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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)




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



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.



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.



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)



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)



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)



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



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.



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.



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;



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.



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.



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:



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.



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.



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.



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



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)



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)


0 1 2 3


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)


1 2 3 4


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.



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.



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.



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.



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: ____________________________



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



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)



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.


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.