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Pakistan International Airlines
Hiring of Consultancy Firm Page 1 of 27
Bidding Document
Hiring Services of a Consultancy Firm
for Development of
PIA’s Corporate Business Plan 2020-24
(Ref: CCDO/BusinessPlan/Consltnt/2019)
Pakistan International Airlines
Pakistan International Airlines
Hiring of Consultancy Firm Page 2 of 27
Table of Contents
PREAMBLE ............................................................................................................................... 3
SECTION A- SCOPE OF THE CONSULTANCY ............................................................................... 4
1. Background ..................................................................................................................... 4 2. Terms of References (TORs) ............................................................................................ 5 a) First Phase: Current Business Model Review ................................................................... 7 b) First Phase: Expected Deliverables .................................................................................. 8 c) Second Phase: Business, Financial and Strategic Model ................................................. 8 d) Second Phase: Expected Deliverables ............................................................................. 9
SECTION B - INSTRUCTIONS TO BIDDERS ................................................................................ 10
1. Scope of Bid ................................................................................................................... 10 2. Parties qualified to apply............................................................................................... 10 3. Cost of Bidding .............................................................................................................. 10 4. Bidding Documents ....................................................................................................... 10 5. Clarification on Bidding Documents .............................................................................. 11 6. Amendment to Bidding Document ................................................................................ 11 7. Extension in Submission Dates ...................................................................................... 11 8. Tender Proceedings ....................................................................................................... 11 9. Submission of Bid .......................................................................................................... 13 10. Bid Related Details: ....................................................................................................... 13 11. Deadline for Submission of Bids: ................................................................................... 14 12. Late Bids: ....................................................................................................................... 14 13. Modification and Withdrawal of Bids: .......................................................................... 14 14. Opening of Bids: ............................................................................................................ 14 15. Bid Read Out: ................................................................................................................. 14 16. Preliminary Examination of Bids: .................................................................................. 15 17. Qualification: ................................................................................................................. 16 18. Deliberations with Bidders: ........................................................................................... 16 19. Correction in Bids........................................................................................................... 16 20. Evaluation of Bids .......................................................................................................... 16 21. Unsuccessful Bidders: .................................................................................................... 17 22. Ranking of Bids: ............................................................................................................. 17 23. Letter of Acceptance ...................................................................................................... 17 24. PIA’s Right ..................................................................................................................... 17 25. Signing of Consultancy Agreement ............................................................................... 17
SECTION C –EVALUATION OF BIDS ......................................................................................... 18
1. Technical Evaluation Criteria ......................................................................................... 18 2. Details of Technical Evaluation Criteria ........................................................................ 19 3. Financial Proposal ......................................................................................................... 22 Annex - I ................................................................................................................................. 24 Annex - II ................................................................................................................................ 25 Annex - III ............................................................................................................................... 26
SECTION D – DRAFT CONTRACT FOR CONSULTANCY SERVICES .............................................. 27
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Preamble This document is divided into four sections.
Section A - provides interested parties the Scope of the Consultancy and details of the Terms of Reference and expected deliverables
Section B - provide details about the process and explains in detail as to how Bidders should submit their bids
Section C - provides the interested bidders with an overview of PIA’s evaluation process to maintain complete transparency and criteria to determine the best suited offer
Section D - contains draft Contract for the Consultancy Services to be entered between
PIA and the successful bidder. The annexure contained thereafter are the standardized formats on which PIA expects to receive the actual offers from the interested bidders.
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Hiring of Consultancy Firm Page 4 of 27
Section A- Scope of the Consultancy
1. Background
Pakistan International Airlines Corporation Ltd. (PIA), the national flag carrier of Pakistan, operates
over a network spanning 23 countries across Asia, Europe and North America, and to 21 cities
within Pakistan.
PIA seeks to hire the services of a reputable international consultancy firm (Consultant), with
extensive aviation consulting experience, to prepare a Five Years Corporate Business Plan. This
should be developed, keeping in view, amongst other factors, the historical trends, current market
state, present demand, current challenges, business analysis and forecast for future market
environment. The objective is to make PIA a leading international airline that is sustainable,
profitable and plays an important role in Pakistan’s economy.
The Corporate Business Plan will include all proposed initiatives & strategies including
organizational & financial restructuring along with relevant time-lines for.
The plan should provide a detailed forecast of financial position, performance & cash flows under
different possible/recommended scenarios. It shall also include recommendations on revised
capital structure along with a viable working plan for raising future funding requirements.
Proposed Business Plan should give holistic view of PIA’s current competitive position in the
industry focusing on its Sales and Marketing Strategy for each region, route & destination. The Plan
should also propose the restructuring options advising on best possible strategy for each area of
the airline.
PIA will support the Consultant by providing available operational and/ or financial information
required for the development of the Corporate Business Plan.
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2. Terms of References (TORs)
Broad Terms of References (TOR’s) for development of the Corporate Business Plan should
include amongst other;
Conducting business and financial analysis of PIA to review airlines’ current business
model and determine the key focus areas/ possible challenges. This should include a
SWOT analysis or similar methodology, to identify strengths, weaknesses, opportunities
and challenges that are unique to PIA. (Further details at Sub-clause (a) - Current
Business Model Review)
Identifying key operational, market & growth drivers in the business
Performing industry benchmarking & competitive analysis
Developing assumptions for the proposed business model supported by credible date/
research
Detailed Passenger and Cargo market analysis and recommended way forward for
current & prospective destinations considering;
- Current market share
- Demographics & Expat Pakistani Population
- Economic growth trends
- Air travel market size and forecasts
- Origin and Destination (O&D) passenger & cargo traffic demand
- Competitors Analysis
Review and recommend marketing & sales strategy for current and proposed network
especially keeping in view competition to in each market
Advising product optimization strategy for each market along with proper cost-benefit
analysis
Pricing & Revenue Management Strategy for each destination
Devising strategy to improve overall customer experience by improving services, with
cost/revenue impact, including;
- At all touch points (Reservation, Check-in, In-flight, Baggage Collection etc.)
- In-flight services (Food, IFE, Wi-fi, other amenities)
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Propose code share/alliance strategies for network expansion and revenue
maximization
Evaluating market potential for freighter operation and recommending optimum
strategy
Identifying potential sources for ancillary revenue and devising strategies for maximizing
the same
Devising a cost reduction strategies for every sphere of Airline’s operations by improving
on efficiency and productivity with special emphasis on big ticket items e.g. fuel,
maintenance etc.
Devising fleet optimization strategy advising on advising the most appropriate
combination modern technology wide & narrow body jet and turboprop aircraft suited
to PIA keeping in view Passenger and cargo demand, route profitability and operating &
maintenance costs for different aircraft options
Suggesting best mode of aircraft induction including comparative analysis for lease vs.
purchase model for both new and used aircraft
Review current network strategy (Hub & Spoke vs. Point to Point) and advise solutions
for achieving capacity optimization, better connectivity and aircraft utilization keeping in
view the cost/benefit of each change
Recommending effective and most economical use of modern technological
developments, innovations and advancements in the airline industry
Preparing draft business model, using assumptions based on available historical trend
and future expectations, in light of the financial & operational objectives
Preparing sketch of business model & Corporate Business Plan and discuss it with PIA
Management
Identifying Organizational Restructuring options - possible separation of non-core areas
of operations and their eventual spinoff as JV or some other workable model with
timelines. (Financial impact to be incorporated in the business model)
Review of existing business model of various PIA subsidiaries and propose possible
improvements
Analysis and recommendations for emerging challenges to airline industry including
noise regulations and carbon emission controls along with their financial implications
Performing financial analysis to test various assumptions and their impact on overall
results (sensitivity analysis)
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Developing financial support & restructuring plan and incorporate it in the financial
forecast
Any other factors that may be relevant or come up during the course of the work
Presenting draft business model & plan to PIA Management/Board
Finalizing the business model & plan based on the feedback from Management/Board
along with timelines and way forward for implementation of proposed initiatives and
financial & operational strategies
Supporting PIA in presenting the plan at various Government forums and providing
additional/backup data as required at such meetings
a) First Phase: Current Business Model Review
In the first phase the Consultant shall present to Management/Board their review of
Airlines’ current business model including but not limited to the following:
Company Overview Overview of PIA’s Operations
Current Management/ Organizational Structure
Core/Non-core Operations
Risk Factors
Regulatory Regime – National Aviation Policy 2019
Legal constraints
Review of Existing Fleet
Current product offering, Customer profile & public
perception
Market/Competitive
Analysis
Industry Overview & Trends
SWOT/PESTEL and similar analysis
Current & Potential Destinations
Current Competitors
Potential New Entrants
Current competitors Market share
Competitors’ offerings/schedules/ frequencies
Fare/Pricing comparison by service class and route Barriers
to market-entry (slots & bilateral agreements, etc.)
Current Sales strategy vs. competition
Current network strategy (Hub & Spoke vs. Point to Point)
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Benchmarking Analysis Per Unit Cost/ Revenue
HR productivity/efficiency
Lead factor analysis
Schedule/Operational Reliability & Punctuality
Aircraft Utilization
Frequency & Coverage
Financial Analysis Review of Historical Financial Statements
Overview of funding options
Cost Structure
Debt Structure & Finance Cost
Break-even Analysis
b) First Phase: Expected Deliverables
The following deliverables for the First Phase shall be completed within 8 weeks of
contract signing;
A comprehensive report reviewing airlines Current Business Model expanding on the
broad areas as outlined under Sub-clause (a) along with supporting data used for the
analysis
Working plan for the subsequent phase of the project along with specific timelines
Proposed outline of the Corporate Business Plan Document based on findings of
Current Business Model Review
c) Second Phase: Business, Financial and Strategic Model
In the second phase the consultant shall work to provide the proposed strategies
covering all areas of the airline as already discussed under Terms of Reference (ToRs), in
addition the deliverables shall also include a comprehensive interactive financial model
incorporating but not limited to following key elements:
Fleet induction & retirement plan along with financing options including Finance
Lease, Operating Lease, Purchase (using equity investment) etc.
Organization Restructuring options and its financial implications
Cost Rationalization Plan for all operational areas with quantification of cost-benefit
for proposed initiatives
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HR requirements and planning and related financial impact
Operational forecast based on proposed operating plan incorporating results of
competitive analysis and strategies
Revenue and expenditure forecast for each revenue/cost element at various levels
including station, route, region, aircraft and overall system, based on operating plan
and other assumptions (e.g. revenue & cost drivers, macro-economic assumptions
etc.)
Investment plan covering current and future fleet and other associated investments
Financing plan & identification of future funding requirements including all financing
(long /medium/short term etc.) requirements
Detailed financial projections both on i) as-is basis and ii) after implementation of
future strategies & plans including financial and operational/organizational
restructuring
Financial Restructuring Options analysis reflecting different financing/funding
options including local and international sources
Overall Strategic Outlook for next five years
d) Second Phase: Expected Deliverables
The following primary deliverables for the Second Phase shall be completed within 16
weeks of contract signing;
The final Corporate Business Plan covering overall vision, mission and objectives
along with strategies for all the areas to achieve the objectives (as outlined under
above Clause 2 - Terms of Reference)
The detailed action plan for each proposed strategy along with key performance
indicators and timelines for implementation
Interactive financial model (together with all the supporting data used) for detailed
financial forecast capable of simulating scenario analysis for various strategic
options and sensitivity analysis for key assumptions
Financial Restructuring Options & Plan and Overall Strategic Outlook for next five
years
The clear timelines for the project should be included in the technical proposal and all deliverables should be completed within 16 weeks of contract signing.
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Section B - Instructions to Bidders
1. Scope of Bid
Pakistan International Airline Corporation Limited (“PIA”) invites “sealed bids” on “Single
Stage Two Envelope” basis from interested Consultancy Firms for Consultancy Services
required for Development of PIA’s Business Plan as per Terms of References (TORs)
mentioned in this RFP.
2. Parties qualified to apply
Consultancy firms having experience of preparing business/restructuring plans and their
implementation in national and international, passenger and cargo airlines.
3. Cost of Bidding
The bidder shall bear all costs associated with the preparation and submission of its bid and
PIA will in no case be responsible or liable for those costs, regardless of the conduct or
outcome of the bidding process.
4. Bidding Documents
For the purpose of this bidding process, the term “Bidding Documents” shall include:
i) Invitation for Bids
ii) Instructions to Bidders
iii) General Conditions of Contract
iv) Special Conditions of Contract (Terms of References)
v) Evaluation of Bids
vi) Annexures
a) Bidder’s Profile (Annex ‘I’)
b) Form of Bid (Annex ‘II’)
c) Integrity Pact (Annex ‘III’)
The bidders are expected to examine the above prior to submission of their bids. The
‘Instructions to Bidders’ will not be part of Contract and will cease to have effect once the
Contract is signed.
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5. Clarification on Bidding Documents
A prospective bidder requiring any clarification(s) in respect of the Bidding Document shall
notify PIA in writing. PIA will respond to any request for clarification which it receives atleast
five (5) days prior to the deadline for the submission of bid.
6. Amendment to Bidding Document
At any time prior to the deadline for submission of bid, PIA may, for any reason, whether at its
own initiative or in response to a clarification requested by a prospective bidder, modify the
tender document by issuing addendum(s).
7. Extension in Submission Dates
At any time prior to the deadline for submission of bid, PIA may, for any reason, whether at its
own initiative or to provide prospective bidders reasonable time, in which to take an
addendum into account, at its discretion extend the deadline for submission of bids.
8. Tender Proceedings
“Single Stage Two Envelope” tendering process shall apply as detailed below:
i) The bid shall comprise a single package containing two separate envelopes. Each
envelope shall contain separately the financial proposal and the technical proposal;
ii) The envelopes shall be marked as “FINANCIAL PROPOSAL” and “TECHNICAL PROPOSAL”
in bold and legible letters to avoid confusion;
iii) Initially, only the envelope marked “TECHNICAL PROPOSAL” shall be opened;
iv) The envelope marked as “FINANCIAL PROPOSAL” shall be retained in the custody of the
PIA without being opened;
v) PIA shall evaluate the technical proposal in a manner prescribed in advance, without
reference to the price and reject any proposal which does not conform to the specified
requirements;
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vi) During the technical evaluation no amendments in the technical proposal shall
be permitted;
vii) The financial proposals of bids shall be opened publicly at a time, date and venue
announced and communicated to the bidders in advance;
viii) After the evaluation and approval of the technical proposal the PIA, shall at a time within
the bid validity period, publicly open the financial proposals of the technically accepted
bids only. The financial proposal of bids found technically non-responsive shall be
returned un-opened to the respective bidders; and
ix) The bid found to be the lowest evaluated bid shall be accepted.
Technical Proposal: Technical Proposal shall comprise of the following along with the covering
letter on the official letter pad of the bidder;
i) Bidder Profile: A brief company profile highlighting portfolios and customer details as per
Annex ‘I’.
ii) Technical Information: The technical information required from consultancy firm as
described under Section-D, Sub-Clause 1 & 2 on Technical Evaluation Criteria and clear
timelines for completion of deliverables should also be provided as described under
Section-A, Sub-Clause 2 Terms of References.
In case the bidder wishes to include additional technical information separate sheets may
be added.
iii) Form of Bid: Duly completed and signed by the bidder as per format provided in Annex
‘II’. No alteration is to be made in the Form of Bid except in filling up the blanks as
directed.
iv) Integrity Pact: The bidder shall sign and stamp the Form of Integrity Pact provided at
‘Annex – III’ which is a mandatory requirement of Government of Pakistan. Failure to
comply with this requirement shall result in automatic rejection of the bid.
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Financial Proposal: The Financial proposal should be submitted in line with the requirements
highlighted in the Section A and as per Schedule of Prices in the format described In Section-C,
Sub-Clause 3 Financial Proposal.
9. Submission of Bid
Interested bidders will have to submit their offer in sealed envelopes either in person or
through courier. The offer should be clearly marked as “Bid for Hiring Services of a
Consultancy Firm for Development of PIA’s Corporate Business Plan 2020-24”.
10. Bid Related Details:
Below information should be noted while preparing and submitting the bids.
i) Currency of Bid: All the prices provided in the bid as per ‘10(ii)’ above shall be in
Pakistani Rupees (PKR)
ii) Bid Validity: The bid shall have to be valid for a period of 90 days from closing date of
tender. The validity of the bid would be extended for further period of 90 days, if
needed, with the consent of the bidder.
iii) Language of Bids: The bids prepared by the bidder and all correspondence and
documents relating to the bid, exchanged between the bidder and PIA shall be written in
the English language. If a document is other than English language then bidder shall
provide a true copy of that document in English.
iv) Format and Signing of Bids: The bidder shall prepare one set of the bid typed or written
in indelible ink and shall be signed by the Authorized Representative of the bidder (who
should be an employee of the bidder).
v) Sealing and Marking: Technical Proposal and Financial Proposal should be clearly
marked. The envelope should bear the name and address of the sender and clearly
marked as “Bid for Hiring Services of a Consultancy Firm for Development of PIA’s
Corporate Business Plan 2020-24”. If the envelope is not sealed and marked, PIA will
assume no responsibility for the bid’s misplacement or premature opening.
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11. Deadline for Submission of Bids:
Bids must be received by PIA at the following address no later than 1500 Hrs (Pakistan
Standard Time) on November 15, 2019:
Chief Corporate Development Officer
PIA Head Office, Jinnah International Airport Karachi, Pakistan Phone: +92 21 9904 4189
12. Late Bids:
PIA shall not be responsible for delay in submission of bids for any reason whatsoever. Any bid
received by PIA after the bid submission deadline, for any reason whatsoever, shall be
rejected and returned to the bidder.
13. Modification and Withdrawal of Bids:
The bidder may modify or withdraw its Bid after submission, provided that written notice of
the modification or withdrawal is received by PIA prior to the deadline prescribed for bid
submission. No Bid may be modified or withdrawn in the interval between the deadline for
submission of bids and the expiration of period of Bid Validity.
14. Opening of Bids:
PIA will open the Technical bids on November 15, 2019 at 1600 hrs (Pakistan Standard Time)
in PIA Head Office, Karachi Airport, Karachi, Pakistan in the presence of bidders who may like
to attend the same. The date for the opening Financial bids will be communicated to
Shortlisted bidders subsequently.
15. Bid Read Out:
i) Technical Bid Opening
Following details of each bid shall be read out in front of all the participants present during
the bid opening:
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a) Bidder’s name
b) Bidder’s status (i.e. Consultancy Firm/JV/Consortium )
c) Brief Profile
ii) Financial Bid Opening
As described above after the evaluation and approval of the technical proposal the PIA,
shall at a time within the bid validity period, publicly open the financial proposals of the
technically accepted bids only. Following details of each bid shall be read out in front of all
the participants present during the bid opening:
a) Bidder’s name
b) Bidder’s status (e.g. Consultancy Firm/JV/Consortium etc.)
c) Consultancy Fee along any other relevant details (e.g. Payment Plan etc.)
16. Preliminary Examination of Bids:
PIA will examine the bids to determine whether they are complete and generally in order.
Prior to the detailed evaluation of bids:
i) PIA will examine the Bids to determine whether;
a) The Bid is complete and does not deviate from the scope,
b) Any computational errors have been made,
c) The documents have been properly signed,
d) The Bid is valid till required period,
e) The Bidder is eligible to Bid and possesses the requisite skill and experience in
providing consultancy services
f) The Bid does not deviate from basic requirements and
g) The Bids are generally in order.
ii) A bid is likely not to be considered if it is materially and substantially different from the
conditions/specifications of the Bidding Documents.
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17. Qualification:
In addition to the above, PIA will ascertain to its satisfaction whether bidders, whose bids
meet the requirements of Bidding Documents, are qualified to satisfactorily perform the
contract. This will take into account:
Bidder’s experience, technical capabilities and past performance in providing consultancy
services.
Documentary evidence submitted by the bidder.
Whether Bidder is consultancy firm
Other information as PIA deems necessary and appropriate.
18. Deliberations with Bidders:
No bidder shall be allowed to alter or modify its bid after the bids have been opened.
However the PIA may seek and accept clarifications to the bid that do not change the
substance of the bid.
Any request for clarification in the bid, made by the PIA shall invariably be in writing. The
response to such request shall also be in writing.
19. Correction in Bids
In case any arithmetic error is found in the bid, it shall be rectified as follows:
i) If there is a discrepancy between the unit price and total price or between subtotals and
total price that is obtained by multiplying the unit price and quantity, the unit or subtotal
price shall prevail and the total price shall be corrected.
ii) If there is a discrepancy between the words and figures the amount in words shall
prevail.
iii) If the bidder does not accept the corrected amount of bid as determined above, the bid
shall be rejected.
20. Evaluation of Bids
i) All bids shall be evaluated in accordance with the evaluation criteria and other terms and
conditions set forth in the prescribed bidding documents.
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ii) For the purposes of comparison of bids quoted in different currencies, the price shall be
converted into a single currency specified in the bidding documents. The rate of
exchange shall be the selling rate, prevailing on the date of opening of bids specified in
the bidding documents, as notified on that day.
The bid will be evaluated to determine the “Lowest Evaluated Bid” as per Section ‘D’.
21. Unsuccessful Bidders:
Bidders whose offers have been rejected on grounds of being substantially non-responsive or
those that do not meet the requirements shall be informed accordingly.
22. Ranking of Bids:
The offered bid(s) shall be listed separately in ascending order starting from the lowest
evaluated bid.
23. Letter of Acceptance
The Letter of Acceptance will be issued to bidder whose offer is determined as the lowest of
average evaluated bid.
24. PIA’s Right
PIA reserves the right to reject all bids and to annul the bidding process at any time prior to
award of Contract. PIA, upon request from bidder, who submitted a bid, shall communicate
the grounds for its rejection of all bids, but is not required to justify those grounds.
25. Signing of Consultancy Agreement
Within thirty (30) days of the issuance of the Letter of acceptance both the sides will sign a
Consultancy Agreement covering the terms mentioned in the bidding document as well as
other conditions as deemed appropriate by PIA.
In case the Lowest Evaluated bidder and PIA fail to agree on the terms and conditions of the
Consultancy Agreement, PIA can withdraw the earlier given Letter of Acceptance and the next
lowest bidder will be declared Lowest Evaluated Bidder.
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Section C –Evaluation of Bids
All proposals shall be evaluated based on Quality (Technical) and Cost based (Financial) criteria with
50% weightage for Technical evaluation and 50% weightage for financial evaluation.
Overall Score (OS) will be awarded as per following formula;
OS = (TES x 50%) + (FES x 50%)
Whereas:
TES = Technical Evaluation Score
FES = Financial Evaluation Score = (“Lowest Consultancy Fee”/”Offered Consultancy Fee” x 100)
Firm with highest Overall Score will be ranked as ‘Lowest Evaluated Bidder’. 1. Technical Evaluation Criteria:
Note: Minimum Qualifying Score is 60
S.No. Evaluation Criteria Max Score Score Obtained
i.
Experience of preparing business and restructuring plans implemented in national and international, passenger and cargo airlines, particularly in Asia
30 Max=100
ii. Skills and qualification matrix of relevant
personnel of the firm 25
Max=75
iii. Clientele in airline industry (with details of
work carried out/implemented business plans)
20 Max=50
iv. Local Office in Pakistan/ Local Partner 15
v.
Honors / Awards of recognition received
from Industry regulators, other relevant bodies
(e.g. IATA, ICAO ETC.) during last five years
10
Total Score 100
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2. Details of Technical Evaluation Criteria
(The details required under the section should be part of Technical Proposal)
i) Experience
Scoring Methodology A. General Experience of Preparing Strategic Business Plans/Restructuring Plans
TE(a) = Total Experience(a) = Total Duration of Engagement with Airlines for Preparation of Business Plan or 60 whichever is smaller
AFS(a) = Average Fleet Size(a) = Weighted Average Fleet Size of Client Airlines or 30 whichever is smaller
A = 𝐓𝐄(𝐚)
𝟔𝟎 𝑿
𝐀𝐅𝐒(𝐚)
𝟑𝟎
B. Specific Experience of Preparing Strategic Business Plans/Restructuring Plans for Asian Airlines
TE(b) = Total Experience(b) = Total Duration of Projects Implemented for Asian Airlines or 24 whichever is smaller
AFS(b) = Average Fleet Size(b) = Weighted Average Fleet Size of Client Airlines or 30 whichever is smaller
A = 𝐓𝐄(𝐛)
𝟐𝟒 𝑿
𝐀𝐅𝐒(𝐛)
𝟑𝟎
Overall Score for Experience = A x 20 + B x 10
Experience of preparing Strategic Business Plans/ Restructuring
Plans implemented in national and international, passenger and
cargo airlines, particularly in Asia.
Yes
No
(To substantiate experience please attach details of each project undertaken including a brief summary and duration for the project and implementation details along with references from the company)
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ii) Skills and Qualification Matrix of Relevant Personnel
(Detailed CVs of personnel who will dedicated for the project to be furnished)
Qualification Score Experience Score Relevant Experience Score
Project
Manager
Ph. D/ MS/
MBA/
Professionally
Qualified
Accountant/
CFA/ Others
(specify)
4 Up to 5 years 5-10 years 10-15 years More than 15 year
1 2 4 5
Less than a Year 1-2 Years 3-4 Years 5 Years or more Commercial Aviation ____ yrs Investment ____ yrs Banking ____ yrs Consultancy ____ yrs Others (specify) ____ yrs
1 2 3 4
BS/BBA/ Part-
qualified
Accountants/
Others
(specify)
2 Up to 5 years 5-10 years 11-15 years More than 15 year
0 1 2 3
Less than a Year 1-2 Years 3-4 Years 5 Years or more Commercial Aviation ____ yrs Investment ____ yrs Banking ____ yrs Consultancy ____ yrs Others (specify) ____ yrs
0 1 2 3
Associates
(Weighted
Average
Score will
be applied
for
associate
team
members)
Ph. D/ MS/
MBA/
Professionally
Qualified
Accountant/C
FA/ Others
(specify)
4 Up to 5 years 5-10 years 11-15 years More than 15 year
1 2 3 4
Less than a Year 1-2 Years 3-4 Years 5 Years or more Commercial Aviation ____ yrs Investment ____ yrs Banking ____ yrs Consultancy ____ yrs Others (specify) ____ yrs
1 2 3 4
BS/BBA/ Part-
qualified
Accountants/
Others
(specify)
2 Up to 5 years 5-10 years More than 10 year
0 1 2
Less than a Year 1-3 Years 4 Years or more Commercial Aviation ____ yrs Investment ____ yrs Banking ____ yrs Consultancy ____ yrs Others (specify) ____ yrs
0 1 2
Scoring Methodology As per above given scoring scheme.
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iii) Clientele in airline industry
(attach details of work undertaken for each client along with duration and references)
Scoring Methodology: For each client with a fleet size of 15 or more aircraft and minimum engagement of 3 months will be awarded 2 points.
iv) Local Office in Pakistan/ Local Partner
Yes
No
Details/Nature Owned Joint venture
Consortium
Local Partner (if any)
Scoring Methodology: Firms with adequate local setup for completion of the project will be awarded marks accordingly.
v) Honors / Awards of recognition received from Industry regulators, other relevant bodies (e.g. ICAO, IATA) in last five years
Provide
Relevant
Details
1.
2.
3.
4.
5.
Scoring Methodology: 2 Points will be awarded for each accredited Honor/ Award.
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3. Financial Proposal
i. General
Financial Proposal shall include milestone based payment plan.
ii. Currency of Prices
Pakistani Rupees (PKR).
iii. Rates and Prices
a) The Financial Proposal shall mention all inclusive Consultancy Fee including all taxes,
duties, fees, levies, and other charges imposed under the applicable laws in Pakistan.
b) All the expenses during the consultancy period including but not limited to travel,
hotel, meals and Incidentals, ground transportation or any other costs shall be borne
by the Consultant
c) Prices shall be filled in indelible ink, and any alterations necessary due to errors, etc.,
shall be initialed by the bidder.
d) Except as otherwise expressly provided, the rates and amounts entered in the Financial
Proposal shall be the rates at which the consultancy firm / consultant shall be paid.
e) The rates and prices entered by the bidder shall not be subject to adjustment during
the performance of the Contract.
f) The whole cost of complying with the provisions of the Contract shall be included in
the items provided in the Financial Proposal.
g) The bidder shall be deemed to have obtained all information which may affect the bid
price.
h) The Consultant shall be required to furnish a bank guarantee(s) of equivalent amount
in a form satisfactory to PIA against any advance payment.
i) The bank guarantee(s) shall be returned upon completion of the contract.
Pakistan International Airlines
Hiring of Consultancy Firm Page 23 of 27
iv. Consultancy Fee
Description Currency Amount
All Inclusive Consultancy Fee
PKR
(In Figures)____________________ (In Words)_____________________
The phase/milestone-wise breakup of the fees should also be provided highlighting the
Fees and corresponding milestones that would be accomplished by the bidder at the time
of payment.
v. Any Other Terms & Conditions
Any other terms & conditions having any cost implication should be provided along
quantification in Dollar terms.
Pakistan International Airlines
Hiring of Consultancy Firm Page 24 of 27
Annex - I
Bidder Profile
Bidder/s should provide the following detail on their company letter head.
Name of the Company: __________________________________________________
________________________________________________________________________
Head Office Address: ____________________________________________________
________________________________________________________________________
Local Office Address (If any) ______________________________________________
____________________________(Address in Pakistan) ___________________________
Contact / Focal Person: Name: _____________________________________________________________
Designation: _____________________________________________________________
Telephone: _____________________________________________________________
Fax: _____________________________________________________________
Email: _____________________________________________________________
Type of the Company: 1. Public 2. Private 3. Other
Company Ownership Proof: (Detail of major shareholders of company)
Brief Profile & Experience:
Signature: ____________________________
Title: ____________________________
Name: ____________________________
Stamp: ____________________________
Pakistan International Airlines
Hiring of Consultancy Firm Page 25 of 27
Annex - II
Form of Bid
Date: ____________
Ref: CCD/BUSINESSPLAN/CONSLTNT/2019
To: Chief Corporate Development Officer
Pakistan International Airlines Corporation Limited
Dear Sir,
Having examined the Bidding Documents, we, the undersigned, offer consultancy services for under the tender reference CCD/BUSINESSPLAN/CONSLTNT/2019 in full conformity with the said Bidding Documents against the terms and conditions mentioned in the Technical and Financial Proposals. We undertake, if invited to do so by you, and at our own cost, to attend a clarification meeting at a place of your choice. We agree to abide by this Bid, for a period of 90 days from the date fixed for submission of bids as stipulated in the Bidding Documents, and together with the above written undertakings, it shall remain binding on us. We undertake, if our bid is accepted, to provide the required services as per the dates mentioned in our bid. Until a formal contract is prepared and executed between us, this bid, together with your written acceptance thereof and your notification of award shall constitute a binding contract between us. We understand that you are not bound to accept the lowest or any bid you may receive. _________________________________ Signature of Authorized Person Name : ___________________________ Position: __________________________ Official Seal
Pakistan International Airlines
Hiring of Consultancy Firm Page 26 of 27
Annex - III
Integrity Pact
[Name of Bidder] hereby declares it has not to obtained or induced the procurement of any
contract, right, interest, privilege or other obligation or benefit from Government of Pakistan
(GoP) or any administrative subdivision or agency thereof or any other entity owned or controlled
by it through any corrupt business practice.
Without limiting the generality of the foregoing, [Name of Bidder] 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, Representative,
associate, broker, consultant, director, promoter, shareholder, sponsor or subsidiary, any
commission, gratification, bribe, finder’s fee or kickback, whether described as consultation fee or
otherwise, with the object of obtaining or including the procurement of a contract, right, interest,
privilege or other obligation or benefit in whatsoever form from GoP, except that which has been
expressly declared pursuant hereto.
[Name of Bidder] 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 GoP and has not
taken any action or will not take any action to circumvent the above declaration, representation or
warranty.
[Name of Bidder] 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 or procured as aforesaid shall, without prejudice to any other
right and remedies available to GoP under any law, contract or other instrument, be voidable at the
option of GoP.
Notwithstanding any rights and remedies exercised by GoP in this regard, [Name of Bidder] agrees
to indemnify GoP for any loss or damage incurred by it on account of its corrupt business practices
and further pay compensation to GoP in an amount equivalent to ten time the sum of any
commission, gratification, bribe, finder’s fee or kickback given by [Name of Bidder] as aforesaid for
the purpose of obtaining or inducing the procurement of any contract, right, interest, privilege or
other obligation or benefit in whatsoever form from GoP.
________________________ Signature of the Bidder (Name, Title and Address) (Official Seal)
Pakistan International Airlines
Hiring of Consultancy Firm Page 27 of 27
Section D – Draft Contract for Consultancy Services
See Attachment -A
Attachment-A Draft
ANNEXURE-VI: DRAFT CONTRACT
BY AND BETWEEN
PAKISTAN INTERNATIONAL AIRLINES AND
FOR
CONSULTANCY SERVICES
, 2019
Contract No: __________________
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CONTENTS
Clause Page
ARTICLE 1: DEFINITIONS ......................................................................................................................... 3
ARTICLE 2: SCOPE OF SERVICES/TERMS OF REFERENCE ........................................................................ 5
ARTICLE 3: CONSULTANT'S OBLIGATIONS/RESPONSIBILITIES ................................................................ 5
ARTICLE 4: CONSULTANT’S PERSONNEL ................................................................................................ 8
ARTICLE 5: INDEPENDENT CONSULTANT ............................................................................................... 9
ARTICLE 6: REPRESENTATIVES .............................................................................................................. 10
ARTICLE 7: RECORDS AND REPORTS ..................................................................................................... 10
ARTICLE 8: TAXES .................................................................................................................................. 11
ARTICLE 9: PENALTIES .......................................................................................................................... 11
ARTICLE 10: COORDINATION & REPORTING PROCEDURE ................................................................... 12
ARTICLE 11: APPLICABLE LAWS ............................................................................................................ 12
ARTICLE 12: RESPONSIBILITIES OF PIA AND PIA'S REPRESENTATIVE ................................................... 12
ARTICLE 13: APPROVALS, ACCEPTANCE AND COMPLETION OF WORK ............................................... 13
ARTICLE 14: INSURANCE REQUIREMENTS ............................................................................................ 14
ARTICLE 15: JOINT AND SEVERAL LIABILITY ......................................................................................... 15
ARTICLE 16: PROFESSIONAL LIABILITY .................................................................................................. 15
ARTICLE 17: LIMITATIONS OF LIABILITY & INDEMNITY ........................................................................ 15
ARTICLE 18: CONTRACT PRICE .............................................................................................................. 16
ARTICLE 19: INVOICING AND PAYMENT ............................................................................................... 16
ARTICLE 20: CHANGES IN WORK .......................................................................................................... 17
ARTICLE 21: GUARANTEES AND WARRANTIES ..................................................................................... 18
ARTICLE 22: ASSIGNMENT .................................................................................................................... 18
ARTICLE 23: INTELLECTUAL PROPERTY RIGHTS .................................................................................... 18
ARTICLE 24: TREATMENT OF PROPRIETARY INFORMATION ................................................................ 19
ARTICLE 25: INTEGRITY PACT ............................................................................................................... 20
ARTICLE 26: SUSPENSION ..................................................................................................................... 21
ARTICLE 27: TERMINATION .................................................................................................................. 22
ARTICLE 28: TITLE ................................................................................................................................. 22
ARTICLE 29: FORCE MAJEURE ............................................................................................................... 23
ARTICLE 30: ARBITRATION.................................................................................................................... 23
ARTICLE 31: GOVERNING LAW ............................................................................................................. 23
ARTICLE 32: NOTICE ............................................................................................................................. 24
ARTICLE 33: PERFORMANCE BOND ...................................................................................................... 24
ARTICLE 34: MISCELLANEOUS .............................................................................................................. 25
APPENDIX A: SCOPE OF SERVICES/TERMS OF REFERENCE .................................................................. 27
APPENDIX B: DELIVERABLES ................................................................................................................. 28
APPENDIX C: Payment Schedule .......................................................................................................... 29
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THIS CONTRACT is made and entered into on ________, 2019
By and Between
Pakistan International Airlines Corporation Limited, (“PIACL”) a public limited company incorporated
and governed by and under the Laws of Pakistan with its registered head office at Jinnah International
Airport, Karachi Pakistan hereinafter called “PIA” or “Company” (which expression, whenever the
context so permits, shall include its successors-in-interest and assigns) of the First Part;
And
_____________, hereinafter [jointly and severally (if applicable)] referred to as the “Consultant”
(which expression whenever the context so permits shall include their respective successors-in-
interest and assigns) of the Second Part.
The parties of First Part and the Second Part individually would be referred to as a “Party” and
collectively as “Parties” to this Contract.
WHEREAS PIA intends to engage the Consultant to develop a detailed Business Plan; more specifically
perform the scope of services/terms of reference as defined in Article 2.
AND WHEREAS the Consultant warrants and represents that the Consultant and its Sub-
Contractor(s) have necessary skills, knowledge, technical resources, personnel, experience and
capability to perform the Work/Services in accordance with the international best standards and
practices of the industry and in terms of this Contract.
AND WHEREAS the Consultant has qualified through bidding process and has agreed to such
engagement to perform and complete the required Work/Services in accordance with the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements the Parties hereto,
agree to the following terms and conditions:
ARTICLE 1: DEFINITIONS
1.1 In this Contract the following words and phrases shall have the meanings ascribed thereto
hereunder:
“Applicable Laws” mean the statutes, laws, rules, regulations, orders, directives, ordinances and any
other instruments having the force of law applicable in Pakistan, as may be issued, promulgated,
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enacted or re-enacted and amended from time to time.
“Assignee” shall mean the entity, person or Third Party to whom the Contract is assigned by the PIA.
“Change Order” shall mean a written order to the Consultant prepared by PIA / PIA's Representative
authorizing an addition, deletion or other revision in the Work/Services or the timeframe issued after
execution of the Contract, as contemplated in Article 19.
“Consultant’s Representative” shall mean the person or persons duly authorized and notified by the
Consultant to PIA to act on Consultant’s behalf in matters relating to the Contract in accordance with
Article 6 (Representatives).
“Contract” shall mean this contract together with all Appendices attached hereto.
“Contract Price” shall mean any or all the amounts (as the context so admits) payable to or for the
account of the Consultant for satisfactory and proper performance by the Consultant of its
obligations in accordance with the provisions of this Contract.
“Day” shall mean a calendar day of twenty-four (24) hours measured from one preceding midnight
to the succeeding midnight.
“Force Majeure” means as defined in Article 29. “PIA” means as defined in the preamble.
“PIA Representative” shall mean the person(s), firms or companies duly authorized and notified by
PIA to the Consultant to perform certain assigned work/duties on its behalf.
“Agreement and Contract” shall mean this Agreement and shall remain valid with no further change
therein for the Term of this Agreement.
“Proprietary Information” shall include all information, reports, studies, data, intelligence etc.
furnished directly or indirectly, in writing or otherwise, by PIA to the Consultant under this Contract.
“Sub-Contractor” shall mean any person including company, corporation, firm, partnership or any
combination thereof engaged directly by the Consultant with the prior written approval of the
PIA for the performance of the Work/Services or any part thereof required to be performed under
the terms of this Contract.
“Term” the Contract shall be valid for a period of 16 Weeks unless earlier terminated in accordance
with this Contract.
“Third Party” shall mean any person or entity other than the Parties hereto and the Sub- Contractor;
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“Work/Services” shall mean all the work/services to be performed by the Consultant pursuant to
Article 2 of this Contract, described through Appendix-A (Scope of Services/Terms of Reference)
which shall be an integral part of this Agreement.
“Work Week” shall mean a period of five consecutive days commencing at 00.01 hours on any
Monday and ending at 1700 hrs on any Friday.
1.2 INTERPRETATION
(i) In this Contract, headings are only for convenience and shall be ignored in construing this
Contract and the singular includes the plural and vice versa;
(ii) References to Articles, Sections and Appendixes are, unless the context otherwise
requires, references to Articles, Sections and Appendixes to this Contract;
(iii) Except as expressly provided to the contrary herein, references to times and dates are,
and shall be construed to be, references to Pakistan Standard Time (PST);
(iv) In carrying out its obligations and duties under this Contract, each Party shall have an
implied obligation of good faith;
(v) A reference to any legislation or legislative provision includes any reference to statutory
modification or re-enactment of, amendment to or legislative provision substituted for,
and any subordinate legislation under, that legislation or legislative provision; and
(vi) Reference to any document, instrument or contract/agreement are references to that
document, instrument or contract/agreement as amended, consolidated, supplemented,
novated or replaced from time to time.
ARTICLE 2: SCOPE OF SERVICES/TERMS OF REFERENCE
2.1 The Consultant shall perform all Work/Services, obligations, duties and responsibilities in
accordance with the Contract and as set out in Appendix – A wherein the Scope of
Services/TOR’s are mentioned in detail.
ARTICLE 3: CONSULTANT'S OBLIGATIONS/RESPONSIBILITIES
3.1 Notwithstanding anything to the contrary contained in the Agreement, the Consultant
undertakes and agrees that it shall be jointly and/or severally responsible for performance of
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Work/Services and shall perform all Work/Services with due skill, care and exercise due-
diligence by application of international best practices to ensure that on completion of
Work/Services, such Works/Services shall be valid, fit and proper for their intended purposes
as required by the Contract.
3.2 The Consultant undertakes and agrees that it shall perform the Works/Services, utilizing all
necessary resources at its own cost and carry out its obligations under this Contract with all
due diligence, efficiency and economy to the international standards expected of a
organization of its size and reputation, in accordance with generally accepted techniques and
practices used in the sector and professional consulting standards as recognized by
international professional bodies, and shall observe sound management practices. The
Consultant shall always act, in respect of any matter relating to this Contract or to the
Work/Services, as faithful adviser to the PIA, and shall at all times support and safeguard PIA’s
legitimate interests in any dealings with Sub-Contractors, personnel or Third Parties. The
Consultant warrants and confirms that the Sub-Contractors and the personnel shall be skilled
and experienced and competent in their respective trades and professions.
3.3 The Consultant may appoint competent Sub-Contractor(s) for the performance of any part of
the Work/Services subject to prior approval of PIA. The Consultant shall always remain
responsible for the quality and timely performance of the Work / Services undertaken by Sub-
contractors.
3.4 The Consultant undertakes and agrees that it shall undertake the Work/Services and
supervise, expedite and control all activities of the Work/Services in accordance with and as
required by this Contract, in compliance with Applicable Laws. The Consultant shall also be
fully responsible for confidentiality, correctness and accuracy of the reports/documents and
other requirements prepared as part of this Contract and its Work/Services.
3.5 The Consultant acknowledges and agrees that it shall, without incurring any additional cost
to PIA, be liable to re-perform and rework or cause its Sub-Contractors to re-perform and re-
work all or any part of the Work/Services, which are deficient in any manner. In this regard,
any instructions issued by PIA shall be complied with or cause to be complied with by the
Consultant in letter and spirit.
3.6 If, for any reason, beyond the reasonable control of the Consultant, it becomes necessary to
replace any of the personnel of the Consultant with prior consent of PIA, the Consultant shall,
at its own cost and expense provide replacement personnel of equivalent or better
qualifications and experience.
3.7 The Consultant shall ensure that the personnel employed for the assignment possess
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impeccable professional and personal record and has not been involved in any misconduct,
crime involving moral turpitude, convicted by any court of law for the same. If PIA finds that
any of the personnel of the Consultant or the Sub-Contractors is involved in the
aforementioned actions/activities or
(i) has committed misconduct or has been charged with having committed a criminal act
involving moral turpitude, or
(ii) is undesirable on grounds of national security, or
(iii) if PIA has reasonable cause to be dissatisfied with the performance of any of the
Consultant’s personnel or the Sub-Contractors, then the Consultant shall, at the PIA’s
written complaint, immediately remove the respective personnel or the Sub-
Contractors and provide a replacement with qualifications and experience acceptable
to the PIA without any delay in achieving the Milestones and on the Consultant’s cost.
3.8 In case PIA identifies any lack of compliance with the Applicable Laws that could result in a
legal claim against PIA, the Consultant undertakes and agrees to provide adequate proof of
positive compliance with the concerned part of the Applicable Laws immediately and without
any further cost to PIA.
3.9 The Consultant undertakes and agrees with PIA, that officers, employees, directors,
consultants and advisors (the “PIA Indemnified Persons”) that Consultant shall keep the
PIA/PIA Persons Indemnified, both during and after the term of this Contract, fully and
effectively indemnified and harmless against all losses, claims, damages, liabilities or
expenses (including legal fees), suffered by the PIA Indemnified Persons arising out of or in
connection with this Agreement or the Work/Services to be provided by the Consultant and
the Sub- Contractors, where such losses, claims, damages, liabilities or expenses is/are the
result of the bad faith, gross negligence or willful misconduct of the Consultant and or the
Sub-Contractors; provided further the aggregate liability of the Consultant shall be as per
Article 16 of this Contract.
3.10 The Consultant undertakes and agrees that it shall promptly provide PIA/PIA’s Representative
access to Work/Services being carried out by it and information about the Work/Services
together with progress of the Work/Services during the course of Works/Services, as and
when required.
3.11 The consultant undertakes and agrees to have and maintain all necessary resources, data,
information, subscriptions etc. at its own cost required for the performance of the
works/services as required under the Scope of Service/Terms of Reference under this
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Contract.
3.12 The Consultant shall ensure that the Work/Services are performed in accordance with the
provisions of this Contract. If there is any delay in performance of Work/Services under this
Contract (other than for a cause which is beyond the control of the Consultant) then the
Consultant shall pay to PIA liquidated damages, as reasonable compensation and not as a
penalty, of 1% of the value of the contract per week up to maximum 10% value of contract.
ARTICLE 4: CONSULTANT’S PERSONNEL
4.1 Personnel-Performance and Progress
The Consultant acknowledges, agrees and undertakes that it shall:
(i) Provide suitably qualified and experienced personnel having good track record on
projects of a similar nature of the required services;
(ii) be solely responsible for obtaining and shall at its own expense obtain all permits,
licenses, subscriptions or any authorization of same sort required to perform the
Work/Services under the Contract;
(iii) be responsible for obtaining and arranging all necessary passports, visas, work permits
and other documents required for its personnel in accordance with all Applicable
Laws;
(iv) If PIA deems that one or more members of the Consultant’s personnel lack the
technical knowledge or skills necessary for the efficient provision of Work/Services, or
that their performance or conduct is such as to negatively influence the progress of
the Work/Services, PIA may notify the Consultant about the same and the Consultant
shall take all necessary measures to rectify the situation with in seven (7) calendar
days, including if appropriate, the replacement of such personnel in the manner
provided in Article 3.6 hereinabove, including but not limited to bearing all relevant
costs and expenses; and
(v) Indemnify and hold PIA harmless, its chiefs, directors and employees for any and/or
all losses, damages or claims of any nature whatsoever arising from breach of this
Agreement.
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4.2 Rate of Progress
(i) The Consultant acknowledges and agrees that the Work/Services shall be provided for
exclusive benefit of the PIA and it shall accord the Work/Services to be performed
under the Contract, the highest priority, and Consultant shall perform the
Work/Services diligently without interruption to completion. However, the Consultant
accepts no liability to any person other than the PIA in respect of any claim arising out
of or in connection with the Work/Services, the Project or any relationship established
by this Contract.
(ii) Without prejudice to the generality of the Consultant’s obligations under the Contract,
if in the reasonable opinion of PIA, the Work/Services fall behind schedule or if it
becomes evident that progress of the Work/Services is slow, with a view to ensuring
completion of the Work / Services within the prescribed time, the Consultant shall
submit a proposal to expedite the Work / Services and subject to PIA’s approval, take
all necessary steps at Consultant’s expense to expedite the rate of progress of the
Work/Services, including but not limited to re-scheduling activities, supplying
additional manpower, equipment and/or materials and facilities as may be required
with no additional cost on PIA.
ARTICLE 5: INDEPENDENT CONSULTANT
5.1 Nothing contained in this Contract shall be construed as establishing a relationship of master
and servant or of principal and agent as between the PIA and the Consultant. The Consultant,
shall:
(i) act as advisor/consultant to the PIA, by providing on financial/commercial and all
related matters arising in connection with the Scope Of Services/Terms Of Reference;
(ii) manage the Sub-Contractors (whether local or foreign);
(iii) be solely responsible for any payments due to the Sub-Contractors and its personnel;
and
(iv) have complete charge of all Sub-Contractors performing the Work/Services and shall
be fully responsible for the Work/Services performed by the Sub-Contractors and its
personnel under this Contract and any delegation to the Sub-Contractor, and such
delegation shall not relieve the Consultant from any of its liabilities or obligations
under this Contract. No provisions herein shall be construed as creating a partnership,
agreement or other association whereby PIA and the Consultant would be jointly
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liable as partners.
ARTICLE 6: REPRESENTATIVES
6.1 The Consultant acknowledges and agrees, that, it shall ensure that, at all times during the
Consultant’s performance of the Work/Services, a representative of the Consultant,
acceptable to the PIA shall be responsible for liaising with PIA in respect of the performance
of the Work/Services. The representative shall be notified to the PIA by the Consultant in
writing including any change therein.
6.2 PIA will designate in writing one or more Representative(s) for certain assigned work/duties
on its behalf. The Consultant’s Representative(s) may interact with PIA Representative and
deliver reports and other confidential information developed as part of the Work/Services.
6.3 PIA’s Representative(s) will interact and consult with the Consultant during the performance
of the Work/Services. All instructions given by PIA’s Representative(s) consistent with the
provisions of the Contract shall be deemed to be those of PIA and shall be complied with. The
presence or action(s) of PIA’s Representative(s) shall not relieve the Consultant from its
responsibility for compliance with all its obligations under the Contract.
ARTICLE 7: RECORDS AND REPORTS
7.1 The Consultant undertakes and agrees that it shall maintain and retain true and complete
records, as required under the laws of Pakistan, of all operations under or relevant to the
Contract and shall keep PIA’s Representative(s) fully informed regarding the progress and
performance of the Work/Services as and when required by PIA. The Consultant further
undertakes and agrees that it shall deliver written reports, data, models, Proprietary
Information and any other document required for the adequate performance of the
Works/Services hereunder to be delivered at appropriate times or as requested by PIA
throughout the course of carrying out the Works/Services in both the hard and soft forms
(source file/editable). All documents delivered to the PIA and/or required to be delivered
under this Contract shall at all times be the property of PIA.
7.2 The Consultant undertakes and affirms that it shall supply to, or make available for inspection
by, PIA or its Representative(s), either at PIA’s offices or Consultant’s premises, such data, and
information, which shall include but is not limited to: reports, workings, financial models,
forecasts, projections, account, record, information, intelligence or any appropriate form of
deliverable, as may be required by PIA regarding Consultant’s compliance with the provisions
of the Contract.
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ARTICLE 8: TAXES
8.1 The Consultant acknowledges, undertakes and agrees that it assumes full and exclusive
liability and agrees to pay all prevailing and future taxes and duties (local, provincial and
federal), licenses, charges and fees, in accordance with Applicable Laws. The Consultant
agrees to require the same agreements from all or any of its Sub-Contractors and to be liable
for, and indemnify PIA from, any breach of such agreements by such Sub-Contractors. The
Consultant agrees to reimburse PIA on demand for all such taxes, fees, licenses and charges
which PIA may be required or deem it necessary to pay on account of the agents, employees
and Representatives of Consultant or its Sub-Contractors.
8.2 Imposition of any new taxes or duties or increase in existing taxes and duties shall be cost of
the Consultant.
8.3 The rates of compensation given in this Contract shall cover and include the Consultant’s
entire compensation for payment of all taxes, fees, subscriptions, licenses, permits and
charges enacted, levied or assessed on the Consultant by any governmental authority
incidental to the performance of the Work/Services and/or furnishing of equipment and/or
materials by the Consultant under the Contract; and no additional amount will be paid to the
Consultant for or on account of the Consultant’s payments of or liability for any such taxes,
fees, licenses and charges.
8.4 The Consultant agrees to comply with all legal requirements under the Applicable Laws
including but not restricted to registration under the applicable laws with the concerned
authorities, filing of statutory returns with relevant authorities, payment of all taxes and the
making available to the tax authorities for all information and documentation called for,
thereby from time to time. If required pursuant to any law for the time being in force, the
Consultant agrees to register with relevant governmental and tax authorities prior to
conducting the Work/Services hereunder.
8.5 PIA will withhold/deduct tax on payments made to the Consultant for work/services under
this Contract at the applicable rates under the Applicable Laws unless the Consultant presents
to PIA exemption or reduced rates certificate from the Federal Board of Revenue (FBR) prior
to any payment(s) under the Contract in which case withholding tax will not be deducted or
deducted at the reduced rate specified.
ARTICLE 9: PENALTIES
9.1 The Consultant undertakes and agrees that it shall be responsible for and shall pay any fines
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and penalties it may have incurred due to its failure to comply with the requirements of the
Applicable Laws when carrying out the Work/Services.
9.2 Without derogating from the Consultant’s obligations under this Article, PIA reserves the right
to withhold from payment due to the Consultant hereunder any and all taxes and duties that
PIA may be required to withhold in accordance with any Applicable Laws and/ or in the event
that PIA has reasonable grounds to believe that the Consultant is in breach of any of its
obligations under this Article.
9.3 PIA will provide the Consultant with receipt(s) or other documentary evidence detailing
deposit or payment of any taxes withheld under provisions of this Article.
9.4 If requested by PIA or where required by any competent legal or regulatory authority, the
Consultant shall provide evidence of the payment of all taxes, duties contributions and
deductions pursuant to this Article. In addition, upon request by PIA, the Consultant shall
provide satisfactory documentary evidence of the employment status and/or place of tax
residency of the employees and agents of the Consultant.
9.5 The Consultant agrees that its liabilities under this Article shall survive upon termination.
ARTICLE 10: COORDINATION & REPORTING PROCEDURE
10.1 The liaison between the Consultant and PIA and their Representatives shall be through emails,
faxes, and letters and coordination meetings as requested by Parties.
ARTICLE 11: APPLICABLE LAWS
11.1 The Consultant shall perform Work/Services in accordance with the Applicable Laws,
accepted codes, standards and generally accepted practices of the industry.
11.2 The Consultant shall comply with all Applicable Laws and requirements of Governmental
agencies in force during the term of the Contract under whose jurisdiction Work/Services is
being performed including all laws and procedures relating to security clearance of personnel
and for the Work / Services at its cost and expenses.
11.3 Unless specifically stated to the contrary, the Consultant shall conform to applicable sections
of latest revisions of codes and standards in force. Conflicts between reference codes and
standards; code or standard establishing more stringent requirements shall be followed.
ARTICLE 12: RESPONSIBILITIES OF PIA AND PIA'S REPRESENTATIVE
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12.1 PIA shall designate and/or appoint a PIA's Representative to act on its behalf information of
which will be communicated in writing to the Consultant, with respect to the following, if
applicable:
(i) Review of all Work/Services performed by the Consultant;
(ii) Give approvals, as may fall within its purview, connected with performance of the
Work/Services; and
(iii) Acceptance of Consultant’s Work/Services and/or deliverables.
12.2 PIA shall have the right to change its Representative at any time and the Consultant shall be
advised in writing of such change. In case the PIA replaces the PIA's Representative, PIA shall
appoint another PIA's Representative and notify the Consultant within seven (7) working days
of affecting this replacement. PIA or PIA's Representative shall have the right to designate and
appoint in writing any other representative to act for him with respect to any of the foregoing.
PIA may maintain its authorized personnel to assist the PIA's Representative in performing
the above set forth duties.
12.3 PIA shall, at all times, hold the Consultant harmless from and indemnified against any claim,
demand, action or proceeding brought or instituted against the Consultant in result of PIA’s
sole and direct negligence or default in connection with or arising out of related to this
Contract, provided that PIA shall not be liable under this Article to the Consultant to the extent
that any such losses, claims, damages, liabilities or expenses result from the willful
malfeasance or gross negligence of the Consultant or its Sub-Contractors; provided further
that the PIA shall not be liable for indirect or consequential losses or damages or to any Third
Parties; provided further the aggregate liability of PIA under this Article shall under no
circumstances exceed the aggregate remuneration received by the Consultant from PIA in
terms of this Contract till the time of such loss or damage.
ARTICLE 13: APPROVALS, ACCEPTANCE AND COMPLETION OF WORK
13.1 The Work / Services shall be commenced by the Consultant immediately upon Signing of this
Contract and as per timelines provided in PIA.
13.2 The Consultant agrees and undertakes that it shall upon completion of various components
of the Work/Services submit deliverable(s) as detailed in their respective proposal under this
Contract for PIA’s approval. PIA shall be required to give its approval in writing or provide
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comments within 15 working days from receipt of such deliverable.
13.3 Approval by PIA / PIA Representative of any Work/Services shall not relieve the Consultant in
any manner of its obligations under the Contract, particularly those relating to the
performance warranties, guarantees and professional liabilities. Notwithstanding any
payment made under Article 18 by PIA against the Work/Services performed by the
Consultant, shall not relieve the Consultant of its obligation to complete and deliver the
Works/Services to the satisfaction of PIA.
13.4 Work/Services shall be completed upon submission by the Consultant and acceptance of
deliverables by PIA within completion time given in their proposal. PIA shall inform the
Consultant about the inadequacies and shortcomings in Works/Services and/or deliverables.
On receipt of intimation of shortcomings in Work/Services, the Consultant shall remedy the
shortcomings and re-submit the relevant Works/Services within agreed timelines. Upon its
satisfaction as to the quality and completeness of such Works/Services, PIA shall give its
approval in writing to the Consultant within 15 days of receipt of revised Work/Services, if no
further shortcomings or inadequacies are identified. PIA shall be entitled to withhold the
payment of invoice(s) for Work/Services not accepted by it or with regard to which the
Consultant has been notified to remove the shortcomings/deficiencies/defects. Upon receipt
of satisfactory Work/Services, the payment of invoice(s), if any, withheld by PIA shall be
released.
ARTICLE 14: INSURANCE REQUIREMENTS
14.1 The Consultant, Sub-Contractors and their personnel shall be responsible for their own
insurance and shall take out and maintain upon commencement of Work/Services under this
Contract, sufficient liability insurance (including workmen compensation professional liability,
Third Party risk insurance) or will be adequately self-insured to provide for the risks incurred by
providing the Work/Services and shall comply with all relevant insurance laws of Pakistan.
14.2 Any deductibles from cover under any of the insurances specified in this Article shall be borne
by the Consultant in the event of a claim. The Consultant shall forthwith, on request of PIA,
provide details of the amount of all said deductibles.
14.3 All the insurance policies in this Article shall be so written or endorsed to provide that the
insurance company shall have no right of recovery against PIA, its representative(s), affiliates,
co-ventures, or any of their personnel.
14.4 The Consultant shall cause every Sub-Contractor employed by it to obtain insurance of types
and amounts necessary to cover risks inherent in the work of the particular Sub-Contractors.
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ARTICLE 15: JOINT AND SEVERAL LIABILITY
15.1 Notwithstanding anything to the contrary contained in the Agreement, the Consultant shall
be jointly and/or severally liable for breach of any obligations contained in this Contract, and
for all legal liabilities arising out of or in connection with the performance, or otherwise, of the
Consultant’s obligations under this Contract. Notwithstanding anything contrary contained in
the Agreement, the partner/members of the Agreement shall ensure no further change in the
structure of the agreement during the Term of the Contract. In case of any change during the
Term, PIA may have the option to terminate this Contract.
ARTICLE 16: PROFESSIONAL LIABILITY
16.1 The Consultant shall be liable for the consequences of errors and omissions on its part or on
part of its employees and/or on part of its Sub-Contractors.
16.2 Notwithstanding anything contained in Article 16.1 and in any case subject to limitation of
Consultant’s aggregate liability according to Article 17, the Consultant is liable for all losses or
damages suffered by the PIA on account of misconduct, deceit or fraud by the Consultant or
any of its employees or Sub-Contractors in the discharge of their responsibilities pursuant to
the Contract with the PIA.
ARTICLE 17: LIMITATIONS OF LIABILITY & INDEMNITY
17.1 Notwithstanding any other clause of this Contract, neither Party is liable to the other in
contract, in tort, (including but not limited to negligence) in equity, by operation of statute or
under any Law or otherwise for any kind of:
(i) Indirect or consequential loss or damage
(ii) Loss of opportunity
(iii) Loss of revenue
(iv) Loss of profit or anticipated profit
(v) Loss of contracts
(vi) Loss of goodwill
(vii) Loss arising from business interruption
17.2 The aggregate liability of the Consultant in respect of any claim arising out of or in connection
with this Contract, the Work/Services, the Project or otherwise, whether arising in contract
(including but not limited to warranties and implied warranties), in tort (including but not
limited to negligence), in equity, by operation of statute or otherwise is limited to 100% of
the value of the work/Services. The Consultant, however, shall remain liable to re-perform its
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Work/Services to rectify such deficient Work/Services as notified by PIA at no additional cost
to PIA. In addition to the above, the Consultant agrees that it shall bear all costs and damages
which results from the late or improper performance of Work/Services.
17.3 The liability of the Consultant and the PIA to each other whether arising in contract, in tort
(including but not limited to negligence), in equity, by operation of statute or under any Law
or otherwise will be reduced proportionately to the extent that a breach of contract, the
failure to comply with a Law, or the negligent act or omission of a Party or its consultants,
agents or other contractors contribute to the loss, damage, costs, claims, liability, expense,
outgoing or payment incurred by the other Party.
ARTICLE 18: CONTRACT PRICE
18.1 The lumpsum rates for the services detailed in Scope of Services/Terms of Reference
(inclusive of all taxes and out of pocket expenses) will be in the manner as specified in
Appendix C. The lumpsum rates shall remain fixed during the Term of the Contract and no
revision shall be made whether solicited or not. The payment will be made as per the
milestones and the same shall be based on the lumpsum rates mentioned at Appendix C. The
payment shall be made as per Article 19 according to deliverables as specified in the RFP. Any
changes/additional work shall be invoiced as agreed between PIA and Consultant based on
the procedure defined in Article 19.
18.2 The Consultant shall submit its error free invoice(s) in duplicate to the PIA, along with
supporting documents, wherever applicable, which shall be paid by the PIA within thirty (30)
days after acceptance of the respective invoice.
ARTICLE 19: INVOICING AND PAYMENT
19.1 The Consultant shall raise error free invoices for the completed Work/Services as per agreed
milestones as elaborated in Appendix C.
19.2 Invoices shall be raised on monthly basis. PIA shall retain 10% of the value of each monthly
invoice and shall release the same upon completion of the Work/Services and acceptance of
the deliverable. For other Work/Services not extending for a period more than a month,
invoice shall be raised and paid upon completion of the Work/Service and acceptance of
deliverable by PIA. Each invoice shall detail the Work/Services undertaken along with the
necessary attachments to substantiate the work claimed for payment.
19.3 Each Invoice shall be based on the milestone approved by PIA.
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19.4 All invoices and supporting documents (deliverables) shall be in English language or officially
translated into English language.
19.5 All payments to the Consultant will be made in Pak Rupees (PKR) after deductions of all
applicable taxes, duties, levies etc. in Pakistan.
19.6 PIA shall not entertain any invoice(s) received after sixty (60) days of acceptance of
corresponding deliverable by PIA.
19.7 Each invoice shall be signed by the authorized representative of the Consultant and clearly
state:
(i) Details of the deliverables/milestone achieved; and
(ii) The bank account number of the Consultant and name and address of bank to which
payments are to be made.
19.8 If PIA disputes any invoice submitted by the Consultant, it shall inform the Consultant in writing
within 10 days of receipt of invoice. The Parties shall, within fifteen (15) days from the date of
intimation by PIA seek to resolve the dispute amicably.
19.9 All payments under the Contract shall be subject to the Applicable Laws.
ARTICLE 20: CHANGES IN WORK
20.1 It is intended that Consultant’s performance under this Contract shall include everything
requisite and reasonably inferable as necessary to complete the entire scope of
Works/Services on time and with accuracy notwithstanding the fact that every item
necessarily involved may not be specifically mentioned. Details of work which are not
indicated by the specifications shall be performed by the Consultant if such details are
necessary to complete the general intent of this Contract. It is understood that the intent of
the Contract is to relieve PIA of the necessity of engaging or obtaining any additional services
to complete the Consultant’s assignment. Any such required work which is not already
explicitly stated in the Scope of Services/Terms of Reference will be performed by the
Consultant.
20.2 PIA may request or approve changes within the Scope of Services/Terms of Reference through
Change Orders. In the event that any such change results in an increase in the time for
completion of the work, Consultant shall inform the PIA in writing about the envisaged
changes, which shall be negotiated and mutually agreed by the Parties before the
commencement of Work/Services.
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ARTICLE 21: GUARANTEES AND WARRANTIES
21.1 The Consultant warrants, agrees and guarantees that the Work/Services shall conform to the
Contract and that the Work/Services shall be complete in every detail to the satisfaction of
PIA and free from defects.
21.2 In the event of any deficiency in the Work/Services provided by the Consultant and for any
other breach of its obligations under this Contract unless otherwise provided elsewhere in
this Contract, the Consultant agrees and undertakes to correct any shortfall or inadequacy in
its Work/Services to the satisfaction and at no additional costs to PIA.
21.3 The Consultant warrants and guarantees due performance of all its obligations under the
Contract in accordance with best practices and generally accepted industry standard.
ARTICLE 22: ASSIGNMENT
22.1 PIA shall have the right to assign this Contract, either in whole or in part, by giving written
notice to Consultant. The assignee(s) shall take the place of PIA and succeed to its rights and
obligations as from the date of assignment. The Consultant affirms and agrees to procure all
necessary insurance policy endorsements relating to the Contract so that the Assignee has the
same rights under such policies as PIA.
22.2 The Consultant shall not assign this Contract or its rights or obligations under this Contract;
provided:
(i) the Consultant shall be entitled to delegate any part of the Work/Services to its Sub-
Contractor with the prior written consent/approval of PIA; and
(ii) Such delegation shall not relieve the Consultant from any of its liabilities or obligations
under this Contract.
22.3 In the event the Consultant assigns the Contract or sub-contracts any Work/Services without
consent/approval of PIA, the Consultant affirms and agrees that PIA shall have the option to
terminate the Contract.
ARTICLE 23: INTELLECTUAL PROPERTY RIGHTS
23.1 The Consultant acknowledges and agrees that all or any invention, whether patentable or un-
patentable, which is made, conceived or first actually or constructively reduced to practice by
Consultant during the term of the Contract, either in response to directions by PIA, or as the
solution to any problem relating to the Work/Services either raised by PIA or recognized by
Consultant as a result of the performance of the Work/Services, or in furtherance of any
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research program of PIA relating to the Work/Services, or wholly or partially based on or
derived from confidential information received by Consultant from PIA shall belong to PIA and
the Consultant shall promptly disclose each such invention to PIA.
23.2 The Consultant acknowledges and agrees that all copyrightable material prepared by
Consultant for use by PIA or its Affiliates in any medium whatsoever, in connection with the
Contract, shall be the sole property of PIA.
23.3 In addition to any other indemnifying provision contained herein, the Consultant represents
and warrants that the use of any procedures, system, software or process furnished by the
Consultant and used in the Work/Services do not infringe on any license, patent or other trade
secret which has been issued or applied for, and the Consultant agrees to protect, defend,
indemnify and hold PIA, its directors and employees harmless from and against any and all
claims, losses, costs, demands, damages, suits, judgments, penalties, liabilities, debts,
expenses and causes of action and every other claim or litigation (including all costs thereof
and attorney’s fees) of every kind and character whether known or unknown, whether
predating the Contract or not, made by or arising in favor of any patentee, licensee or claimant
of any right or priority to such procedures, system, software or process, or the use or
construction thereof, which may result or arise from furnishing or their use in connection with
the Work/Services.
ARTICLE 24: TREATMENT OF PROPRIETARY INFORMATION
24.1 As used herein, the term "Proprietary Information" shall mean all information which the
Consultant acquires or requires from PIA, directly or indirectly and any information/data
generated during the work including, without limitation, information concerning all facilities
where the Work/Services are to be undertaken, information concerning the present and
future business plans of PIA, information about the development execution and operations
of all such facilities and other information provided by PIA and any expertise shared by PIA,
relating to Work/Services except information falling into any of the following categories :
(i) Information which, at the time of the disclosure hereunder, is in the public domain.
(ii) Information which, after disclosure hereunder, enters the public domain except where
such entry is the result of Consultant's breach of the Contract.
(iii) Information which, prior to disclosure hereunder, was already in Consultant's knowledge
without limitation from disclosure to others.
(iv) Information obtained by the Consultant from a Third Party which is lawfully in possession
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of such information and not subject, to a contractual or fiduciary relationship with PIA
with respect to said information, provided however, the Consultant may use such
information in accordance with the terms under which it was provided.
24.2 The Consultant represents that it has a policy and procedure designed to protect the
confidential information, rights of its own Proprietary Information, including notices to its
employees to prevent unauthorized Publication. Upon completion of the work, and disclosure
of such information the Consultant agrees that such proprietary information shall be subject
to such policy and procedure specifically and shall not be disclosed to any Third Party:
(i) The Consultant agrees that it will not disclose any Proprietary Information to any third
person nor use such Proprietary Information other than for the purposes of this Contract
and on behalf of PIA except as PIA may otherwise authorize in writing.
(ii) If disclosure to a Third Party is so authorized, the Consultant shall enter into a
confidentiality agreement with said party containing provisions in pari materia to this
Article.
24.3 The Consultant further agrees to take all reasonable precautions to safeguard any documents
which PIA may supply to the Consultant hereunder. Except for such documents as may be
restricted by the Applicable Laws to be copied, the Consultant may make copies of such
documents only to the extent necessary for Consultant's performance of the Work/Services,
and the Consultant agrees to return to PIA all original documents supplied by PIA (except for
a single copy for its own record).
24.4 The Consultant acknowledges and agrees that all public relations matters arising out of or in
connection with the Work shall be the sole responsibility of the PIA, Consultant shall obtain
prior approval of PIA with respect to the text of any announcement of publication, provided
no prior approval shall be required in respect of the Consultant’s internal Company
publications concerning the Work made by, or on behalf of the Consultant.
ARTICLE 25: INTEGRITY PACT
25.1 The 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 Pakistan
(GoP) or the PIA or any administrative subdivision or agency thereof or any other entity
owned or controlled by GoP through any corrupt business practice.
25.2 Without limiting the generality of the foregoing, the Consultant represents and warrants that
it has fully declared the brokerage, commission, fees etc. paid or payable to anyone and not
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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 the object of obtaining or inducing the procurement of a
contract, right, interest, privilege or other obligation or benefit in whatsoever form from GoP,
except that which has been expressly declared pursuant hereto.
25.3 The 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 transaction with the PIA and has not
taken any action or will not take any action to circumvent the above declaration,
representation or warranty.
25.4 The 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 or procured as aforesaid shall,
without prejudice to any other rights and remedies available to PIA under any law, contract
or other instrument, be voidable at the option of the PIA.
25.5 Notwithstanding any rights and remedies exercised by the PIA in this regard, the Consultant
agrees to indemnify the PIA for any loss or damage incurred by it on account of its corrupt
business practices and further pay compensation to the PIA in an amount equivalent to ten
times the sum of any commission, gratification, bribe, finder’s fee or kickback given by the
Consultant as aforesaid for the purpose of obtaining or inducing the procurement of any
contract, right, interest, privilege or other obligation or benefit in whatsoever form from the
PIA.
ARTICLE 26: SUSPENSION
26.1 PIA, may in its discretion or if Consultant has failed to perform any of its material obligations
under this Contract or any of the Works/Services provided is unsatisfactory to the PIA or in
the event of any other situation that has arisen which, in the reasonable opinion of the PIA,
interferes, or threatens to interfere, with the successful carrying out of the Works/Services or
the accomplishment of the purposes of this Contract suspend the Works/ Services by giving
notice thereof. Nothing in this Article shall affect payment for the Work/Services accepted by
PIA prior to such suspension.
26.2 The Consultant may suspend its obligation to perform the Works/Services under this Contract
by giving an advance notice to PIA in writing in terms of this Contract, in the event that
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payments due to Consultant in terms of this Contract are not received by the Consultant for
a period of thirty (30) calendar days following the date PIA has received the undisputed invoices
in terms of this Contract. However, such suspension shall ipso facto terminate upon the due
payment having been received by the Consultant.
ARTICLE 27: TERMINATION
27.1 This Contract will be terminated upon completion of the Term unless otherwise agreed by the
Parties.
27.2 In the event that the Work/Services are suspended for a continued period of a considerable
time either Party may at any time by giving one (1) month notice in writing to the other Party
to that effect, terminate this Contract.
27.3 PIA may, at its sole discretion and for any reason whatsoever, terminate this Contract at any
time by giving not less than thirty (30) days' prior written notice to the Consultant.
27.4 If the Consultant materially breaches any of its obligations under the Contract and such
material breach is not remedied, or the Consultant has not demonstrated that he is making
reasonable attempts to remedy such breach, to the reasonable satisfaction of PIA within
fourteen (14) days of written notice having been given by the PIA, then PIA may terminate
this Contract without any further written notice.
27.5 Upon termination of this Contract under this Article, the Consultant shall take immediate
steps to terminate the Works/Services in a prompt and orderly manner, reduce losses, and
keep further expenditures to a minimum. Upon termination of this Contract (unless such
termination shall have been occasioned by the material breach of the Consultant), the
Consultant shall be entitled to be paid fees for Work performed, in accordance with the
Appendix C, taking into account the proportional amount of Work undertaken. Upon
termination of this Contract, all work in progress and related material shall be handed over
to PIA.
ARTICLE 28: TITLE
28.1 The title to all Works/Services and deliverables produced by the Consultant shall pass to PIA
at acceptance or upon termination of the Contract.
28.2 All deliverables and underlying data, information, reports, intelligence etc. furnished by the
Consultant in the course of, or as a result of, performing the Work/Services covered under
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the Contract shall be the property of PIA and may be used by PIA for any other purpose.
ARTICLE 29: FORCE MAJEURE
29.1 For the purposes of this Contract, "Force Majeure" means an event or circumstance which is
beyond the reasonable control of a Party, and which makes a Party's performance of its
obligations under this Contract impossible, and includes, war, riots, civil disorder, security
risks, earthquake, fire, explosion, storm, flood or other adverse weather conditions, strikes,
lockouts, other industrial action or any sanction or restriction imposed by any governmental
authority or body within or outside Pakistan which has a material adverse effect on the ability
of the Consultant to carry out the Works/Services. Force Majeure shall not include:
(i) Any action or failure to take action by a Party;
(ii) Any event which is caused by the negligence or willful act or omission of a Party or that
Party’s Sub-Contractors or personnel or agents or employees; and
(iii) Any event which a diligent Party could reasonably have been expected both:
a. To have taken into account at the time of the Effective Date of this Contract; and
b. To have avoided or overcome in the course of carrying out its obligations under
this Contract.
29.2 A Party seeking relief under this Article shall notify the other Party forthwith of a
circumstances or event of Force Majeure and shall furnish such relevant information as is
available relating to such event.
ARTICLE 30: ARBITRATION
30.1 Any dispute or difference between the Parties as to matters arising from, related or pursuant
to this Contract which cannot be settled amicably within thirty (30) calendar days after receipt
by one Party of the other Party’s request for such amicable settlement, may be referred to
arbitration for settlement under the Arbitration Act, 1940 and the Rules made thereunder by
three arbitrators appointed in accordance with the said Rules. The arbitration shall take place
in Karachi or Islamabad. The proceedings shall be held in the English language. The resulting
award shall be final and binding on the Parties and shall be in lieu of any other remedy.
ARTICLE 31: GOVERNING LAW
31.1 This Contract (including any questions relating to its interpretation) shall be governed by and
construed in accordance with the laws of Islamic Republic of Pakistan.
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The Courts at Karachi shall have the exclusive jurisdiction to try any matter arising out of,
relating to and in connation with this Contract.
ARTICLE 32: NOTICE
32.1 Any notice or request required or permitted to be given or made under this Contract shall be
in writing in the English language. Such notice or request shall be deemed to be duly given or
made when it shall have been delivered by hand, mail, facsimile to the Party to which it is
required to be given or made at such Party's address specified below or at such other address
as the parties may specify in writing.
Pakistan International Airlines
xxx – Pakistan.
Phone: 92-21-
FAX: 92-21-
E-mail: [●]
For the Consultant Address: [●]
Phone: [●]
FAX: [●]
E-mail: [●]
ARTICLE 33: PERFORMANCE BOND
33.1 The Consultant shall furnish a performance bond to PIA in the form of a bank
guarantee/security deposit issued by a Scheduled Bank in Pakistan to an amount equal to 10%
of total contract value. The performance bond shall cover the discharge of obligations and
responsibilities specified in the Contract. Failure to furnish the performance bond at the
signing of the Contract will entitle PIA to consider the Consultant as having abandoned the
Contract and to this effect forfeit the bid bond. The performance bond shall be valid for 30
days beyond the Term of the Contract. The performance bond shall be in accordance with the
prescribed format provided by PIA.
33.2 Advance payment required by the Consultant for any milestone would be backed up by the
Consultant’s equal amount of Bank Guarantee issued by a Scheduled Bank in Pakistan.
33.3 Bank Guarantee will be returned when Work corresponding to milestone is completed and
accepted by PIA,
33.4 PIA reserves the right to forfeit the Performance Bond in case the liquidated damages, as
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enunciated in Article 3.12, reaches its maximum limit or any breach of the Contract by the
Consultant due to which respective project suffers any kind of loss/damages and/or delays or
fail to perform etc.
ARTICLE 34: MISCELLANEOUS
34.1 This Contract together with all the Appendices attached hereto is intended by the Parties as
the final expression of the Contract, subject to any accrued rights and the survival of Article 15
on the termination of this Contract. This Contract may be amended by a mutual agreement
between the parties. All such amendments shall be in writing signed by the duly authorized
representatives of the Parties
34.2 Time shall be of the essence of this Contract. No failure or delay of either Party hereto in
exercising any right or remedy hereunder shall operate as a waiver thereof nor will any single
or partial exercise of any right or remedy preclude any other or further exercise of any right
or remedy. The rights and remedies provided in this Contract are cumulative and not exclusive
of any rights and remedies provided by law.
34.3 Each of the provisions of this Contract is severable and distinct from the others and if at any
time one or more of such provisions is or becomes invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
34.4 No failure or delay on the part of any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
rights, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights, powers and remedies herein
expressly provided are cumulative and not exclusive of any other rights, power and remedies,
which the parties would otherwise have.
34.5 If any provision hereof is rendered invalid or unenforceable in any jurisdiction then:
(i) to the fullest extent permitted by law, the other provisions hereof shall remain in full
force and effect in such jurisdiction and the parties agree to carry out the agreements
contained herein to give effect as near as possible to the original intention of the invalid
or unenforceable provision and
(ii) The invalidity or unenforceability of any provisions hereof in any jurisdiction shall not
affect the validity or enforceability of such provisions in any other jurisdiction. SIGNATORIES
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IN WITNESS whereof the Parties have executed this Contract in two (2) original copies the Day,
month and Year first written in Islamabad, Islamic Republic of Pakistan.
For and on behalf of For and on behalf of
PAKISTAN INTERNATIONAL AIRLINES CONSULTANT
In the Presence of: In the Presence of:
Witness 1:________________ Witness 1:________________
Witness 2: ________________ Witness 2: ________________
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APPENDIX A: SCOPE OF SERVICES/TERMS OF REFERENCE
{Refer to Section-A of RFP}
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APPENDIX B: DELIVERABLES
The Consultant will submit the reports, workings, financial model, forecasts, projections, account,
record, information, intelligence or any other appropriate form of deliverable required by PIA in
connection with the services as detailed in Appendix A of this contract.
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APPENDIX C: Payment Schedule
Milestone based payment schedule and other terms, including penalties in case of poor/non/underperformance, agreed between PIA and Consultant will be inserted here.