LIMITED E-TENDER NO: REC/PCM/LAW-LLC/ /18. Invitation for Bid

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1 LIMITED E-TENDER NO: REC/PCM/LAW-LLC/ /18 (ONLY THROUGH E-TENDERING MODE) Invitation for Bid For ENGAGEMENT OF LENDER S LEGAL COUNSEL (LLC). Date of Release of Tender 28 th March, 2018 Last Date for Submission of Bid 5 th April, 2018, Up to Hours (IST) Date of Opening of Bid 5 th March, 2018, at Hours (IST) Regd. Office: Core-4, SCOPE Complex, 7 Lodhi Road, New Delhi Tel , Fax , Gram: RECTRIC Website:

2 IMPORTANT NOTICE TO BIDDER 1. An incomplete and/or ambiguous and/or conditional and/or late response is liable to be ignored/ summarily rejected. 2. The bidder must attest the original tender document with authorized signature and stamp as an acceptance of the TENDER terms and conditions and submit the same along with the tender response. The price should not be quoted in the same. In case of non-compliance the response is liable to be ignored/ summarily rejected. 3. The submission and opening of bids will be trough e-tendering process. Financial bid has to be submitted on-line only (no hard copy). Tender document can be downloaded from the website or from e-tender link given in RECL Website, viz, or From Govt. e-procurement portal (CPP) viz, Note: a) To participate in the E-Bid submission, it is mandatory for the bidders to have user ID & password. For this purpose, the bidder has to register itself with RECL through e-procurement website given above. Please also note that the bidder has to obtain digital signature token for applying in the tender. In this connection, vendor may also obtain the same from Tenderwizard. The steps to be followed for the registration process are given below: 1) Go to website 2) Click the link ' Register Me' 3) Entre the detail about the bidder as per format. 4) Click 'Create Profile' 5) Bidder will get confirmation with Login-id and Password For details please refer "Bidder Help Manual for E-Bidding" attached at Annexure -D b) Steps for application for Digital Signature from Tender Wizard are given below: 1) Download the Application Form from the website Follow the instructions as provided. 2) In case of assistance please contact the person under contact us Signature & Seal of Bidder and/or their Authorised Representative Page 2 of 19

3 c) To aid bidders the detailed bidder manual on submission of E-Bid is annexed to this tender document NOTE: The Bidders are advised to obtain digital signature (Level 3) and register themselves at well in advance. Please note that RECL does not own any responsibility in case any bidder(s) fail(s) to apply due to non-possession/ non-registration/ compatibility issue of Digital Signature with the application. Signature & Seal of Bidder and/or their Authorised Representative Page 3 of 19

4 TENDER INFORMATION Tender Reference No. REC/PCM/LAW-LLC/ /18 Work Item Title/ Description NOTICE INVITING BIDS FOR ENGAGEMENT OF LENDER S LEGAL COUNSEL (LLC) Mode of Tendering Limited e-tendering to the selected parties Tender Release Date 28 th March, 2018 Last Bid Submission date 05 th April, Hours (IST) Date of Opening of Bid 05 th April, 2018 at Hours (IST) Price bid opening 05 th April, 2018 at Hours (IST) Price bid shall be submitted ONLINE only. Location of Bid submission/ Opening Rural Electrification Corporation Limited, Core - IV, Scope Complex, Lodi Road, New Delhi , India Tender Category Services EMD Fee NIL EMD Exemption Allowed N/A Bid Validity days 90 days from Bid Opening Date Duration of Assignment For one month from date of award or extended period on sole discretion of REC. Address of Correspondence/ for Bid Submission: Support Team Contact Details: Sh. Pankaj Gupta, Additional General Manager (PCM), Rural Electrification Corporation Limited, Core-4, SCOPE Complex, 7, Lodhi Road, New Delhi Tel: / Fax: recpcm@recl.in E Tenderwizard: Help desk No , twhelpdesk680@gmail.com Sh. Sandeep , twhelpdesk592@gmail.com Sh. Krishna , twhelpdesk551@gmail.com Signature & Seal of Bidder and/or their Authorised Representative Page 4 of 19

5 Dear Sir/Madam, This is to inform you that REC has sanctioned Rs Crore to part finance the following Projects and Lender s Legal Counsel (LLC) is to be engaged for carrying out documentation, due-diligence and other related work for the subject Project: Sl No. Borrower* Financial Assistance 1 Kadapa MSW Pvt Limited Rs Crore 2 Tadepalligudem MSW Pvt Limited Rs Crore 3 Ananthapur MSW Pvt Limited Rs Crore *Copy of REC Sanction Letter is enclosed in Annexure -B. 1. Terms of Reference and Scope of Work: The detail Terms of Reference and Scope of work for the engagement of Lender s Legal Counsel is enclosed as Annexure A for your reference. The scope of work is only indicative and not comprehensive. The entire work shall be completed within 1 month from the date of letter of award for the subject assignment. The period may be extended at the discretion of REC. 2. Professional Fee & Expenses: You are requested to submit your quotation on lump sum basis for your professional fees, charges & expenses etc. for the above assignment/all three projects. The lump sum fees & charges mentioned above should be comprehensive and inclusive of professional fees and all other incidental expenses/out of pocket expenses for site visit for due diligence, service tax & any other taxes/levies etc. 3. Team Members: The names and professional profiles of the Team members to be involved in the proposed assignment should also be furnished along with the quotation/financial bid. The Team members should have minimum of 4 years experience in carrying out due diligence and documentation for financing Power/Infrastructure Projects. REC has the right to suggest alternative member, if required. Signature & Seal of Bidder and/or their Authorised Representative Page 5 of 19

6 Sl. No. 4. Payment of Professional Fee& Expenses: The lump sum fees & charges, etc. will be paid in 3 (three) instalments as under: - Instalments Stages of Instalments Percentage (%) of the Fees & Charges to be Paid 1. 1 st Instalment After submission of final draft documents required to be executed and the same have been approved/accepted by REC nd Instalment After submission of Due Diligence Report & the Compliance Report of Pre-Commitment Conditions and after execution of the financing documents rd Instalment After submission of the Compliance Report of Pre Disbursement Conditions and after execution of all documents including security documents & perfection of charge thereof and submission of the final legal opinion on documentation regarding their validity & enforceability. 5. It may kindly be noted that no advance will be paid for the assignment, if awarded and no other fees/charges shall be payable/admissible except the lump sum fee quoted by you and accepted by REC & the Borrower. 6. For evaluation purpose, the total bid price (all-inclusive except GST) will be considered. 7. REC will award the Contract to the successful Bidder, whose bid has been determined as the lowest evaluated bid excluding GST, provided further that the Bidder is determined to be qualified to perform the Contract satisfactorily. REC shall be the sole judge in this regard. Letter of award shall be intimated to selected bidder by /Post. 8. The Financial bid has to be submitted ONLINE ONLY through RECL E-Procurement Portal. The Financial Bid format is given in Price Bid/ Financial Schedule (Annexure- C). 9. The bidder shall bear all costs associated with the preparation and submission of its bid, and RECL will in no case be responsible or liable for these costs, regardless of the conduct or the outcome of the bidding process. 30% 30% 40% Signature & Seal of Bidder and/or their Authorised Representative Page 6 of 19

7 10. RECL may at its sole discretion amend the Bidding Documents at any time prior to the deadline for submission of bids 11. Any bid received by RECL after the deadline for submission of bids prescribed by the RECL will be rejected and/or may be returned unopened to the bidder. 12. RECL reserves the right to annul the bidding process at any time prior to award of Contract including rejection of any or all bids after the same have been received, without assigning any reason and without thereby incurring any liability to the affected bidder or bidders or any obligation to inform the affected bidder or bidders on the ground of RECL s action. 13. The selected bidder shall not, without RECL s prior written consent, disclose the Contract, or any provision thereof or the document furnished by REC/borrower to the 3rd party during the performance of the contract. 14. The bidder has to submit certificate regarding no conflict of interest regarding the assignment. 15. REC reserves its right to cancel/reject the offer without assigning any reason thereof. Encls: As above. Signature & Seal of Bidder and/or their Authorised Representative Page 7 of 19

8 DETAIL TERMS OF REFERENCE AND SCOPE OF WORK Annexure-A 1. The Law firm should have a team of legal professionals having the experience in conducting due diligence & documentation of Power Projects. The names and professional profiles of the team members to be involved in the present assignment having experience in carrying due diligence and documentation for financing Power Projects be given in the Financial Bid. 2. To participate in meetings/conferences with Lender(s) and/or with Borrower or their representatives and render legal advice/opinion(s) on all issues referred to by the Lender(s) in connection with the project. 3. To peruse all documents furnished by Borrower in terms of sanction letter and render legal advice thereon to the Lender(s) including legal opinion on the security(ies) to be created. 4. To conduct due diligence of the corporate affairs of the SPV/Project and to examine/ensure all necessary compliances of laws/regulations by the SPV/Project are in place. 5. To review/examine/conduct due diligence of project site/ land (including collateral properties) offered as security, including examination of title deeds/property documents, revenue records and search in offices of various Revenue Authorities, Sub-Registrar of Assurances, Registrar of Companies, etc. to certify valid & absolute title and to ensure that the property(ies) is/are free from all encumbrances. 6. To advise the Lender(s) on loan documentation i.e. on financing and security documents to be executed in terms of Sanction Letter(s). 7. To draft/vet/review all requisite loan/financing/security documents to secure the interests of the Lender(s), which include but not limited to the following: I. Loan Agreement II. Trust and Retention Account Agreement III. Share Subscription and Retention Agreement IV. Agreement for Assignment of rights V. Consents to Assignments VI. Any other Agreements/Documents for financing which is/would be designated as a financing document / security documents by the Lender(s). VII. Deed of Hypothecation Signature & Seal of Bidder and/or their Authorised Representative Page 8 of 19

9 VIII. Indenture of Mortgage IX. Deed of Pledge of shares X. Deed of Corporate Guarantee, if any XI. Any other Security/Financing documents XII. Any undertaking or agreement that is required specifically in the project to safeguard the interest of lenders. 8. To examine pre-commitment conditions as per sanction letters and for effective of the Loan document and submit compliance report. 9. To participate in finalization & execution of loan and security documents by the Borrower, including overseeing valid creation of securities by way of mortgage, hypothecation of assets, pledge of security instruments, assignment of contractual rights and execution of corporate/individual guarantee(s) and other securities in favour of the Lender(s) in terms of Sanction Letter(s). 10. To furnish reports/advice from time to time on post-sanction legal compliances. 11. To review the project documents prior to disbursement and ensure compliances of pre-disbursement conditions, including submission of compliance report in terms of sanction letters/loan document. 12. To oversee and supervise timely registration of charges/documents with the Registrar of Companies and Registrar of Assurances, as may be applicable. 13. To draft various declarations by Promoters, Company s MD, CMD and Corporate/Personal Guarantees, if any, etc. 14. To furnish final opinion on the validity & enforceability of the documents, perfection of charge etc. 15. To advise on post-disbursement compliances from time to time whenever required by the lender(s) to safeguard the interest of the Lender(s). Signature & Seal of Bidder and/or their Authorised Representative Page 9 of 19

10 Annexure-B SANCTION LETTER OF REC FOR 3 PROJECTS Signature & Seal of Bidder and/or their Authorised Representative Page 10 of 19

11 Signature & Seal of Bidder and/or their Authorised Representative Page 11 of 19

12 Signature & Seal of Bidder and/or their Authorised Representative Page 12 of 19

13 Signature & Seal of Bidder and/or their Authorised Representative Page 13 of 19

14 Annexure-C Price/ Financial Bid (ONLY ONLINE) Sl. No. Description Basis of Charg e Rate Quote (exclud ing GST) (Rs) GST Rate s (in %) GST Amo unt Total Amount (with GST) (Rs) 1. Fee/charges for drafting/execution of Financing/Security Documents and for conducting Land Due Diligence, Legal Due Diligence of the Projects & Corporate Affairs for the subject 3 projects as details below as per scope of work and tender terms: i. Kadapa MSW Pvt Limited (KMPL) ii. Tadepalligudem MSW Pvt Limited (TMPL) iii. Ananthapur MSW Pvt Limited (AMPL) (A) (B) (C) (D) (E =B+D) Lump Sum Grand Total (in Rs.) Grand Total (in words) Note: a. Prices quoted are in Indian Rupees only. The pricing should be as per the REC requirement inclusive of all envisaged costs apart from GST. GST should be exclusive of the above cost and must be quoted separately. b. Quoted Price in the financial bid should be inclusive of all other charges (except GST) required for satisfactory completion of work as per scope of work and terms & conditions etc. c. The above quoted rates are valid for a period of 90 days from the last date of bid Signature & Seal of Bidder and/or their Authorised Representative Page 14 of 19

15 submission. d. Under no circumstances any extra cost/expense and additional taxes, duties, levies etc. shall be payable to the bidder by RECL unless such a tax, duty or levy has been newly introduced and notified by the Govt. post Bid submission date. e. Normally applicable GST rate shall be same in case of all the bids. However in case of difference, the same will be taken as may be ascertained by RECL and will be acceptable to Bidder. Signature & Seal of Bidder and/or their Authorised Representative Page 15 of 19

16 Annexure-D Bidder Help Manual for E-Bidding HELP LINE TO VENDORS CONTACT Persons: E Tenderwizard: Landline:- 1. Help desk No , twhelpdesk680@gmail.com 2. Sh. Sandeep , twhelpdesk592@gmail.com 3. Sh. Krishna , twhelpdesk551@gmail.com Step 1 : Registration Process Website address: Click on TenderFreeView to see (view and download) all the tender notifications and corrigendum s. Click on Register Me Hyperlink and get your User Id and Password. (Certain special chars like ~ ` ' # $ % & *! ( ) ; \ /? " : < > + - { } [ ] are not allowed in the company id or any key attributes). Once you fill all the details asked by Register Me form and obtain your password, contact the Office of TenderWizard to enable your User ID. Mail Registration acknowledgement to helpdesk twhelpdesk680@gmail.com. After this, vendor can key in their User Id and Password and get successful entry in to t he application. It will take 24 working hours to activate the account. STEP 2: Participation Vendor should login with his USER ID and PASSWORD After Successful entry into the application click on hyperlink UnApplied to see the tender. By clicking on hyperlink UnApplied you can see the latest tenders which are floated and other details relevant to tender. On this screen (UnApplied) you will find various gif s on the left hand side. Click on Edit form gif and see all the documents attached. Please download these documents and go through them. Signature & Seal of Bidder and/or their Authorised Representative Page 16 of 19

17 Once you have gone through the entire tender document and you wish to participate in the tender click on Request Tender Form gif. And then click on Submit. STEP 3 Now once you have requested for tender documents click on In Progress stage. You can see the status as REQUESTED". Submit your bids. Note: - will send you forms (Electronic Financial bid & Technical bid sheets). You will get excel file Price Schedule Sheet.xls along with other documents. Firstly, you need to download this document by clicking on hyperlink Click here to Download Empty Document. Then Save the file with the same file name Note:- 1) You should not change the file name of any Excel file. 2) You should only key in the values in Yellow cells only. Submission Vendor should prepare the scanned copy of DD (EMD) EMD Submission: Click on Click here to enter EMD Details and Attach Scanned Copy of EMD. Fill all the fields provided in that sheet and press on Scan button to attach the scanned copy of the EMD. Vendor should fill values in blue cells only, provided in these sheets. These can be uploaded by clicking on Click here to Upload filled File. Reminder: Price Schedule Sheet should be uploaded by using Click here to Upload filled File. All other supporting documents could be uploaded using Click here to Attach General Documents link provided below. Please don t change the name of the file as system will not accept any other file name. Steps for uploading the additional documents (supporting documents) to your account. 1. In the left hand menu click on Document Library, general document page will appear 2. Click on upload new file Button for uploading new document, upload sheet will appear 3. Select the file to be uploaded, enter the description and attachment name. 4. Click on Upload file Signature & Seal of Bidder and/or their Authorised Representative Page 17 of 19

18 5. Repeat step 2 and 3 for uploading new files To change the description and attachment name for the uploaded file use Update existing file button Note: This is for altering the description and attachment name only Section 1.02 Section 1.03 Attachment of general document to a particular tender Go to tender Documents screen of that particular tender 1. Go to Click here to Attach General Documents Additional documents can be optionally Uploaded General Document Summary sheet will appear. 2. In General Document Summary screen select the file you want to attach and make necessary changes for Tender Stage and click Attach file button. 3. If you need to attach any new files for the tender follow Steps for uploading the Additional documents. Other details could be scanned and uploaded but ensure that it is smaller in size (i.e. < 1MB for Fast Uploading of Document). (only.doc,.jpg,.gif,.xls,.bmp,.pdf.) The server time will be displayed at the right hand side of the page please follow this time, and all the actions i.e;(requesting, Submitting, Opening etc.,) takes place according to this time only. Note: You will see all the red colored links changing to black color, when you have uploaded. A) Price Schedule Sheet or price bid B) EMD details STEP 4 i) Once you fill the above documents only then you will able to submit the tender by clicking on the Submit the Tender Form button before the tender closing date and time. Acknowledgement Once you submit the tender you will get the submitted token number, submitted date and submitted time. Take the print of that sheet then click on OK. Then the status will change to submitted. Signature & Seal of Bidder and/or their Authorised Representative Page 18 of 19

19 STEP 5 OPENING After the tender is opened at the stipulated date and time, the award details can be accessed in the OPENED/AWARDED stage. To view the opened tenders click on the Opened/Awarded link then click on edits form Note: to view your competitors bid sheets who participated with you and who are not disqualified. If you do not get the submitted status and token number, contact tendering authority well in advance. RECL is not responsible for tender s not submitted properly. Vendors are requested to undergo training and get their doubts clarified well in advance. If any queries please contact RECL Office and if required, personal training would be given. Please feel free to contact if you have any clarifications regarding E-Tendering. Signature & Seal of Bidder and/or their Authorised Representative Page 19 of 19