BID NOTICE FOR SUSTAINABLE ENERGY FOR PAKISTAN (SEP) USAID PROJECT
Tetra Tech ES, Inc. is the prime implementer for USAID’s Sustainable Energy for Pakistan (SEP) Project. Tetra Tech is providing assistance to the Government of Pakistan to substantially reform and enhance the capacity of the power grid to integrate renewables and attract additional private investment. One of SEP’s key outcomes is to support increased private investment in the provision and delivery of clean energy generation in Pakistan and its transition to an open, competitive power market in Pakistan.
Under this specific RFP, Tetra Tech’s office in Islamabad, Pakistan is seeking a local law firm to provide legal services to assist renewable energy projects achieve financial closing in a timely manner.
Tetra Tech ES, Inc reserves the right to accept or to reject, any or all Quotations without assigning any reason.
Statement of Work
SEP seeks the services of a seasoned and qualified Pakistani law firm to provide legal services via a designated ‘Legal Team’ to support the implementation of the above-mentioned project outcomes, and to provide necessary legal support to the international law firm already engaged for project implementation. SEP will execute a subcontract with the selected firm, hereinafter referred to as the ‘Subcontractor’.
In the delivery of their services, the Subcontractor’s Legal Team will be required to work closely with SEP project staff, AEDB, and other GOP counterparts (and allied agencies), consultants and advisors associated with the SEP project. The Legal Team will report to SEP’s Chief of Party.
The Legal Team will provide legal advice and assistance, on specific assignments, related to clean and renewable energy projects and cover the following areas:
- The SOW involves the provision of legal support to enable projects in Categories 1 and 2 achieve FC and the design, legal support and implementation of a competitive award process leading to FC for projects in Category 3. SEP will help AEDB and allied agencies in reviewing and updating the standard project documents for categories I and II and the design and implementation of a competitive award process and modification of the security package for category III. The specific nature of assistance under each category is explained below:
o Category I: The legal team will need to review, negotiate, refine and integrate, as applicable, existing security package (Letter of Support (LOS), Energy Purchase Agreement, Implementation Agreement, Land Lease Agreements and other agreements) and modify them from an upfront tariff structure to a cost-plus structure. Also, the legal team will, in conjunction with the project finance and transaction advisor, review financing documents, Direct Agreements, Lenders Term Sheets, EPC contracts, and any other applicable agreement, document and contracts to make sure that they are consistent internally, legally compliant and the risk allocation conforms to international best practice as well as approved Government framework/policy. In addition, the legal team will also make sure that the documents comply with the LOS, LOI, NEPRA determinations, applicable government (GOP, Provinces, AJK, GB) regulations and laws. The legal team will also draft other necessary documents as directed.
There are 4 solar and 16 bagasse projects in category 1 and the legal work can be segmented into three tasks as under:
Ø Task A: Modification of the existing standard security package for solar projects from upfront tariff to a cost-plus tariff regime
Ø Task B: Modification of the existing standard security package for bagasse projects from upfront tariff to a cost-plus tariff regime
Ø Task C: Customizing of the revised standard security package for solar and bagasse projects for those transactions achieving financial close.
For Tasks A and B, please provide the expected level of effort in modifying the existing standard agreements in terms of hours, broken down by the required skill level (Partner, Senior Associate, Associate, Administrative/Clerical or something similar).
For Task C, since we cannot predict how many projects will achieve financial closing in category 1, please provide an estimate of the level of effort required to customize documents and provide legal support till financial closing, for a typical solar and bagasse transaction respectively. The estimate should be broken down by skill level.
o Category II: The legal team will need to review, negotiate, refine and integrate, as applicable, the existing security package (Letter of Support (LOS), Energy Purchase Agreement, Implementation Agreement, Land Lease Agreements and other agreements) and modify them from an upfront tariff structure to a cost-plus structure. Also, the legal team will, in conjunction with the project finance and transaction advisor, review financing documents, Direct Agreements, Lenders Term Sheets, EPC contracts, and any other applicable agreement, document and contracts to make sure that they are consistent internally, legally compliant and the risk allocation conforms to international best practice as well as approved Government framework/policy. In addition, the legal team will also make sure that the documents comply with the LOS, LOI, NEPRA determinations, applicable government (GOP, Provinces, AJK, GB) regulations and laws. The legal team will also draft other necessary documents as directed.
There are 6 solar, 2 bagasse and 15 wind projects in category 2 and the legal work can be segmented into two tasks as under:
Ø Task A: Modification of the existing standard security package for wind projects from upfront tariff to a cost-plus tariff regime. The modification for the solar and bagasse security package was covered under category 1 earlier.
Ø Task B: Customizing of the revised standard security package of those wind transactions that are moving towards a financial closing.
For Task A, please provide the expected level of effort in modifying the existing security package in terms of hours, broken down by skill level, as explained earlier.
For Task B, since we cannot predict how many projects will achieve financial closing in category 2, please provide an estimate of the level of effort required to customize documents and provide legal support till financial closing, for a typical wind transaction. The estimate should be broken down by skill level.
o Category III: In this category, the legal team will work on the following three tasks:
Ø Task A: Support to AEDB and SEP in the design and implementation of the Competitive Bid Process: The Legal Team will support the drafting, review and finalization of Expressions of Interest (EOI), RFPs, bidding documentation and other related documents and procedures for renewable energy power generation procurement based on competitive solicitations. The Legal Team will also assist in the implementation of the competitive procurement process beginning with the distribution of the EOI, pre-qualification process, solicitation of proposals, award and achievement of financial closing of the projects.
Ø Task B: Conversion of Agreements: The Legal Team will convert the standard security packages for wind, solar, bagasse finalized in categories 1 and 2 from bipartite to tripartite agreements as per direction from the GOP. Also, the legal team, in conjunction with the project finance and transaction advisor, will review financing documents, lender term sheets, any Direct Agreements, EPC Contract and any other applicable agreements, documents and contracts to make sure that they are consistent internally, legally compliant and the risk allocation conforms to international best practices as well as approved Government framework/policy. In addition, the Legal Team will also make sure that the documents comply with the LOS, LOI, NEPRA determinations and government (GOP, Provinces, AJK, GB) regulations and laws.
Ø Task C: Project specific support to customize documents and provide legal support for each transaction selected through the competitive bid process to financial closing.
For Task A, please provide the expected level of effort in the design and implementation of the Competitive Bid Process in terms of hours, broken down by skill level, as explained earlier.
For Task B, please provide the expected level of effort in conversion of the agreements from a bipartite to tripartite agreements in terms of hours, broken down by skill level, as explained earlier.
For Task C, since we cannot predict how many projects will be selected through the competitive procurement process and achieve financial closing in category 3, please provide an estimate of the level of effort required to customize documents and provide legal support till financial closing, for a typical wind, solar and bagasse transaction. The estimate should be broken down by skill level.
- Contribute to presentations and other reports for GOP, USAID and stakeholders, and participate and assist AEDB, USAID and SEP at relevant meetings and forums. The compensation for this Level of Effort will be billed on an hourly basis as per the negotiated hourly rates
- Any other task requested by SEP, to the Law Firm, e.g. Preparation and Review, as applicable of Standard Wheeling Agreement and Sale and Purchase Agreement of Power on a B2B basis, the compensation for these tasks will be negotiated separately.
The Legal Team
· The Subcontractor must be a reputable, top-tier Pakistani law firm licensed to practice law in Pakistan with the necessary qualified staff and established track record in the areas listed above for providing support to SEP and relevant stakeholder entities in relevant legal, regulatory, or contractual matters, as and when required.
· The Subcontractor’s Legal Team should have the capability to deliver the above scope of services. The team members must hold degrees in law from recognized institutions and be licensed to practice in Pakistan with at least 10 years of relevant experience in the energy, regulatory and infrastructure sectors, including commercial renewable energy projects. SEP reserves the right to approve individual members, and any changes thereafter, in the Team.
· The Subcontractor will nominate a Team Leader who (individually or through a nominee) will be the single point-of-contact for SEP and responsible for all matters associated with the assigned tasks, deliverables and communications.
· The Legal Team should comprise of members with strong knowledge of, and experience in, Pakistan’s energy and business environment, including renewable energy.
· The Legal Team must be fully conversant with relevant policies, regulations, rules, agreements and laws of Pakistan as applicable to specific segments of the energy sector relevant to the defined scope and range of SEP activities and outcomes. Good knowledge of regulatory frameworks and related agreements in the energy sector in both developed and other developing countries will be strongly preferred. Hands-on experience of commercial and operational aspects of energy sector transactions, structuring of transactions, contracts, tariffs and regulatory permitting is essential.
· The Legal Team must demonstrate competence related to the above services based on demonstrable recent experience, and individuals must possess superior written and spoken English language skills. Prior experience with USAID contracts will be preferred but is not mandatory. The principal members of the Legal Team should be available to facilitate professional interaction with the SEP team and relevant stakeholders, as and when required.
· The Subcontract will include confidentiality provisions with respect to the handling and management by the Subcontractor and Legal Team of project-related information provided, obtained and/or developed during this engagement though suitable non-disclosure agreements (NDAs).
· The Subcontract will include conflict of interest (COI) provisions whereby the Subcontractor and/or members of the Legal Team may not represent any party, or be part of any other engagement, which may potentially conflict with this assignment.
· Compensation will be based in accordance with USAID policies, rules and procedures applicable to subcontracts. The actual structure of the compensation, fixed price vs. time and materials, will be finalized after a discussion with the competing Law Firms. As a first step, please provide the billing rates for the team members expected to work on this assignment, with a preliminary estimate of the hours required by each skill level for execution of work in categories I, II and III on a part by part basis.
Period of Performance: One year from the date of award and with possible extension if required by SEP project.
Place of Performance: The primary place of performance for legal services is Islamabad, Pakistan, where the SEP Office is located, and it is preferable that the firm should also maintain an office there. Limited travel may be required for work purposes, subject to the nature of the assignment. The firm should be registered and licensed to operate in Pakistan.
Illustrative Long-Term Services: can include, but not be limited to, the following:
i. Assisting AEDB in processing of RE projects in line with the RE Policy 2006 and as per the decisions of the CCOE.
ii. Review of existing standard security documents, including but not limited to Energy Purchase Agreement (EPA) and Implementation Agreement (IA) for any modifications required in view of NEPRA’s tariff determinations, Grid Code amendments and any other applicable rule / regulation.
iii. Review and negotiation of security documents with IPPs for finalization and execution including but not limited to EPA, IA, Direct Agreements, Term Sheet approval and Guarantee.
iv. Provide assistance to AEDB in day to day matters / issues arising while processing of IPP projects till achievement of Financial Closing, including but not limited to, coordination with public sector entities and provincial governments.
v. Provide assistance to AEDB in day to day matters / issues pertaining to all existing renewable energy IPP projects implemented under RE Policy 2006.