North Macedonia: Project Preparation and Tender of a New Natural Gas Distribution System - Legal Advisor

Location:

North Macedonia

Business sector:

Other

Funding source:

SFEBSF - EBRD Shareholders SF

Contract type:

Consultancy Services

Notice type:

Invitation for expressions of interest (CSU)

Issue date:

09 Jul 2020

Closing date:

14 Aug 2020   at  23:59   London

Access eSelection

Single Stage Open Competitive Selection – Request for

05/08/2020 THE DEADLINE FOR SUBMISSION OF PROPOSALS HAS BEEN EXTENDED TO 14TH AUGUST 2020

27/07/2020 THE DEADLINE FOR SUBMISSION OF PROPOSALS HAS BEEN EXTENDED TO 7TH AUGUST 2020

EBRD'S RESPONSE TO REQUESTS FOR CLARIFICATIONS ARE AVAILABLE VIA THE FOLLOWING LINK:

http://www.ebrd.com/documents/procurement/83895-clarifications.pdf

Project Description:

The Government of the Republic of North Macedonia (the “Government”), via its Ministry of Economy (the “MoE”), is developing a public-private partnership (“PPP”) for natural gas distribution system in North Macedonia (the “Project”).
The objective of the Project is to develop and secure an efficient and safe functioning natural gas distribution system. The Project shall be designed, built, financed, operated and maintained by a private partner (the Private Partner) selected by the MoE pursuant to a three-phase competitive dialogue procedure announced on the 13th of February 2020 (http://www.economy.gov.mk/Upload/Documents/Oglas%20-%20TD_distribucija%20en.pdf).

Assignment Description:

The European Bank for Reconstruction and Development (the “EBRD” or the “Bank”) intends to select and contract a legal advisor (the “Legal Consultant”) to support the financial and technical consulting company/companies (the “Lead Consultant”) to assist/advise the City on the preparation, organization and implementation of a tender for the proposed Project (the “Assignment”).

The selected Legal Consultant is expected to support the Lead Consultant (also supported by an E&S Consultant) to provide the following tasks:
- Inception
- Due Diligence and Project Preparation
(Legal Due-Diligence, Market Sounding, Risk Matrix, Financial Model, Project Structure, Technical Requirements and Project Definition, Insurance Requirements, Environmental and Social Studies, )
- Procurement
(Data room, Preparation of Procedures Documents, PPP Contract and its Annexes, Inviting Bidders’ Questions/Comments, Reviewing Bidders’ Comments and Issuing Responses, Preparation of Tender Procedures, Prequalification Process Management, Bidding process management, Evaluation of Bids/Selection of Preferred Bidder, Appeals Process, Formal Approval of Preferred Bidder)
- Negotiations
(Support to the MoE during the negotiations with the successful bidder and its lenders, when agreeing all amendments to Concession Agreement and conditions precedent)

Full Terms of Reference (TOR) of the Assignment can be found here:

http://www.ebrd.com/documents/procurement/83895-tors.pdf


2020 Feasibility Study Update:
http://www.ebrd.com/documents/procurement/83635-2020-feasibility-study-update.pdf
Duty of Care Warranty Deed:
http://www.ebrd.com/documents/procurement/83635-warranty-deed.pdf

Consultant Selection Procedure: Single stage open competitive selection. Interested firms or groups of firms are invited to submit a Technical and Financial Proposal.

Assignment Start Date and Duration: The Assignment is expected to start in July 2020 and has an estimated overall duration of 24-36 months. The Start Date will depend on the travel conditions and restrictions imposed by governments to combat the spread of the COVID-19 virus, in the countries the experts are required to travel to, if applicable, to ensure their safety.

Cost Estimate for the Assignment: EUR 400,000.00 (exclusive of VAT)

Interested Consultants must determine whether any VAT would be chargeable on the services and the basis for that determination, without taking into consideration the special status of the Bank as an IFI and state this to the Bank in their response to the Request for Technical Proposals. Please note that the Bank’s privileges and immunities are not extended to sub-consultants.


Funding Source: It is anticipated that the contract will be the EBRD’s Special Shareholders Fund. Selection and contracting are subject to the availability of funding.

Eligibility: There are no eligibility restrictions based on the consultant's country of origin.

Consultant Profile: The Consultant will be a firm or a consortium of firms with legal expertise. Previous experience in providing advisory services to governments on gas network PPP projects that reached financial close in established markets is required. Proposals unable to demonstrate such experience will be viewed as inadequate.

The Consultant's expert team is expected to include the following key experts (the 'Key Experts'):

Key Expert 1 - International Transaction Lawyer with experience in gas distribution
Qualifications and Professional Experience:
- University degree in Law,
- Preferably 10+ years of experience in advising on PPP transactions,
- At least 1 gas distribution project including PPP, Concessions, Privatization with private financing and working for the public sector.
- Lead Transaction Lawyer in preferably 3 or more successful PPP transactions,
- Experience in North Macedonia or countries in the Balkans would be an important advantage.
- Fluent in English.

Key Expert 2 - Local Transaction Lawyer(s)
The Local Transaction Lawyer(s) working in the assignment shall have the following qualifications and professional experience.
- University degree in Law in North Macedonia,
- Excellent command of English and Macedonian,
- Track record experience working in capital project in North Macedonia,
- Experience working with the following laws:
a) Law on Concessions and Public Private Partnership (PPP law) ”Official Gazette of the Republic of Macedonia (No. 6/12, 144/14, 33/15 и 104/15 and 215/15),
b) Law on Public Procurement ”Official Gazette of the Republic of Macedonia No. 27/2015 - consolidate text and amendments of the Law No. 78/15, 192/15 and 27/16); Energy Law, No. 08-3424/1, May 2018,
c) Energy Law (“Official Gazette of the Republic of Macedonia” No. 96/18 and “Official Gazette of the Republic of North Macedonia” No. 96/19),
d) Laws related to land tenure, property rights, land acquisition (including expropriation) in the Republic of North Macedonia.
- Experience in infrastructure in North Macedonia is a must.

The key experts may be complemented by other team members and support services to cover all tasks specified in the Terms of Reference. As such the list of key experts is not an exhaustive list of all skills and competencies needed to fulfil this assignment. Consultants should note that one person could have more than one role (e.g., the Team Leader could also be a specialist) and one role could be filled by more than one person.

Submission Requirements: The consultants are now invited to submit a completed Technical and Financial Proposal as per the standard templates and instructions available at: http://www.ebrd.com/documents/procurement/single-stage-package.docx
Interested Consultants should make themselves familiar with these Standard Templates, Standard Instructions and Conditions of Contract in preparation of their proposals.

- The Technical Proposal shall be submitted in English electronically via eSelection not later than the Closing Date, as one single PDF file. The technical proposal should not exceed 50 pages excluding the Declaration Form and CVs (Form 1- TP 1 and Form 1 – TP 6). Approach and Methodology should be restricted to a maximum of 10 pages and a maximum of five project references should be included in the proposal. Proposals should be prepared in Arial font, size 11.

To the extent possible, it is expected that the engagement will be carried out remotely until the Consultant can travel to North Macedonia and is in touch with public officials. Proposals are expected to clearly (i.e. one-by-one) outline which tasks of the scope of work can be carried out remotely and which require physical presence in North Macedonia.


- The Financial Proposal (Form 2 – FP 1 and FP2) shall be submitted in English separately by email only to the following email address poddprocurement@ebrd.com. Consultants are reminded of the requirement to ensure the confidentiality of the Financial Proposals.

A Technical Proposal that contains elements of a financial proposal shall be declared non-responsive.

A Financial proposal submitted together with the technical proposals via e Selection shall be declared non-responsive.

For the avoidance of doubt, technical proposals should be sent through eSelection and NOT to this email address. Financial proposals should be sent to this email address and NOT through eSelection.


Bank Contact Person:
Josie Garlick
European Bank for Reconstruction and Development
One Exchange Square
London EC2A 2JN
e-mail: Garlickj@ebrd.com


Deadline to Submit Clarification Questions: Via e-mail to the Bank Contact Person by 17/07/2020.


Selection Method and Evaluation Criteria:

Technical Proposal Evaluation Criteria
- Firm's previous project experience in similar assignments (25%)
- Quality of the methodology proposed for the Assignment (25%)
- CVs of the Key Experts (50%).
The minimum technical score (St) required to pass is 70.

Opening of Financial Proposals

After the technical evaluation is completed, only the submissions which score 70 or above of the total marks available for the technical criteria will be eligible to have their financial proposals opened.

Combined Technical and Financial Evaluation

The lowest evaluated Financial Proposal (Fm) is given the maximum financial score (Sf) of 100. The formula for determining the financial scores (Sf) of all other Proposals is calculated as follows:

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

Proposals are then ranked according to their combined technical (St) and financial (Sf) scores using the weights (T = 80; F = 20) T + F = 100 as follows: S = St x T% + Sf x F%.

Important Notes:
The proposal validity period is 120 days from the deadline date for the receipt of submissions. During this period, the Consultant shall maintain its original Proposal without any change, including the availability of the Experts, the proposed rates and the total price.

The selection will be made from the Proposals received in response to this notification only, on the basis of the submission requirements and selection criteria set out in this Procurement Notice. The highest-ranked Consultant will be selected and invited to negotiate the contract, subject to availability of funding.

Any updates of and clarifications on this procurement notice shall be announced as updates on this notice, without any other notification. In the event of changes consultants will need to download the updated versions. Consultants are required to periodically check the notice for updates. Failure to take the updates into account while preparing the Proposal may result in disqualification or penalties to the scores in the evaluation.