REQUEST FOR PROPOSALS (RFP)HIRING OF CONSULTANCY SERVICES

Northern Areas Transport Corporation (NATCO) – a public sector company under section 32, Companies Ordinance, invites sealed bids from well reputed short-term individual Consultant for assisting NATCO in the ongoing reforms and act as a Business ProcessesReengineering/restructuring resource person. The individual Consultant would be assessed on the basis of similar exercises in the recent past and subsequently would be engaged in preparing SOPs, ERP, Training, Implementation and restructuring to reinvigorate the organization;

The individual consultant will be selected in terms of Public Procurement Rules 2004, read with Regulations 2010 made thereunder using Quality Based Selection (QBS) method. The consultant is required to submit a Technical and Financial proposals along with detailed profile and experience sharing for the similar assignments recently undertaken.

Bidders are required to download the bidding documents free of charge from the NATCO website. Prospective bidders are advised to submit their sealed proposals through registered courier by 13th August, 2018,to Managing Director, NATCO Head Office,Jutial Gilgit, Gilgit -Baltistan. All prospective consultants are advised to attend a pre-bid meeting, to be held in Islamabad on 2nd August, 2018 at 3pm in “NATCO Islamabad office, Plot#48, Faqir Aipee Road, Sector I-11/4, Islamabad”. The shortlisted candidates will be invited to present their proposals during the evaluation stage, in the 3rd week of August, 2018.

Managing Director, NATCO Head Office, GilgitGilgit-Baltistan.Tel: 05811 920792www.natco.com.pkemail: md@natco.gov.pk

Annexure-C TOR

TERMS OF REFERENCES

BUSINESS PROCESS REENGINEERING/RESTRUCTURING, PREPARING SOP’S, ERP, TRAINING AND IMPLEMENTION.

No. _____________________ Date ___________

M/S. _____________________________________

You are hereby invited to submit a technical and financial proposal for consulting services required for the Assignment in the attached LOI Data Sheet, annexed herewith. Your proposal could form the basis for future consultations and ultimately a contact between your firm and the Client named in the Data Sheet.

1. INTRODUCTIONS

1.1A brief description of the Assignment and its objectives are given in the Data Sheet.

1.2The Client is undertaking the duty to implement the Project as Executing Agency.

1.3To obtain first-hand information on the Assignment and on the local conditions, you are encouraged to visit to Client before submitting a proposal and attend a pre-proposal conference if specified in the Data Sheet. Your representative shall meet the officials concerned. Please ensure that these officials are advised of the visit in advance to allow adequate time for them to make appropriate arrangements. You must fully inform yourself of local conditions and take them into account in preparing your proposal.

1.4The Client shall provide the inputs specified in the Data Sheet.1.5Please note that:

a. The cost of preparing the proposal and the contract, including a visit to the Client, are not reimbursable as a direct cost for the Assignment and

b. The Client is not bound to accept any of the proposals submitted.c. Also please note that, the evaluation committee will correct any

computational errors. When correcting computational errors, in case of discrepancy between a partial amount and the total amount, or between word and figures the former will prevail. In addition to the above correction, activities and items described in the technical Proposals but not priced in the financial proposals shall be assumed to be included in the prices of other activities or times. In case any activity or item is quantified in the financial proposal differently from the technical proposal the evaluation committee shall correct the quantification indicated in the financial proposal to make it consistent with that indicated in the technical proposal.

2. DOCUMENTS

2.1To prepare a proposal, please use the attached forms/documents listed in RFP.

2.2Consultants requiring a clarification of the documents must notify the Client, in writing, not later than seven (07) days before the proposal submission date. Any request for clarification in writing, or by email shall be sent to the Client’s address indicated in the Data Sheet. The Client shall respond to such request and copies of the response shall be sent to all invited Consultants.

2.3At any time before the submission of proposals, the Client may, for any reason, whether at its own initiative or in response to a clarification requested by consulting firm, modify the Documents by amendment. The amendment shall be sent in writing to all short listed consulting firms and will be binding on them. The Client may at its discretion extend the deadlines for the submission of proposals.

3. PREPARATION OF PROPOSAL3.1You are requested to submit technical & financial proposal. Your

proposal shall be written in English language.3.2Technical Proposal

a. In preparing the technical proposal, you are expected to examine all terms and instructions included in this RFP. Failure to provide requested information shall be at your own risk and may result in rejection of your proposal.

b. During preparation of the technical proposal you must give particular attention to the followings:

1 Comments of Suggestion on the Terms of Reference

2 Approach Paper on Methodology Proposed for Performing the Assignment including:

a) Understanding of Project Objectives and Scope of Work

b) Technical Approach and Methodology c) Work Plan d) Organization and Staffinge) Understanding of Project Objectives and

Scope of Work f) Technical Approach and Methodology g) Work Plan h) Organization and Staffing

3 CVs signed by an authorized person of the firm. Key information should include number of years with the firm and degree of responsibilities held in various assignments.

4 A work plan, illustrated with a bar chart of activities

and graphics of the critical path method (CPM) or project evaluation review techniques (PERT) type.

5 Current commitments of the firm6 Any additional information as requested in the

Data Sheet

c. The technical proposal shall not include any financial information.

3.3Financial ProposalThe financial proposal should be prepared and submitted in accordance with forms provided under Annexure – B.

4. SUBMISSION OF PROPOSAL4.1 You shall submit one original technical proposal and one original

financial proposal and number of copies of each indicated in the Data Sheet. Each proposal shall be in a separate envelop indicating original or copy, as appropriate. All copies of technical proposal shall be placed in an envelope clearly marked “Technical Proposal” and the financial proposals in the one marked “Financial Proposal”. These two envelops, in turn, shall be sealed in an outer envelope bearing the address and information indicated in the Data Sheet. The envelope shall be clearly marked “DO NOT OPEN, EXCEPT IN PRESENCE OF THE EVELUATION COMMITTEE”.

4.2The proposal shall contain no interlineations of overwriting except as necessary to correct errors made by the consultants themselves. Any such corrections shall be initialed by the persons signing the proposal.

4.3 The completed technical and financial proposals shall be delivered on or before the time and date indicated in the Data Sheet.

4.4The proposal shall be valid for the number of days indicated in the Data Sheet from the date of its submission. During this period, you shall keep available the professional staff proposed for the assignment.

5. PROPOSAL EVALUATION

5.1Technical ProposalThe evaluation committee appointed by the CLIENT shall carry out Technical Proposal Evaluation, applying the evaluation criteria and point system specified in the Data Sheet. Each responsive proposal shall be attributed a technical score (s). Firms scoring less than seventy (75) percent points shall be rejected.

5.2Financial ProposalThe financial proposals of the technically qualified consulting firms on the basis of evaluation of technical proposals shall be opened in the presence of the representatives of these firms, who shall be invited for the occasion and care to attend. Client shall inform the technically qualified firms regarding the date and time for opening the financial

proposals. The total cost of each proposal shall be publicly announced to the attending representatives of the firms.The evaluation committee shall determine whether the financial proposalsare complete and without computational errors. The lowest financial proposal among all the qualified bidders shall be given a financial score of 100 points. After evaluation of Financial Proposals, final ranking of technically qualified firms shall be worked out for a combined technical and financial score using the weights indicated in the Data Sheet.

6. DISCUSSIONSThe proposal evaluated as combined ranked No.1, will be invited to discuss technical and other terms of the contract without delay. The representatives conducting discussion on your behalf must have written authority to discuss all terms and to conclude a binding agreement failing which proposal evaluated as combined ranked No.2 will be invited. The discussions will conclude with an agreed form of the contract. On completion of discussions the client and the firm will initial the agreed draft contract.

7. AWARD OF CONTRACT NATCO shall issue a Letter of Intent (LoI) to the selected CONSULTANT immediately upon acceptance of the bid/proposal. The selected CONSULTANT will sign the contract as per format prescribed by NATCO is appended with RFP after fulfilling all the formalities/pre-conditions mentioned in the Letter of Intent.

The selected CONSULTANT shall commence the assignment immediately after signing of the contract.

7.1 NATCO RIGHTS IN RESPECT OF RFP FOR DTH LICENSINGa. CONFIDENTIALITY

Information relating to evaluation of proposals and recommendations concerning awards shall not be disclosed to the consultants who submitted the proposals or to other persons not officially concerned with the process, until the successful consultant has been notified and it has been awarded the contract.

The CONSULTANT shall take adequate and timely measures to ensure that information provided through it as part of this agreement shall be kept confidential, secure and protected.

b. Fees & Paymenti. The successful CONSULTANT would be paid the fee, as per the

Schedule of Payments given in the Contract. The payment shall be made fortnightly on the basis of services delivered. In this regard, a duly verified certificate in respect of services delivered will be provided by the Training Wing of the Institute.

ii. All the payments shall be made through crossed cheque in Pak Rupees.

iii. Taxes will be deducted as per government rules at the time of payment.

iv. No escalation shall be paid to the successful bidder/consultant and rates offered / accepted at the time of evaluation/award of contract shall be deemed final.

v. No other payment shall be made for any charge or expenditure.

vi. The client reserves the right to modify terms and conditions of the contract which shall be granted to the successful CONSULTANT after the bidding process, if in its opinion, it is necessary or expedient to do so in public interest.

c. 7.1.3 NATCO reserves the right to suspend the bidding process for the award of consultancy services for Training on Legislative Services and cancel the contract with the selected CONSULTANT in part or in whole at any time if in the opinion of the Institute it is necessary or expedient in the public interest. In this regard the decision of the NATCO shall be final and binding. NATCO shall not be responsible for any damage or loss caused or arising out of aforesaid action.

7.2 PERFORMANCE BANK GUARANTEEa. The successful CONSULTANT shall submit a Performance Bank

Guarantee (PBG) for an amount equal to 10 % of the bid/contract price in Pak Rupees from the corresponding Pakistani bank & as prescribed in the contract before signing the contract for carrying out the assignment which shall remain valid for the entire duration of consultancy period till the submission of final report to the satisfaction of NATCO and approval of report by the NATCO Board of Director.

b. The PBG may be encashed in case the CONSULTANT fails to meet its obligations as per this RFP / contract agreement. On satisfactory completion of the project / consultancy services, this PBG shall be released.

( ) ________________________ ________________________ DATA SHEET1. The name of the Assignment is:

Consultancy Services for Business process reengineering/restructuring. Consultants shall complete all the steps necessary in preparing SOPs, ERP, Training, Implementation and restructuring to provide maximum value.

2. The name of the Client is:Northern Areas Transport Corporation (NATCO)

3. The description and the objectives of the assignment are:Objectives of the assignment are to prepare SOPs, ERP Training, Implementation and allied work necessary for completion of assignment.

4. Pre-bid conference:Dated. 02 nd August 2018 Day Thursday Time 03:00 PM

5 Post-bid conference:Dated. 21 st August 2018 Day Tuesday Time 03:00 PM

6. The consultants are requested to submit written queries on the content of these documents if they wish. A written addendum can be issued subsequently, to all invited participants, if required necessary.

7. The name(s) and address(es) of the Client’s is:Managing Director, NATCO Head Office, Jutial GilgitPhone No. 05811 920820

8. The Client shall provide the following inputs:All Data, Record and Reports available with Client

9. Association with other Short Listed Consulting Firms:Not Allowed

10. The number of copies of the Financial Proposal required are: Original Only

11. The address for writing on the proposal is:Managing Director,NATCO, Head Office, Jutial, Gilgit,Gilgit-Baltistan. Tel. 05811-920820 Fax. 05811-920792.

12. Date and time of proposal submission is 20 days after publication of advertisement.

13. Method of Evaluation:Proposals will be evaluated in accordance with Quality cum Cost Based Selection Method. Weightings given to Technical & Financial Proposal are as under:

Technical Proposal 70%

Financial Proposal 30%14. The evaluation of technical proposal shall be based on the following

criteria: Description / Items Points i) Profile & Experience 10 ii) No. of Assignments / Projects successfully completed 30 iii) Qualification and Competency of the Key Staff detailed 30iv) Financial Position of the Firm 15v) Adequacy of the proposed Work Plan and Methodology in responding to TORs 15 . Total Point =============> 100Minimum qualifying technical score is seventy five (75) points

15. Assignment Completion Period 03 Months

Evaluation CriteriaTotal Marks:100

Qualification Marks: 75

Participants will be evaluated as per criteria defined below:1. Profile & Experience (Marks Allocated 10)

Experience (Years) Marks

15 10

10 05

05 03

*Experience of the only registered consultants will be accepted from the date of registration.*In case of firm, experience certificate should be signed by CEO / Senior Executive with supporting documents.

2. No. of Assignments/Projects successfully completed(Marks allocated 30)Client Details Marks

Over 10, well recognized Assignments undertaken in last 10 years, worth more than or equal to 10 million preferably of same nature.

30

Between 6 to 9 , well recognized Assignments undertaken in last 10 years, worth more than or equal to 10 million preferably of same nature.

20

05, well recognized Assignments undertaken in last 10 years, worth more than or equal to 05 million preferably of same nature.

10

*Participant will provide the list of clients along with completion certificates.

3. Qualification and Competence of the Key Staff detailed (Marks allocated 30)

A dedicated team of full time personnel who have adequate exposure to undertake the project. Personnel constituting the team would comprise of Senior Professionals & Lead Consultant.

Personnel Qualification No. Of Personnel

Marks

Project Manager / Team Leader

ACA or ACMA heaving 06 years experience, minimum 02 years service with existing firm.

01 10

Assistant Partly qualified CA or CMA 01 05

Manager/ Supervisor

having minimum 05 years experience, minimum 01 years service with existing firm.

IT Supervisor Master in computer science having minimum 05 years experience, minimum 01 years service with existing firm.

01 05

Support Staff Relevant Education and experience. 05 05

4. Financial Position of the Firm(Marks allocated 15)

Annual Turn Over MarksAverage Annual turnover of last three years > PKR 15 Millions

15

Average Annual Turnover of last three years > PKR 10 Millions

10

Average Annual Turnover of last three years > PKR 05 Millions

05

* Financial statement duly audited by a firm of chartered accountant registered with institute of chartered of Pakistan (ICAP).

5. Adequacy of the proposed Work Plan and Methodology in responding to TORs

(Marks allocated 15)

Qualification MarksOrganizational Structure illustrating the composition and reporting relationship of the team

05

Methodology and approach for tasks indentified in TORs 05Work plan giving comprehensive description of the work activities and time schedule etc.

05

Annexure-ATechnical Proposal Forms

Form 1 TECHNICAL PROPOSAL SUBMISSION LETTER

To: (insert name and address of client) Sub: __ Dear Sir,We, the undersigned, offer to provide the consultancy services for (insert name of project) in accordance with your request for proposal vide Advertisement dated ____________. We are hereby submitting our Proposal which includes this Technical Proposal (insert number of copies) and Financial Proposal sealed under a separate envelope. We are submitting our Proposal as _____________________ (insert JV or single entity). We hereby declare that all the information and statement made in this proposal are true and accept that any misinterpretation contained in it may lead to our disqualification. If discussions are held during the period of validity of the Proposal i.e. indicated in the Data Sheet, we undertake to discuss on the basis of the proposed Personnel. Our proposal is binding upon us and subject to the modifications resulting from Contract. We understand that you are not bound to accept any Proposal you receive. We remain, Yours sincerely, For _______________________ Signature _______________________ Designation Official Stamp

Form – 2 Registration with ICAP / ICMAP

Provide copies of registration with ICAP or ICMAP.

Form – 3 A Provide brief description of the firm (not more than 02 A4 size pages)

Form – 3BFIRM REFERENCE

RELEVANT SERVICES CARRIED OUT THAT BESTILLUSTRATE QUALIFICATION

PROJECT NAME: COUNTRY:

PROJECT LOCATION WITHIN COUNTRY:

PROFESSIONAL STAFF PROVIDED BY THE FIRM :

NAME OF CLIENT: NO. OF STAFF:

ADDRESS: NO. OF STAFF MONTHS:

START DATE (Month/Year):

COMPLETION DATE (Month/Year).

APPROX. VALUE OF SERVICES:

NAME OF ASSOCIATED FIRM(S) OF ANY:

NO. OF MAN-MONTHS OF PROFESSIONAL STAFF PROVIDED BY ASSOCIATED FIRM(S):

NAME OF SENIOR STAFF INVOLVED AND FUNCTIONS PERFORMED:

DETAILED NARRATIVE DESCRIPTION OF PROJECT:

DETAILED DESCRIPTION OF ACTUAL SERVICES PROVIDED BY THE FIRM

Form – 4

Comments or Suggestions on TORIt is suggested that any Comments / Observations on Terms of Reference may be presented in this form.

Form – 5

Approach Paper on Methodology Proposed for Performing the AssignmentTechnical approach, methodology and work plan are key components of the Technical Proposal. You are suggested to present the Technical Proposal, divided into following sections.

Understanding of Project Objectives and Scope of Work Technical Approach and Methodology Work Plan Organization and Staffing

Form - 6

FORMAT FOR CURRICULUM VITAE (CV) FOR PROPOSED STAFF1. Proposed Position : 2. Name of Firm : 3. Name of Staff : 4. Date of Birth : 5. Years with Firm : 6. Nationality : 7. Membership inProfessional Societies :8. Tasks Assigned on the Project : 9. Education : 10. Employment Record:

[Starting with present Position, list in reverse order every employment held. List all positions held by staff member since graduation, giving dates, names of employing organization, title of position held and location of assignment. Also give types of activities performed / responsibilities held ].

11. Languages:12. Certification:

I, the undersigned certify that to the best of my knowledge and belief, these bio-data correctly describe myself, my qualifications and my experience.

Or:_______________________

________________________________Signature of Staff Member Authorized Representative of the Firm Date: Day / Month / Year

Form – 07

ADDITIONAL INFORMATIONIt is suggested that any additional information, for which the firm believes that the same may enhance its standing, may be provided under this section.

Annexure – B

Financial Proposal FormsFORM-1

FINANCIAL PROPOSAL SUBMISSION LETTERTo: Sub:______________________________________________________________________

Dear Sir,

We, the undersigned, offer to provide the Consultancy Services for (insert name of the project) in accordance with your request for Proposal vide Advertisement dated______________ and our Technical Proposal. Our attached Financial Proposal is for the sum or Rs. _____________(in figure) [Pak Rupees ___________________________________________________________________________ (in words)].Our financial proposal shall be binding upon us and subject to the modifications resulting from Contract, up to expiration of the validity period of the Proposal i.e. indicated in the Data Sheet. If discussions are held during the period of validity of the Proposal, we confirm availability of our team of proposed personnel. Our proposal is binding upon us and subject to the modification resulting from Contract. We understand that you are not bound to accept any Proposal you receive. We remain, Yours sincerely,

For ____________________________

SignatureDesignation _________________________ Official Stamp

DRAFT

AGREEMENT FOR BUSINESS PROCESS REENGINEERING/RESTRUCTURING

SOP’s, ERP, IMPLEMENTATION, TRAINING AND AFTER SALE SERVICE.

-----------------------------------------(Client)

-------------------------------

------------------------------- (Project Name)

-------------- (Month) (Year)

(Name and address of the Consultant)

TABLE OF CONTENTS

Page No.

ARTICLE 1 : THE PROJECT 1

ARTICLE 2 : SCOPE OF SERVICES 1

ARTICLE 3 : TIME SCHEDULE 1

3.1 Effective Date of Commencement 13.2 Time Schedule of Services 13.3 Extension of Time 2

ARTICLE 4 : MODE OF OPERATION 2

4.1 Obligations of Consultant 24.2 Obligations of the Client 4

ARTICLE 5 : REMUNERATION FOR SERVICES &SCHEDULE OF PAYMENT 4

ARTICLE 6 : ADDITIONAL SERVICES 4

ARTICLE 7 : TERMINATION 4

7.1 End of Services 47.2 Termination by the Client 47.3 Termination by Consultant 5

ARTICLE 8 : FORCE MAJEURE 5

ARTICLE 9 : RESOLUTION OF DISPUTES 5

ARTICLE 10 : APPLICABLE LAWS 5

ARTICLE 11 : CONTRACT AMENDMENT 6

ARTICLE 12 : NOTICES 6

APPENDICES

APPENDIX A : THE PROJECT & SCOPE OF SERVICES 7

APPENDIX B : TIME SCHEDULE 8

APPENDIX C : REMUNERATION FOR SERVICES& SCHEDULE OF PAYMENT 9

APPENDIX D : SPECIAL CONDITIONS 10ANNEXURE INTEGRITY PACT 11

AGREEMENT FOR CONSULTANCY SERVICES

THIS AGREEMENT, together with APPENDICES A to D which constitute an integral part thereof (herein referred to as the Agreement), is entered into on this ----- day of ------, 2017. between------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (herein referred to as the Client) of the first part; and

----------------------------------------------------------------------------------------------------- (herein referred to as Consultant), of the second part.The Parties hereto agree as under:- 1. ARTICLE 1: THE PROJECT

The Project for which Services are required to be performed under this agreement is described in the attached Appendix A.

2. ARTICLE 2: SCOPE OF SERVICES

2.1 The scope of consultancy and other professional services (herein referred to as "Services") to be performed by the Consultant for the Project `under this Agreement are described in the attached Appendix A.

3. ARTICLE 3: TIME SCHEDULE

3.1 Effective Date of Commencement Effective Date of Commencement of Services shall be as defined in the attached Appendix-B.

3.2 Time Schedule of Services The time schedule of Services is given in the attached Appendix B.

3.3 Extension of Time Extension of Time for completion of Services and the terms and conditions thereof shall be mutually agreed between the Client and the Consultant as and when required.

4. ARTICLE 4: MODE OF OPERATION

4.1 Obligations of CONSULTANT- The Consultant shall perform Services as an independent

consultant in accordance with recognized international standards, applicable laws and regulations.

- The Consultant shall appoint a Project Manager (professional) named in Appendix D who shall represent the Consultant for purposes of this Agreement and shall be responsible for the administration of the Agreement including performance of Services hereunder. He shall remain in contact with the representative of the Client to keep him fully informed on all matters relating to the provision of Services by the Consultant.

- The Consultant shall carry out the Services with due diligence and efficiency and in conformity with sound professional’s practices.

- The Consultant shall act at all times so as to protect the interests of the Client and shall take all reasonable steps to keep all expenses to a minimum consistent with sound

economic and engineering practices.- The Consultant shall furnish the Client such information

relating to the Services as the Client may from time to time reasonably request.

- Except with the prior written approval of the Client, the Consultant shall not assign or transfer the Agreement for Services or any part thereof nor engage any other independent consultant or sub-contractor to perform any part of the Services.

- The Consultant agrees that no proprietary and confidential information received by the Consultant from the Client shall be disclosed to a third party unless the Consultant receives a written permission from the Client to do so.

Fraud and Corruption It is the policy of the NATCO to require its staff and its Vendor/ consultants to observe the highest standard of ethics during the selection and execution of such contracts. In pursuance of this policy NATCO:

(a) Defines, for the purposes of this provision, the terms set forth below:

(i) “Corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, of any thing of value to influence the action of a public official in the selection process or in contract execution; and

(ii) “Fraudulent practice” means a misrepresentation or omission of facts in order to influence a selection process or the execution of a contract;

(iii) “Collusive practices” means a scheme or arrangement between two or more consultants with or without the knowledge of NATCO , designed to establish prices at artificial, noncompetitive levels and to deprive NATCO of the benefits of free and open competition;

(iv) “Coercive practices” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in a procurement process, or affect the execution of a contract.

(b) will reject a proposal for award if it determines that the consultant recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for the contract in question;

(c) will sanction a consultant, including declaring the consultant ineligible, either indefinitely or for a stated period of time, to be awarded a NATCO contract if it at any time determines that the consultant has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices.

Integrity PactThe Consultants declares its intention not to obtain or induce the procurement of any contract, right, interest, privilege or other obligation or benefit from Government of Pakistan or any administrative subdivision or agency thereof or any other entity owned or controlled by it GoP through any corrupt business practice and sign the Integrity Pact.

4.2 Obligations of the Client The Client shall provide to the Consultant: - All necessary data/documents/reports that may be required

by the Consultant for performing the Services within the Time Schedule given in Appendix B.

- The Client shall designate a person named in Appendix D to act as its representative on all matters pertaining to this Agreement and to fully cooperate with the Project Manager of the Consultant.

- The Client shall take all necessary measures to make timely payments to the Consultant as stipulated in Article 5, hereof.

4. ARTICLE 5: REMUNERATION FOR SERVICES AND SCHEDULEOF PAYMENT

The remuneration for Services rendered by the Consultant and the mode of payment shall be as described in the attached Appendix-C.

6. ARTICLE 6: ADDITIONAL SERVICES

The Client may ask the Consultant to perform Additional Services during the currency of this Agreement. Such Additional Services shall be performed with the prior concurrence of both the Parties. The Consultant shall submit an estimate of the additional time (if any) and the additional remunerations for such Additional Services which shall be approved in writing by the Client before the commencement of the Additional Services.

7. ARTICLE 7: TERMINATION

7.1 End of Services The Agreement shall terminate when, pursuant to the provisions hereof, the services have been completed and the payment of remunerations have been made.

7.2 Termination by the ClientThe Client may, by a written notice of thirty (30) days to the Consultant, terminate this Agreement. All accounts between the Client and the Consultant shall be settled not later than sixty (60) days of the date of such termination.

7.3 Termination by the Consultant The Consultant may suspend the Agreement by a written notice of thirty (30) days only if the Consultant does not receive payments due under this Agreement within thirty (30) days of submission of its invoice. If the payment is still not made to the Consultant after thirty (30) days of notice of suspension, the

Consultant may terminate this Agreement in whole or in part by giving fifteen (15) days advance notice of intent to terminate. If the Agreement is terminated by the Consultant under such circumstances, the Client shall pay, within a period of thirty (30) days of the date of such notice of intent to terminate referred above, all payments due to the Consultant.

8. ARTICLE 8: FORCE MAJEURE The term "Force Majeure" as employed herein shall mean acts of God, strikes, lock-out or other industrial disturbances, acts of public enemy, wars, blockades, insurrection, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civil disturbances, explosions and any other similar events, not within the control of either Party and which by the exercise of due diligence neither Party is able to overcome. If either Party is temporarily unable by reason of Force Majeure or the laws or regulations of Pakistan to meet any of its obligations under the Agreement, and if such Party gives to the other Party written notice, of the event within fifteen (15) days after its occurrence, such obligations of the Party, as it is unable to perform by reason of the event, shall be suspended for as long as the inability continues. Neither Party shall be liable to the other Party for loss or damage sustained by such other Party arising from any event referred to as Force Majeure or delays arising from such event. Force Majeure shall not include insufficiency of funds or failure to make any payment required under the Agreement.

9. ARTICLE 9: RESOLUTION OF DISPUTES Any dispute or difference arising out of the Agreement which cannot be amicably settled between the Parties, shall be finally settled by Chief Secretary Gilgit-Baltistan.

10. ARTICLE 10: APPLICABLE LAWSThis Agreement shall, in all respects, be read and construed and shall operate in conformity with the laws of Pakistan and the courts at the location indicated in Appendix D, Special Conditions shall have exclusive jurisdiction for adjudicating and interpreting the Agreement.

11. ARTICLE 11: CONTRACT AMENDMENT No variation in or modifications to the terms of the Agreement shall be made, except by a written amendment signed by the Parties hereto.

12. ARTICLE 12: NOTICES Any notice given by any of the Parties hereto shall be sufficient only if in writing and delivered in person or through registered mail as follows: To: The Client ----------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------

To: The Consultant Project Manager, -------------------------------------------------------------------------------------------------------------------------------------------------------

or to such other address as either of these Parties shall designate by notice given as required herein. Notices shall be effective when delivered.

IN WITNESS WHEREOF, the Parties have executed this Agreement, in two (2) identical counterparts, each of which shall be deemed as original, as of the day and year first above written.

FOR AND ON BEHALF OF FOR AND ON BEHALF OF

(The Consultant) (The Client)

Signed by: ----------------- Signed by: ---------------

Designation: ---------------- Designation: --------------

Seal: Seal:

Witness: Witness:

Signed by: ---------------- Signed by: ----------------

APPENDIX A

THE PROJECT&

SCOPE OF SERVICES

A-1 THE PROJECT (Refer Article 1 hereof)

A-2 SCOPE OF SERVICES Scope of consultancy and other professional services to be performed by the Consultant under this Agreement include, but not limited to, the following deliverables for NATCO Passenger Service and Cargo Service and its Fuel Stations, Departmental Stores, and Courier Service:

S. No Scope of Work Suggested no of Weeks

1 10 Years Business Plan, quantified to the quarterly targets.

2 Weeks

2 Market Assessment and Alignment of NATCO on Market need through addressing the NATCO limitations.

2 Weeks

3 Business Process re-modeling, including inter and intra SBU's, communication and approval mechanisms for technical and administrative decisions, including Branding and visual identity.

2 Weeks

4. SOPs for Business Process of all segments 1 Week5. Selection and implementation of ERP based of

the recommended and developed process through ICT's.

2 Weeks

6. Wet lease arrangement/other fleet sharing models for Passenger service to re-vamp Passenger Services according to the recommendations of selected consultant aligned with Serial 1 , 2 through process with compete IT enablement in serial 3 and 4

1 Week

7. Dry Cargo, Liquid Cargo, Cold Cargo of NATCO and process to increase the capacity utilization by aligning the process as recommended in Serial 1, 2 and 3 through IT enablement as recommended by consultant in deliverables in serial 3 along with process defined in Serial 4 by the selected consultant.

1 Week

8 Establishment Plan for SBU's 2 Weeks9 Business Plan and Expansion strategy of

NATCO SBUs (filling station-MFS, NATCO stores Department-NSD) with complete processes recommended by the selected consultant on Serai1, 2 and 3 along with defined process through IT enablement in

1 Week

Serial 4 and 510 Development of new business segments within

SBUs or new line of delivery/niches, including marketing strategy.

1 week

11 Procedure for formation of JV's, MoU and other instruments of business sharing with business adversaries aligned with the Business plan mention in serial 1 correlated with Market assessment mentioned in serial 2 addressing the limitation of NATCO to cope the market need with formation business sharing through sharing instruments like JV;s MoU with business adversaries.

1 week

12 HR Assessment, Service Structure aligned the suggested strategy.

3 weeks

The above suggested weeks are adjustable as per need. Initially, it is recommended that the bidders may take it as complete project on turnkey basis to select the consultant at one par. It is pertinent to mention that the consultant will not just submit the report but will support the implementation with his team with close monitoring. However a snapshot reports Board of Directors through Managing Director NATCO. The consultant will attend the board meeting as and when needed for clarification to get approval of the board on each milestone.

APPENDIX BTIME SCHEDULE

B-1 Effective Date of Commencement of Services. (The date on which this Agreement shall come into effect is the date when the Agreement is signed by both the parties and the amount of advance payment due upon signing of the Agreement is received by the Consultant.)

B-2 Time Schedule of Services (With reference to Article 3.2 give time schedule of service taking into account data/documents required from the Client and the time of approval(s) by the Client.)

APPENDIX C

REMUNERATION FOR SERVICES

&

SCHEDULE OF PAYMENT

(With reference to Article 5)

C-1 Total Remuneration

(lump sum/Cost plus fee)

C-2 Advance Payment

(Generally 10% of the total remuneration)

C-3 Schedule of Payments

(Either in terms of time with respect to Date of Commencement or on submission of deliverables).

APPENDIX D

SPECIAL CONDITIONS

D-1 PROJECT MANAGER (refer Article 4.1)

D-2 REPRESENTATIVE OF THE CLIENT (refer Article 4.2)

D-3 VENUE OF ARBITRATION (refer Article 9)

D-4 LOCATION OF THE COURTS (refer Article 10)HAVING JURISDICTION

ANNEXURE

Integrity Pact

DECLARATION OF FEES, COMMISSIONS AND BROKERAGE ETC. PAYABLE BY THE SUPPLIERS/CONTRACTORS OF GOODS, SERVICES & WORKS

___________________________ [the Seller/Supplier/Contractor] hereby declares its intention not to obtain or induce the procurement of any contract, right, interest, privilege or other obligation or benefit from Government of Pakistan or any administrative subdivision or agency thereof or any other entity owned or controlled by it (GoP) through any corrupt business practice. Without limiting the generality of the foregoing, [the Seller/Supplier/Contractor] represents and warrants that it has fully declared the brokerage, commission, fees etc. paid or payable to anyone and not given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan either directly or indirectly through any natural or juridical person, including its affiliate, agent, associate, broker, consultant, director, promoter, shareholder, sponsor or subsidiary, any commission, gratification, bribe, finder’s fee or kickback, whether described as consultation fee or otherwise, with 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. [The Seller/Supplier/Contractor] 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. [The Seller/Supplier/Contractor] 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, [the Seller/Supplier/Contractor] 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 [the Seller/Supplier/Contractor] 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.