schedule
Payment stated in the SC. Unless otherwise stated in the SC,
the first payment shall be made against the provision
by the Consultant of an advance payment guarantee
for the same amount, and shall be valid for the period
stated in the SC. Such guarantee shall be in the form
set forth in Appendix G hereto, or in such other form,
as the Procuring Agency shall have approved in
writing. Any other payment shall be made after the
conditions listed in the SC for such payment have been
met, and the Consultant has submitted an invoice to
the Procuring Agency specifying the amount due.

7. Good Faith
7.1. Good Faith 7.1.1. The Parties undertake to act in good faith with respect
to each other's rights under this Contract and to adopt
all reasonable measures to ensure realization of
objectives of this Contract.

8. Settlement of Disputes

8.1. Amicable 8.1.1. The Parties agree that the avoidance or early
Settlement resolution of disputes is crucial for a smooth execution
of the Contract and the success of the Assignment.
The Parties shall use their best efforts to settle
Section VI – Conditions of Contract and Standard Forms 92

amicably all disputes arising out of or in connection


with this Contract or its interpretation.

8.2. Dispute 8.2.1. Any dispute between the Parties as to matters arising
Resolution pursuant to this Contract that cannot be settled
amicably within thirty (30) days after receipt by one
Party of the other Party's request for such amicable
settlement may be submitted by either Party for
settlement in accordance with provisions specified in
SC.
Section VI – Conditions of Contract and Standard Forms 93

Special Conditions of Contract


The following Special Conditions of Contract (SCC) shall supplement and/ or amend
the General Conditions of Contract (GCC). Whenever there is a conflict, the
provisions herein shall prevail over those in the GCC.

GCC Clause Amendments of, and Supplements to, Clauses in the General
Conditions of Contract
GCC 1.1.1(a) The Applicable Procurement Law is: Sindh Public Procurement
Act and Sindh Public Procurement Rules (as prevails at the RFP
advertisement time)

GCC 1.1.1(b) The Procuring Agency's Name is: Transport & Mass Transit
Department

GCC 1.2.1. The Contract shall be construed in accordance with the law
of: Islamic Republic of Pakistan.

GCC 1.3.1. The Language is: English

GCC 1.4.1. The addresses are:

Procuring Agency:

Attention: ____________________________________________
Address: ___________________________________________
City: ___________________________________________
Phone No: ___________________________________________
E-mail: ___________________________________________

Consultant:

Attention: ____________________________________________
Address: ___________________________________________
City: ___________________________________________
Phone No: ___________________________________________
E-mail: ___________________________________________

GCC 1.5.1. The services shall be performed at: Karachi and the Project's
locations as further specified in the TOR.

GCC 1.6.1. {The Member in Charge is [insert name of member]}


Note: If the Consultant consists of a joint venture/ Consortium/
association of more than one entity, the name of the entity whose
address is specified in Clause SC 1.6 should be inserted here. If
the Consultant consists only of one entity, this Clause SC 1.6
should be deleted from the SC.
Section VI – Conditions of Contract and Standard Forms 94

GCC 1.7.1. The Authorized Representatives are:

For the PA: ____________________________________

For the Consultant: _____________________________________

GCC 1.8.1. All the taxes and duties including income, service, stamp duty, and
those as applicable on the offered services under this Contract shall
be borne by the Consultant. The applicable taxes shall be deemed
as part of the Consultant's total quoted bid.

GCC 2.1.1. The date for effectiveness of contract shall start with effect from the
date of agreement signing by both the Parties.

GCC 2.1.2. The Consultant shall commence contractual services within ten
(10) days or immediately after signing of agreement. Confirmation
of the Professional Staff/ Key Experts' availability to start the
Assignment shall be submitted to the Procuring Agency in writing
(also along with the Proposal) as a written statement signed by
each Expert.

GCC 2.3.1. The Contract shall remain effective for fourteen (14) months;
however, this stipulated period may be extended at no-cost or
without any change in the Contract Price in case of a reasonable
delay, acceptable to the Procuring Agency, in the Project's
execution subject to the terms and conditions laid down in the RFP.

GCC 2.4.1. Any modification or variation of terms and conditions of this Contract,
including any modification or variation of the scope of Services
(except the Proposed Concessions), if required, will be made through
an addendum to agreement with mutual consent of both the parties.

GCC 3.6.1. Reporting obligations include but is not limited to the following (refer
to the TOR's and GCC 6.5.1. for further details):
 Inception Report
 USP Preliminary Review Report
 Technical Feasibility Report
 Economic Financial Viability Assessment
 PPP Option Analysis with Risk Matrix
 Market Viability Assessment
 USP Detailed Review Report
 Institutional & Regulatory Assessment Report
 PPP Options, Risk Matrix & Value for Money Analysis Report
 Project Preparation & Approval
 Bid documents package, including concession agreements; and
 Any other report as part or falling within the Assignment's scope.
Section VI – Conditions of Contract and Standard Forms 95

GCC 6.1.1. Successful Consultant, upon fourteen (14) days of issuance of the
Letter of Award, shall require submitting performance security
equivalent to 5% of the Contract Price in shape of Bank
Guarantee issued by a scheduled bank in Pakistan in favor of
'Secretary, Transport & Mass Transit Department'. Discharge of
the security shall take place within twenty-eight (28) days following
satisfactory completion of the PA's performance obligations.

GCC 6.3.1. The Procuring Agency shall release the payments to the successful
Bidder (in case of a Consortium, respective members including a
National Company or a foreign firm) in Pak Rupees only.

GCC 6.5.1. The payments shall be made according to deliverables and schedule
as specified under Section V – Terms of Reference of RFP
Document.

GCC 8.2.1. Disputes shall be settled in accordance with the Arbitration Act,
1940.
Section VI – Conditions of Contract and Standard Forms 96

Contract
THIS CONTRACT (“Contract”) is entered into this [insert starting date of Assignment],
by and between [insert PA‟s name] (“PA”) having its principal place of business at [insert
PA's address], and [insert Consultant's name] (“Consultant”) having its principal office
located at [insert Consultant's address].

WHEREAS, the Procuring Agency wishes to have the Consultant performing the
services hereinafter referred to, and

WHEREAS, the Consultant is willing to perform these services,

NOW THEREFORE THE PARTIES hereby agree as follows:

1. Services 1.1 The Consultant shall perform the services specified in


Section V – Terms of Reference and Scope of Services,”
which is made an integral part of this Contract (the
'Services').

1.2 The Consultant shall provide the reports listed in Annex


B, 'Consultant's Reporting Obligations,” within the time
periods listed in such Annex, and the personnel listed in
Annex C, “Cost Estimate of Services, List of Personnel
and Schedule of Rates” to perform the Services.

2. Term 2.1 The Consultant shall perform the Services during the
period commencing [insert start date] and continuing
through [insert completion date] or any other period as
may be subsequently agreed by the parties in writing.

3. Payment 3.1 Ceiling: For Services rendered pursuant to Section V,


the Procuring Agency shall pay the Consultant an
amount not to exceed [insert amount]. This amount has
been established based on the understanding that it
includes all of the Consultant's costs and profits as well
as any tax obligation that may be imposed on the
Consultant.

3.2 Payment Conditions: Payment shall be made in Pak


Rupees (PKR), no later than thirty (30) days following
submission by the Consultant of invoices in duplicate to
the Coordinator designated in paragraph 5.

4. Economic Price 4.1 Not applicable


Adjustment

5. Project 5.1 Coordinator: The Procuring Agency designates Mr./Ms.


Administration [insert name] as PA's Coordinator; the Coordinator shall

DRAFT CONTRACT be responsible for the coordination of activities under the


Contract, for receiving and approving invoices for
Section VI – Conditions of Contract and Standard Forms 97

payment, and for acceptance of the deliverables by the


PA.

5.2 Timesheets: During the course of their work under this


Contract the Consultant's employees providing services
under this Contract may be required to complete
timesheets or any other document used to identify time
spent, as instructed by the Coordinator.

5.3 Records and Accounts: The Consultant shall keep


accurate and systematic records and accounts in
respect of the Services, which will clearly identify all
charges and expenses. The Procuring Agency reserves
the right to audit, or to nominate a reputable accounting
firm to audit, the Consultant's records relating to
amounts claimed under this Contract during its term and
any extension, and for a period of three months
thereafter.

6. Performance 6.1 The Consultant undertakes to perform the Services with


Standards the highest standards of professional and ethical
competence and integrity. The Consultant shall promptly
replace any employees assigned under this Contract
that the Procuring Agency considers unsatisfactory.

7. Confidentiality 7.1 The Consultants shall not, during the term of this
Contract and within two years after its expiration,
disclose any proprietary or confidential information
relating to the Services, this Contract or the Procuring
Agency's business or operations without the prior written
consent of the PA.

8. Ownership of 8.1 Any studies, reports or other material, graphic, software


Material or otherwise, prepared by the Consultant for the
Procuring Agency under the Contract shall belong to and
remain the property of the PA. The Consultant may
retain a copy of such documents and software.

9. Consultant Not to 9.1 The Consultant agrees that, during the term of this
be Engaged in Contract and after its termination, the Consultants and
Certain Activities any entity affiliated with the Consultant, shall be
disqualified from providing goods, works or services
(other than the Services or any continuation thereof) for
any project resulting from or closely related to the
Services.

10. Insurance 10.1 The Consultant will be responsible for taking out any
appropriate insurance coverage for their personnel and
equipment.
Section VI – Conditions of Contract and Standard Forms 98

11. Assignment 11.1 The Consultant shall not assign this Contract or
Subcontract any portion thereof it without the PA's prior
written consent.

12. Law Governing 12.1 The Contract shall be governed by the laws of Islamic
Contract and Republic of Pakistan, or the Provincial Government and
Language the language of the Contract shall be English.

13. Dispute 13.1 Any dispute arising out of this Contract, which cannot be
Resolution amicably settled between the parties, shall be referred to
adjudication/arbitration in accordance with the
Arbitration Act of 1940.

FOR THE PROCURING AGENCY FOR THE CONSULTANT

Signed by ____________________ Signed by ______________________

Title _________________________ Title ___________________________


Appendices 99

Appendices

Standard Forms
[Note: Standard Forms provided in this RFP Document for securities are to be issued
by an eligible bank mentioned in the Data Sheet. In case, a Bidder chooses to submit
bid or performance security using Bank Guarantee, the relevant format shall be
tailored accordingly without changing the spirit of the Forms of securities].
Appendices 100

Form of Bid Security

(Bank Guarantee)
Guarantee No. _________________
Executed on ___________________

(Letter by the Guarantor to the Procuring Agency)

Name of Guarantor (Scheduled Bank in Pakistan) with address: _________________


Name of Principal (Bidder) with address: ___________________________________
Sum of Security (express in words and figures): ______________________________
______________________________
RFP/ Bid Reference No.: _______________________________________________
RFP/ Bid Date: _______________________________________________________

KNOW ALL MEN BY THESE PRESENTS, that in pursuance of the terms of the RFP/
Bid and at the request of the said Principal, we the Guarantor above-named are held
and firmly bound unto the __________________________________, (hereinafter
called the 'Procuring Agency') in the sum stated above, for the payment of which
sum well and truly to be made, 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
submitted the accompanying RFP/ Bid numbered and dated as above for
________________________________________ (Particulars of Bid) to the said
Procuring Agency; and

WHEREAS, the Procuring Agency has required as a condition for considering the said
Bid that the Principal furnishes a bid security in the above said sum to the Procuring
Agency, conditioned as under:

(1) that the bid security shall remain valid for a period of twenty eight (28) days
beyond the period of validity of the bid;

(2) that in the event of;

(a) the Principal withdraws his Bid during the period of validity of Bid, or
(b) the Principal does not accept the correction of his Bid Price, or
(c) failure of the successful bidder to
(i) furnish the required performance security, in accordance with Sub-
Clause ITC-24.2 of Instructions to Consultants, or
(ii) sign the proposed Contract Agreement, in accordance with Sub-Clauses
ITC-9.1 & 9.2 of Instructions to Consultants,
the entire sum be paid immediately to the said Procuring Agency for delayed
completion and not as penalty for the successful Bidder's failure to perform.

NOW THEREFORE, if the successful bidder shall, within the period specified
therefore, on the prescribed form presented to him for signature enter into a formal
Contract Agreement with the said Procuring Agency in accordance with his Bid as
Appendices 101

accepted and furnish within fourteen (14) days of receipt of Letter of Acceptance, a
performance security with good and sufficient surety, as may be required, upon the
form prescribed by the said Procuring Agency for the faithful performance and proper
fulfillment of the said Contract or in the event of non-withdrawal of the said Bid within
the time specified then this obligation shall be void and of no effect, but otherwise to
remain in full force and effect.

PROVIDED THAT the Guarantor shall forthwith pay to the Procuring Agency the said
sum stated above upon first written demand of the Procuring Agency without cavil or
argument and without requiring the Procuring Agency to prove or to show grounds or
reasons for such demand, notice of which shall be sent by the Procuring Agency by
registered post duly addressed to the Guarantor at its address given above.

PROVIDED ALSO THAT the Procuring Agency shall be the sole and final judge for
deciding whether the Principal has duly performed his obligations to sign the Contract
Agreement and to furnish the requisite performance security within the time stated
above, or has defaulted in fulfilling said requirements and the Guarantor shall pay
without objection the sum stated above upon first written demand from the Procuring
Agency forthwith and without any reference to the Principal or any other person.

IN WITNESS WHEREOF, the above bounded Guarantor has executed the instrument
under its seal on the date indicated above, the name and 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. Signature ________________________

1. ________________________ 2. Name ________________________

________________________ 3. Title ________________________


Corporate Secretary (Seal)

2. ________________________

________________________
(Name, Title & Address) Corporate Guarantor (Seal)
Appendices 102

Form of Performance Security

(Bank Guarantee)

Guarantee No. _________________


Executed on ___________________
Expiry Date ____________________

(Letter by the Guarantor to the Procuring Agency)

Name of Guarantor (Scheduled Bank in Pakistan) with address: _________________


Name of Principal (Consultant) with address: ________________________________
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 RFP
Document 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 Procuring Agency) in the penal sum of the amount stated above,
for the payment of which sum well and truly to be made to the said Procuring Agency,
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 Procuring Agency's above said Letter of Acceptance for ________
__________________________________ (Name of Contract) for the
________________ _______________________________ (Name of Assignment).

NOW THEREFORE, if the Principal (Consultant) 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 Procuring Agency, 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 the
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 defenses under the Contract, do hereby irrevocably and independently
guarantee to pay to the Procuring Agency without delay upon the Procuring Agency's
first written demand without cavil or arguments and without requiring the Procuring
Agency to prove or to show grounds or reasons for such demand any sum or sums up
Appendices 103

to the amount stated above, against the Procuring Agency's written declaration that
the Principal has refused or failed to perform the obligations under the Contract, for
which payment will be effected by the Guarantor to Procuring Agency‘s designated
Bank & Account Number.

PROVIDED ALSO THAT the Procuring Agency shall be the sole and final judge for
deciding whether the Principal (Consultant) 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 Procuring Agency forthwith and without any reference to the
Principal or any other person.

IN WITNESS WHEREOF, the above bounded 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. Signature ________________________

1. ___________________________ 2. Name ________________________

___________________________ 3. Title ________________________


Corporate Secretary (Seal)

2. ___________________________

___________________________
(Name, Title & Address) Corporate Guarantor (Seal)
Appendices 104

Appendix A – Integrity Pact

Declaration of Fees, Commission and Brokerage etc. Payable by the


Consultant
Contract No. __________________ Dated _________
Contract Value: __________________
Contract Title: __________________

………………………………… [name of Consultant] hereby declares that it has not


obtained or induced the procurement of any contract, right, interest, privilege or other
obligation or benefit from Government of Sindh (GoS) or any administrative
subdivision or agency thereof or any other entity owned or controlled by GoS through
any corrupt business practice.

Without limiting the generality of the foregoing, [name of Consultant] represents and
warrants that it has fully declared the brokerage, commission, fees etc. paid or payable
to anyone and not given or agreed to give and shall not give or agree to give to anyone
within or outside 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 object of
obtaining or inducing procurement of contract, right, interest, privilege or other
obligation or benefit in whatsoever form from GoS, except that which has been
expressly declared pursuant hereto.

[name of Consultant] certifies that it has made and will make full disclosure of all
agreements and arrangements with all persons in respect of or related to the
transaction with GoS and has not taken any action or will not take any action to
circumvent above declaration, representation or warranty.

[name of Consultant] accepts full responsibility and strict liability for making any false
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
any contract, right, interest, privilege or other obligation or benefit obtained as
aforesaid shall, without prejudice to any other rights and remedies available to GoS
under any law, contract or other instrument, be voidable at option of GoS.

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

Name of the Procuring Agency: ___________ Name of the Consultant: __________


Signature: ____________________________ Signature: _____________________
[Seal] [Seal]
Appendices 105

Appendix B – Affidavit (non-blacklisting)

[On stamp paper of PKR 200]

[Location, Date]

To: [Name and address of PA]

Re: Feasibility study and transaction advisory services for the development
of motor vehicles fitness inspection project in Sindh under public-private
partnership mode.

Dear Sir:

Pursuant to the Request for Proposal Document dated [insert the date] in
respect of the Project, [Insert Name of the Attorney] hereby represents and warrants
that, as of the date of this letter, [Insert Name of Bidder/ Member of Consortium]:

(a) is not in bankruptcy or liquidation proceedings;

(b) has not been convicted of, fraud, corruption, collusion, or money laundering
during the last five (5) years;

(c) is not aware of any Conflict of Interest or potential Conflict of Interest arising
from prior or existing contracts or relationships which could materially affect
its capability to comply with the obligations under the Consultancy Contract;
and

(d) is not blacklisted by any Federal or Provincial governmental or non-


governmental department/ agency in Pakistan, or any other provincial
government/ governments of any foreign countries or their governmental
bodies and /or International Organizations, as at the submission deadline;
and

(e) does not fall within any of the circumstances for ineligibility listed in
Instructions to Consultants Clauses 18.1, 13.1, 6.1, and 2.2 (Eligibility
Criteria – Bid Data Sheet) of the RFP Document;

Yours sincerely,

Authorized Signature [In full and initials]: ___________________________________


Name and Title of Signatory: ____________________________________________
Name of Firm: ________________________________________________________
Address: ____________________________________________________________
Appendices 106

Appendix C – Power of Attorney44

[On stamp paper of PKR 200]

[Location, Date]

Know all men by these presents, we, __________________________ [insert name


and address of the registered office of the firm] do hereby constitute, appoint and
authorize Mr./ Ms.___________________ [insert name and father name] who is
presently employed with [us or the Lead Member of our Consortium] and holding
the position of ___________________ as our Attorney, to do in our name and on our
behalf, all or any of the acts, deeds or things necessary or incidental to our Bid for
providing consultancy services in relation to the feasibility study and transaction
advisory services for the development of motor vehicles fitness inspection project in
Sindh under public-private partnership mode (‘Assignment’), including signing,
authenticating and submission of application/ Proposals (Technical and Financial) and
affidavits, participating in conferences, responding to queries, submission of
information/ documents and generally to represent us in all its dealings with the
Transport & Mass Transit Department, any other Government entity or any person, in
connection with the Project until culmination of the process of bidding and thereafter
till the execution of relevant Project documents.

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney
pursuant to this Power of Attorney and that all acts, deeds, and things done by our
aforesaid attorney shall and shall always be deemed to have been done by us.

For and on behalf of

Authorized Signature [In full and initials]: ______________________________


Name and Title of Signatory: _______________________________________
Name of Firm: __________________________________________________
Address: ______________________________________________________

Witnesses:

Signature: ____________________ Signature: _____________________


Name: ____________________ Name: _____________________
CNIC No.: ____________________ CNIC No.: _____________________

44
In case of a Consortium, a separate power of attorney (on this format) to be provided/ executed by each member of the
Consortium (including the Lead Member) in favor of a representative and attorney of the Lead Member of the Consortium. The
mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable
law and the charter documents of the executant(s) and when it is so required the same should be under common seal affixed
in accordance with the required procedure. For a power of attorney executed and issued overseas, the same will also have to
be legalized by the Pakistan Embassy and notarized in the jurisdiction where the power of attorney is being issued.
Appendices 107

Appendix D – Location Map

Refer to the Assignment’s Terms of References


Appendices 108

Appendix E – Documents Checklist


The prospective Bidder (individual firm or consortium) shall provide the checklist, attached with Form Tech-1 (TECHNICAL PROPOSAL SUBMISSION
FORM), containing information of the required documents accompanied with the Technical proposal that must be appropriately filled, signed, and stamped by
the Bidder’s authorized representative. While submitting the bid, the Technical proposals need to follow the instructions as recommended below:

 the Bidder (in case of a Consortium, each member) must consult the RFP Document for checking the documents’ requirement against each criterion
and sub-criterion;
 the documents are placed in order as listed below (and those as deemed necessary for qualifying the eligibility and technical evaluation criteria);
 the documents contain substantial evidence (work orders, contracts with a clear scope, and completion certificates or any other substantial evidence if
the completion certificates are not available) against the claimed projects’ experience and its milestones achieved;
 the documents are printed using paper’s double sides, where possible;
 the documents are indexed with page numbers repeat with page numbers as mentioned below;
 the documents (Technical Proposal) do not disclose any information relating to the Financial Bid;
 the documents are submitted, preferably using two-holes file folders/ pockets.
 the Bidder must note that the Procuring Agency’s Committee, during the evaluation process, shall rely on the following information provided
by the Bidder. It is the sole responsibility of the Bidder to provide the information in a proper manner as required under the Checklist.

Bidder’s Name: ______________________________________________________________


RFP Ref. No.: PPPN/T&MTD/PROC/FSTA/2023-24
Procuring Agency: Transport & Mass Transit Department, Government of Sindh
Assignment Title: Feasibility study and transaction advisory services for the development of motor vehicles fitness project in Sindh under public-private
partnership mode
Submission Date: ___ / ___ / 2024 Time: ___:___
Technical Proposal: ___ Pages

Sr. Document Title with Description Check Page No.


General Requirements
1. Technical and Financial proposals are in a separate and sealed envelope  N/A
2. Alternative bids or proposals are not submitted  N/A
3. All pages of original Proposal initialed by authorized representative of Consultants  N/A
4. Checklist has been properly filled and indexed as per instruction provided above  N/A
Technical Proposal Requirements
5. Form Tech 1: Technical Proposal Submission Form 
6. Form Tech 2: Consultant’s Organization and Experience 
6.1 General Experience
6.1.1 Developing standards or conducting technical due diligence or auditing compliance checks
Sr. # Project Title Work Order Contract Agreement Completion Certificate
I. Insert project title here Insert page number Insert page number Insert page number 
II. Insert project title here Insert page number Insert page number Insert page number
Appendices 109

6.1.2 Bidding package for infrastructure development or turnkey or EPC projects


Sr. # Project Title Work Order Contract Agreement Completion Certificate
I. Insert project title here Insert page number Insert page number Insert page number 
II. Insert project title here Insert page number Insert page number Insert page number
6.1.3 Financial model and project structuring for infrastructure development or turnkey or EPC projects 
Sr. # Project Title Work Order Contract Agreement Completion Certificate
I. Insert project title here Insert page number Insert page number Insert page number 
II. Insert project title here Insert page number Insert page number Insert page number
6.2 Relevant Experience
6.2.1 Feasibility study/ detailed design/ safety technical standards relating to vehicle fitness project
Sr. # Project Title Work Order Contract Agreement Completion Certificate
I. Insert project title here Insert page number Insert page number Insert page number 
II. Insert project title here Insert page number Insert page number Insert page number
III. Insert project title here Insert page number Insert page number Insert page number
6.2.2 Standards/ regulations relating to the vehicle safety and emission project
Sr. # Project Title Work Order Contract Agreement Completion Certificate
I. Insert project title here Insert page number Insert page number Insert page number 
II. Insert project title here Insert page number Insert page number Insert page number
6.2.3 Bidding package for infrastructure or social development projects under PPP mode
Sr. # Project Title Work Order Contract Agreement Completion Certificate
I. Insert project title here Insert page number Insert page number Insert page number 
II. Insert project title here Insert page number Insert page number Insert page number
III. Insert project title here Insert page number Insert page number Insert page number
6.2.4 Financial model and project structuring for infrastructure or social projects under PPP mode
Sr. # Project Title Work Order Contract Agreement Completion Certificate
I. Insert project title here Insert page number Insert page number Insert page number
II. Insert project title here Insert page number Insert page number Insert page number
III. Insert project title here Insert page number Insert page number Insert page number
7. Form Tech 3: Comments and Suggestions on the TOR and Resources 
8. Form Tech 4: Description of Approach, Methodology and Work Plan 
9. Form Tech 5: Team Composition and Task Assignments 
10. Form Tech 6: CVs along with the last educational degree or certificate of the Key Professional Staff 
10.1 Financial Team
10.1.1 Financial Team Leader 
10.1.3 Project Finance Expert 
10.2 Technical Team
10.2.1 Technical Team Leader 
Appendices 110

10.2.2 Mechanical/ Senior Automotive Engineer 


10.2.3 Quality Assurance Manager/ Motor Vehicle Specialist 
10.2.4 Software Architect 
10.2.5 Software Engineer 
10.2.6 Civil Engineer 
10.2.7 Quantity Surveyor 
10.2.8 HSE Engineer 
10.2.9 Communication Specialist 
10.3 Legal Team
10.3.1 Legal Team Leader 
10.3.2 Legal Expert 
11. Form Tech 7: Staffing Schedule 
12. Form Tech 8: Work Schedule 
13. Appendix C- Power of Attorney – on stamp paper of required value 
14. Appendix B – Affidavit (non-blacklisting) – on stamp paper of required value 
15. Appendix A - Integrity Pact 
16. Consortium Agreement (in case of a Consortium only) 
17. Constituent Documents (Memorandum & Articles of Association or equivalent) 
18. Registration Documents (NTN, SRB, PEC, PCTAP, as applicable) 
19. Company Profile(s) 
20. Audit Reports (Balance Sheets, Income and Cash Flow Statements) 
21. Income Tax Returns 
22. Qualification Track Record (Contracts with Completion Certificates or any other substantial evidence) 
23. Bid Security Financial Instrument (without showing or disclosing the amount on it) 
24. Historical Contracts Non-Performing Details 
25. Litigation History 
Financial Proposal
26. Form FIN 1: Financial Proposal Submission Form  N/A
27. Form FIN 2: Summary of Costs inclusive of all the applicable taxes  N/A
28. Bid Security (5%) of the Quoted Bid Price  N/A
29. Bid Security covers minimum time, i.e., valid up to 28 days beyond bid validity period  N/A
30. Manner of payment of Bid Security is as per the terms and conditions of the RFP Document  N/A

Authorized Signature [In full and initials]: __________________

Name and Title of Signatory: _____________________________

Stamp: ________________________________________________

You might also like