Botswana Power Corporation

Transcription

1 Botswana Power Corporation PROCEDURES FOR THE IMPLEMENTATION OF THE AMENDED TENDER REGULATIONS Today Tomorrow Document Category Procurement Policies Document Title Implementation Procedures for the Revised Tender Regulations Revision Number Rev 2 Number of Pages 172 Date Compiled 1 st March 2016 Review Date Documentation Control Refer to Paragraph 21 of this Document Document Reference Electronic Archive Reference Number Page 1 of 200

2 CONTENTS 1. Introduction 2. Definitions 3. Scope 4. Objectives 5. Application 6. Responsibility 6.1 Chief Executive Officer 6.2 Chief Financial Officer 6.3 Heads of Business Units 7. Method of Procurement 7.1 Introduction 7.2 Open tender Method 7.3 Selective Tender Method 7.4 Quotations Procurement 7.5 Single Source Tender 7.6 Expression of Interest (EoI) 7.7 Unsolicited Proposals 8. Tender Advertisement and Opening 8.1 Tender Invitation Notices 8.2 Register of Tender Documents 8.3 Request for Proposal (RfP) Document 1. Economic Diversification Drive (EDD) 2. Contents of the Request for Proposal (RfP) Document 3. Alternative Bids 4. Types of Request for Proposal (RfP) documents 8.4 Bid Receipt and Opening 9. Evaluation of Tenders 9.1 Appointment of Tender Evaluation Committees 9.2 Composition of the Tender Evaluation Committee 9.3 Responsibilities of the Tender Evaluation Committee 9.4 Proceedings of the Tender Evaluation Committee 9.5 Evaluation and Comparison of Single Envelope Tenders 9.6 Evaluation and Comparison of Dual Envelope Tenders 9.7 Report on Evaluation of Tenders 10. Choice of Evaluation Method 10.1 Evaluation by Quality and Cost Based Selection Page 2 of 200

3 10.2 Evaluation by Quality Based Selection 10.3 Evaluation by Fixed Budget Selection 10.4 Evaluation by Least Cost Selection-Supplies and Works 10.5 Evaluation by Least Cost Selection-Services 10.6 Evaluation by Qualification Selection 10.7 Presentations by Bidders 10.8 Clarification during the Evaluation 10.9 Report on Evaluation of Tenders Determining the Best Buy 11. Tender Approval Authorities and Composition 11.1 Board Procurement and Tender Committee 11.2 Board of Directors 11.3 Chief Executive Officer 11.4 Executive Procurement and Tender Committee 11.5 Director Generation 11.6 Chief Financial Officer 11.7 Heads of Business Units 11.8 Emergency Procurement 12. Tender Approval Financial Thresholds 12.1 Procurement Financial Limits 12.2 Delegation of the Supply Chain and Power Station Managers to Approve Purchase Orders 12.3 Tender Approvals based on Subject Matter and Functional Responsibilities of Business Units 12.4 Financial Limits for Distribution Works 12.5 Approval of Purchase and Stores Requisitions 13. Business Unit Procurement and Tender Committee 14. Procurement Preference and Reservation Economic Diversification Drive (EDD) Citizen Economic Empowerment (CEE) Local Procurement Scheme 15. Statutory Requirements 16. Contract Award 17. Debriefing the Bidders 18. Tender Appeals Structure 19. Suspension and Delisting of Contractors Page 3 of 200

4 20. Implementation Date 21. Review of Implementation Guidelines 22. Monitoring and Reviewing 23. Documentation Control a) Related Documents b) Document Change Control c) Document Release Control List of Annexure: Annexure A Board Procurement and Tender Committee Terms of Reference Annexure B Executive Procurement and Tender Committee Terms of Reference Annexure C Business Unit Procurement and Tender Committee Terms of Reference Annexure D Tender Invitation Notice Template Annexure E Request for Proposal (RfP) Template (Goods, Tools and Equipment Annexure F Request for Proposal (RfP) Template (Services) Annexure G Appointment of Tender Evaluation Committee Template Annexure H EPTC Submission Template (Services) Annexure I Financial Evaluation with Application of CEE Annexure J EPTC Submission Template (Goods, Tools and Equipment Annexure K Delegation of Authority to Release Purchase Orders Template Annexure L Citizen Economic Empowerment (CEE) Preference Margins Annexure M Tender award Letter Template Annexure N Letter to Unsuccessful Bidders Template Annexure O Request for Quotation Template Annexure P Register of Tenders Awarded on the basis of application of Price Preference Annexure Q Nullification and Re-advertisement of Tenders Template Annexure R Expression of Interest Template Notification of Tender Closing Date Template Annexure S Notification of Extension of Tender Closing Date Annexure T EPTC Submission Tender Award Ratification Page 4 of 200

5 1. INTRODUCTION At its meeting of the 25 th June 2015, the Botswana Power Corporation Board of Directors approved the Corporate Revised Tender Regulations. The Board however required management to put in place control measures aimed at ensuring prudent implementation of the revised Tender Regulations. 2. DEFINITIONS In this Policy unless the context otherwise requires: Key Player Board Board Procurement and Tender Committee Chief Executive Officer Executive Procurement and Tender Committee Business Unit Procurement and Tender Committee Director Generation Composition Means the Members of the Botswana Power Corporation Board of Directors who can, by resolution, devolve to themselves the powers and authority of the Board Procurement and Tender Committee. Means a Sub-Committee of the Board appointed to adjudicate tenders. The Committee is appointed by the Chairman of the Board of Directors Means the head of the Executive of the Botswana Power Corporation who has the mandate to appoint members of the Executive Procurement and Tender Committee. The Chief Executive Officer can be delegated (by the Board of Directors) the mandate to approve tenders. Means a Sub Committee of the Executive Committee, which has been delegated authority to adjudicate and approve tenders up to the financial threshold that has been determined by the Botswana Power Corporation Board of Directors. The Committee is appointed by the Chief Executive Officer Means a Sub Committee of the Executive Procurement and Tender Committee that is appointed by the Head of the Business Unit to adjudicate tenders within the respective Business Units. Means the head of the Generation Business Unit who has been delegated by the Chief Page 5 of 200

6 Executive Officer to approve tenders for the procurement of spares, lubricants and other materials required for the operations of the power plant. The Director also has the mandate to delegate to the power plant Manager powers to approve tenders up to the tender approval financial threshold that has been determined by the Chief Executive Officer, which should not be above the threshold that has been set for the Heads of Business Units. Tender Evaluation Committee Head of Business Unit Means a Committee appointed by the Head of the procuring Business Unit to evaluate tenders within the respective Business Units. Means: i) The head of a Strategic Business Unit which is a ring-fenced profit centre and has its own business plan, has a clear set of performance targets, has its own set of financial reports; forms part of the Corporation s transfer pricing value chain, has management and staff specifically dedicated to the operation of the unit and has its own internal governance and reporting structures. ii) The head of a Corporate Support Unit which is a ring-fenced cost centre responsible for centralised processes in support of Strategic Business Units and other Support Units. Chief Financial Officer Means the custodian of the Corporation s procurement policy who has the mandate to approve The Abbreviations used in this document are given below: ABREVIATION BPC BPTC BUPTC EPTC SBU Definition Botswana Power Corporation Board Procurement and Tender Committee Business Unit Procurement and Tender Committee EXECUTIVE Procurement and Tender Committee Strategic Business Unit and Corporate Support Units Page 6 of 200

7 The Key Terms in this document are given below: KEY TERM Dual Envelope Tenders Open Tender Selective Tender Single Source Tender Quotations Procurement Use of Expression of Interest (EoI Definition This is a one stage-two envelope method of bid submission in which a bid is submitted in an outer sealed envelope, containing two separately sealed and labelled envelopes, marked and containing separate technical and financial proposals which are opened in separate bid openings. A formal tender method that is open to all bidders following internal and external advertisement of a bid notice in the media, the Corporate website or any other communication medium approved by the Head of the Executive Procurement and Tender Committee. This is a formal tender method that is used with prior authority of the Executive Procurement and Tender Committee where only selected suppliers are invited to tender. These are tenders that are only used where the selection of supplier is conducted on a sole supplier basis without competition These are tenders that are lodged by hand, facsimile, or electronic media with the Business Unit, for evaluation and adjudicated after the specified date and time. There is no public opening, but there is control of the tenders until the closing date. This tender method is used when there is a need to enhance competitiveness by restricting the invitation to tender to service providers who have the capability to meet the requirements of the subject procurement. 3. SCOPE The Scope of this document is to set out guidelines and procedures to be followed during the implementation of the amended Tender Regulations that were approved by the Board of Directors on the 25 th June OBJECTIVES The objective of this document is to outline the critical requirements of the amended Tender Regulations which need to be strictly adhered to by the respective Business Units, as well as to put in place control measures that will ensure good governance and controls in the procurement process at all times. Page 7 of 200

8 5. APPLICATION These Procedures are issued to guide the application of the amended Tender Regulations that were approved by the BPC Board of Directors on the 25 th June The document is applicable to all concerned Business Units for the procurement and disposal of the Corporation assets. In the event of misalignment or conflict between these Procedures and the Tender Regulations, the Tender Regulations shall take precedence. 6. RESPONSIBILITY 6.1 Chief Executive Officer: Appoints members of the Executive Procurement and Tender Committee whose role is to authorise acceptance or otherwise of Tenders for the Corporation s requirements of supplies, works or services in accordance with Tender Regulations, up to a value as delegated and amended from time to time by the Board. The Terms of Reference of this Committee are outlined at Annexure B. 6.2 Chief Financial Officer: Being the head of the Centralised Supply Chain Management and Procurement processes, the Chief Financial Officer shall execute effective implementation of the Amended Tender Regulations by enforcing controls as well as monitoring adherence to the requirements of the Regulations. The Corporate Finance Business Unit shall be responsible for all aspects of the process and is empowered to set business rules and practices. 6.3 Heads of Business Units: The Heads of Business Units shall execute the procurement and disposal processes in accordance with the Tender Regulations and the business rules and practices set by the Corporate Finance CSU, and put in place adequate internal structures to address the requirements of this Procedure. Furthermore, the Heads of Business Unit s role is to appoint members of the Business Unit Procurement and Tender Committee whose role is to adjudicate and make appropriate recommendations for award of tenders whose values are within the tender approval financial threshold of the Heads of Business Units. The Terms of Reference of this Committee are outlined at Annexure C. 7. Methods of Procurement 7.1 Introduction (1) In the execution of procurement of goods and services, appropriate procurement methods shall be applied. Page 8 of 200

9 (2) A procuring Business Unit shall use such procurement method as is provided for in these Tender Procedures. (3) Procurement method can either be Formal or Informal. (4) The basis for selecting a procurement method shall be determined by: (i) Estimated value of the requirements; or (ii) The nature and scope of the proposed works, goods or services. (5) Except as provided for in these Procedures, the default method shall be the Open Tender method as defined in sub-paragraph 6: 7.2 Open Tender Method (1) This is a formal tender method that is open to all bidders following internal and external advertisement of a bid notice in the media, the Corporate website or any other communication medium approved by the Head of the procuring Business Unit. (2) The Executive Procurement and Tender Committee shall determine the cost of the bidding documents that are sold to prospective bidders. (3) Nothing shall prevent a resident foreign or international bidder from participating in the Open Tender. (4) The tender advertisement shall only be used with prior written authority of the Executive Procurement and Tender Committee. 7.3 Selective Tender Method (1) This is a formal tender method that is used with prior authority of the Executive Procurement and Tender Committee where:- (i) The supplies, works or services are available only from a limited number of known providers. (ii) There is insufficient time for an open tender method due to an emergency situation. Page 9 of 200

10 (iii) Exceptional circumstances which the Executive Procurement and Tender Committee may consider to be justifying a departure from the use of the Open Tender method. (iv) The Invitation to Bid shall be addressed to a limited number of providers approved by the Executive Procurement and Tender Committee without advertisement in any publication. 7.4 Quotations Procurement Method (1) These are tenders that are lodged by hand, facsimile, or electronic media with the Business Unit, for evaluation and adjudicated after the specified date and time. There is no public opening, but there is control of the tenders until the closing date. (2) This may be used where the estimated value of the procurement falls within the set tender financial threshold for Informal Tenders, where a minimum of three (3) quotations are sourced from the market. (3) The number of competitive quotations stipulated under sub-procedure (ii) does not give the procuring Business Unit the latitude to omit other known manufacturers or suppliers. Where the number of known suppliers, however, is excessive, the numbers invited can be limited to at least five quotations. (4) Responses to Requests for Quotations shall be evaluated by at least two members of the procuring Business Unit prior to the raising of a Purchase Requisition. A quotation evaluation report form should be completed and signed by the evaluators. (5) Documents used in the Quotations Procurement Method shall be securely stored by the procuring entity for audit purposes. (6) All other tender methods are therefore formal. 7.5 Single Source Tender (1) The Single Source Tender method shall only be used where the selection of supplier is conducted on a sole supplier basis without competition, such as where;- (a) The supplies, works or services are available from only one provider. Page 10 of 200

11 (b) An existing contract could be extended for additional supplies, works or services of a similar nature and no advantage could be obtained by further competition, provided the prices on the extended contract are reasonable. (c) Additional supplies, works or services are required to be compatible with existing supplies, works or services, and it is advantageous or necessary to purchase the additional supplies, works or services from the original supplier, if the prices of the additional contract are reasonable. (d) It is essential or preferable to purchase original supplies, works or services from the original supplier, to ensure continuity for downstream work, including continuity in technical approach, use of experience acquired or continued professional liability, if the prices on the additional contract are reasonable. (2) The Business Unit shall not commence any procurement process under the Single Source Procurement method prior to the Executive Procurement and Tender Committee signifying its acceptance and approval of the full justification advanced by the Business Unit for the necessity for the use of this method. 7.6 Use of Expression of Interest (EoI) (1) The Expression of Interest (EOI) shall be used where: a) The local market cannot adequately service the requirements of the Corporation b) There is a need to enhance competitiveness by restricting the invitation to tender to service providers who have the capability to meet the requirements of the subject procurement. (2) To obtain Expressions of Interest, the Corporation shall include a list of expected assignments in the Tender Invitation Notice, which will be advertised in local and (where applicable) international newspapers as well as on the Corporation s website. (3) The information requested shall be the minimum required to make a judgement on the firm s suitability and should not be so complex as to discourage companies from expressing interest. Page 11 of 200

12 (4) A minimum of fourteen (14) calendar days from date of advertising in newspapers and posting on website shall be provided for responses, before preparation of the shortlist. 7.7 Unsolicited Proposals (1) The Corporation may, in its absolute discretion, negotiate with a party that presents an unsolicited proposal, where the Corporation considers that circumstances warrant such an approach. Discretion shall be subject to approval by the Executive Procurement and Tender Committee based on the following considerations: a) Whether the offered services or products address a specific business need of the Corporation. b) Whether the proposed solution or services cannot be offered by competitors. c) There are advantages to be derived from entering into exclusive negotiations with the proponent. d) Whether there are any impediments to the exclusive negotiations such as for example intellectual property rights. e) Whether there are any unique financial arrangements that support implementation of the project. f) The proponent s ability to demonstrate unique elements or innovative ideas that cannot be delivered by other parties within acceptable timelines. g) The proponent s possession of exclusive skills and experience that are requisite to effective project implementation. (2) An exclusive negotiation with a proponent will be solely limited to the proponent for the purposes of developing the specific unsolicited proposal. Moreover, exclusivity will only be granted by the Corporation on a project by project basis. (3) During a period of negotiation, the Corporation will not grant similar rights to the proponent of another proposal relating to substantially the same subject matter of the negotiations. Page 12 of 200

13 The Corporation may do so, however, if it has received multiple unsolicited proposals before engaging in any negotiations and wishes to negotiate on two or more such proposals (4) In the event that the Corporation may enter into an exclusive negotiation with a proponent, it shall retain the right to withdraw its interest or offer at any stage, provided the proponent has been given sufficient notice. (5) The following shall be the key features of an exclusive negotiation with a proponent: a) The sanctioning of the negotiations being at the Corporation s sole discretion, subject to specific terms and conditions, having regard to the particular characteristics of the proposal. b) Maximisation of value for money and minimization of risk shall be prioritized when assessing and dealing with such proposals. In this context, Value for Money shall be based not only on the minimum purchase price but also on the maximum efficiency and effectiveness of the purchase; c) The proponent will be responsible for its own costs in developing and lodging the proposal; d) Exclusivity may be given on a stage by stage basis, with the Corporation entering (at its discretion) into exclusive negotiations with the proponent to develop a proposal for any subsequent stages. e) During the assessment process the Corporation will not be precluded from engaging with other parties during the stage one assessment of initial proposals. This will enable the Corporation to ascertain whether there are competing proposals and the potential for alternative value for money propositions. (6) This Procedure does not negate or vary the need for proposals to comply with other relevant corporate procurement policies. 8. TENDER ADVERTISEMENT AND OPENING 8.1 Tender Invitation Notices. Page 13 of 200

14 Approval of The Executive Procurement and Tender Committee must be obtained prior to advertisement of tenders. The Tender Invitation Notice should reflect the following: (i) Tender Number. (ii) Closing date and time. (iii) The address to be used for Tender Submissions. (iv) The Bidder s address to be stated on back of envelope. This will be required in the event the tender is to be returned to the bidder (v) The appointed time and place of the public opening. (vi) The tender documentation fee (if applicable) The Tender Invitation Notice Template is at Annexure D. Notices calling for Tenders must be available to the general public and therefore should be placed in the Media and the corporate website as well as other foreign publications as deemed appropriate by the Executive Procurement and Tender Committee. The minimum period for floating tenders shall be as follows; PROCUREMENT METHOD Formal Open Tender Selective and Single Source tendering. Pre-qualification tendering or Expression of Interest (EOI) Tenders involving pre-determined rates. BIDDING PERIOD (MINIMUM) Twenty one (21) calendar days Fourteen (14) calendar days Twenty one (21) calendar days Seven (7) calendar days 8.2 Register of Tender Documents The Supply Chain Department shall maintain a register of all tender documents issued following a tender invitation which should reflect: i) Name(s) of the Company or Individual purchasing/collecting the tender documents ii) Name(s) of the company representative iii) Contact details (Facsimile, Telephone, , Postal Address) The register should be stored in a secure area since the information therein shall form part of the compliance criteria during the tender evaluations. 8.3 Request for Proposal Document 1. Economic Diversification Drive (EDD) Page 14 of 200

15 Presidential Directive CAB 34 (b) /2014, requires that the Botswana Power Corporation should purchase locally produced products from locally based manufacturers, and service providers. In line with this Directive, Business Units are required to seek approval of the designated tender approval authority to purchase locally produced products and services from other sources locally or outside the country, where there is need and only in exceptional circumstances upon compelling justification being given. To ensure compliance, the tender evaluation sub-section of the Request for Proposal Terms of Reference, shall be crafted to reflect amongst others the following: Preference will be given to locally manufactured products in line with the requirements of the Economic Diversification Drive (EDD) Revised Guidelines. Stage 3 Financial Evaluation a) Bids for locally produced products submitted by bidders registered under the following initiatives shall be evaluated and award made on the basis of price and delivery competiveness. Bidders are required to provide proof of eligibility to the procurement preference initiatives: i) Economic Diversification Drive (EDD) and ii) Local procurement Scheme (LPS) b) Bids for products that are to be imported shall be considered where bids at (a) are not competitive or where part of the quantities to be procured is considered to be above the capacity of the local producers. 2. Contents of the Request for Proposal (RfP) Document (1) The Request for Proposal document shall consist of Parts 1, 2, 3 and 4 which include all the Sections indicated below: Section 1 Section 2 Section 3 Section 4 Instructions to Tenderers (ITT) Terms of Reference (ToR) which should include the tender evaluation criteria in line with Paragraph 8.3 (1) of these Procedures Conditions of Tendering Schedules (if applicable). Page 15 of 200

16 (2) Other information should include; (i) A paragraph reflecting the location where tenders are to be placed/deposited, and that tenders placed/deposited elsewhere shall not be accepted. (ii) A paragraph that indicates that the wall clock that is installed in the tender opening room shall be used to determine the closing time for tender submissions. (iii) Instructions on the method of tender submission which shall be: a) One envelope submission, in which a tender document containing the Tenderer s financial and technical offer is submitted together in one envelope. b) A two envelope submission in which the financial offer from the tenderer is placed in one sealed envelope marked Financial Offer and the technical offer is placed into a second sealed envelope marked Technical Offer and both envelopes are placed onto a third envelope. The Request for Proposal documents shall state that bids shall be submitted in outer envelopes securely sealed in such a manner that opening and resealing cannot be achieved undetected. (iii) The applicable Taxes as per the Botswana Tax Regulatory Framework. (iv) That tenders are to be submitted in two or more copies. The Original copy shall after tender opening, be kept in the custody of the Supply Chain Department, and can be used thereafter for verification of the authenticity and correctness of the tender evaluation. (v) The requirements to be submitted by prospective bidders. These shall include but not limited to Statutory and Policy requirements. On establishing compliance during adjudication, bidders will be instantly disqualified for not meeting the statutory requirements. (vi) The Scope of Services to be provided under this tender. (vii) The tender validity period preferred with the minimum being 60 calendar days. (viii) The criteria that will be used to evaluate the tender. This should be crafted in the following stages: Page 16 of 200

17 a) Stage 1: Technical Evaluation where tenders will be evaluated or scored against criteria to meet the technical requirements of the specifications. b) Stage 2: Financial Evaluation where tenders are evaluated on the basis of either the lowest price or in the case of quality and cost based evaluation a formula will be used to determine the scores. c) Stage 3: Compliance to General Requirement of the Tender where bids will be evaluated to determine submission that bidders were required to submit. In the event that the preferred bidder(s) may not have submitted any of the required documentation then the evaluation committee shall require such bidder to submit the documentation within three (3) working days of notification. Failure to submit within the stipulated period shall disqualify the bid. Compliance to these requirements, The following shall where applicable, form part of the documentation bidders shall be required to submit. a) Submission of Valid Tax Clearance/Exemption Certificate b) Submission of Type Test Certificates c) Submission of Trading Licence/Accreditation/Certification d) Submission of proof of PPADB registration e) Submission of Delivery/Completion period f) Submission of Company Share Certificates g) Non-completion of the Tender Form h) Non-completion of the Conflict of Interest Schedule i) Non-disclosure of source/manufacturer of goods/services to be supplied The ITT shall clearly reflect submission of the applicable documentation shall be a condition for award of a tender. ix) The document should reflect a non-returnable checklist to be completed by bidders as a means of ascertaining that all the required documentation has been included in their respective bids (3) Alternative Bids 1) The Request for Proposal document may indicate whether alternative bids are allowed. Page 17 of 200

18 Where alternative bids are allowed, the Request for Proposal document will also indicated whether they are permitted in accordance with sub-regulation 18.3 below, or are invited in accordance with sub-regulation 18.2 and/ or ) When alternatives to the Time Schedule are explicitly invited, a statement to that effect will be included in the Request for Proposal, and the method of evaluating different time schedules will be described in the Evaluation Criteria. 3) Except as provided under sub-regulation 18.4 below, Bidders wishing to offer technical alternatives to the Corporation s requirements as described in the Request for Proposal document must also provide (i) a price at which they are prepared to offer a product meeting the Corporation s requirements and (ii) all information necessary for a complete evaluation of the alternatives by the Corporation, including drawings, design calculations, technical specifications, breakdown of prices, proposed installation (as applicable) and other relevant details. Only the technical alternatives (if any) of the lowest priced bidder conforming to the basic technical requirements shall be considered by the Corporation. 4) When bidders are invited in the Request for Proposal to submit alternative technical solutions for specified parts of a facility, such parts shall be prescribed in the Corporations requirements that should be detailed in the Request for Proposal document. Technical alternatives that comply with the performance and technical criteria specified for the facility shall be considered by the Corporation on their own merits. (5) Types of Request for Proposal documents There are two Request for Proposal templates to be used depending on the services being procured. The templates are reflected at Annexure E and F i) Request for Proposal (RfP) (Goods, Tools and Equipment) ii) Request for Proposal (RfP) (Services) 8.4 Bid Receipt and Opening In the case of Formal Tenders, bids received will be placed, and shall remain, in the Tender Box until the appointed time of the tender opening. The Tenders will be opened at the designated time in the presence of a member of the Internal Audit department and those Bidders who may wish to attend. The wall clock that is installed in the tender opening room shall be used to determine the closing time for tender submissions. Page 18 of 200

19 8.4.2 Prior to opening of envelopes, tender responses shall be reconciled against the register of all received bids that shall be maintained by the Supply Chain Department. Any bids that have not been registered shall not form part of the tenders that are to be opened All opened tenders shall be sequentially numbered and where feasible the bid documents should be reinserted in the respective submission envelope Total tendered prices (in the case of single envelope tenders), delivery or completion periods, discounts offered and the names of the Bidders will be disclosed. In the event that both fixed and variable prices are offered, these are to be announced In the case of tenders involving procurement of multiple components that are to be evaluated separately, only names of the bidders will be disclosed during the tender opening session. Bidders can thereafter obtain (on request) bid prices for the individual components from the procuring Business Unit In the case of Dual Envelope Tenders, only the technical tenders will be opened and the names of the Bidders will be disclosed along with delivery or completion periods where applicable. Technical proposals shall immediately be handed to the procuring Business Unit to facilitate evaluation Financial proposals shall be securely stored by the EPTC Secretariat and only those submitted by bidders that have been approved by the EPTC to proceed to the financial evaluation stage, shall be released to the procuring Business Unit Financial proposals from bidders who did not progress to the financial evaluation stage of the tender, will be returned unopened to the respective bidders by the EPTC Secretariat A Tender Summary Schedule will be compiled, signed and dated by those present on behalf of the Corporation and held by the Supply Chain Manager or the Projects Manager, as applicable, for safekeeping and record. The Tender Summary Schedule shall be availed to interested bidders Under no circumstances will tenders that are submitted after the closing time be accepted Bidders who wish to withdraw their submissions shall be allowed to do so on prior to the tender closing time. Page 19 of 200

20 9. EVALUATION OF TENDERS 9.1 Appointment of Tender Evaluation Committees Tender Evaluation Committees shall be appointed in writing by: i) Heads of procuring Business Units. ii) Power Station Manager in respect of tenders that have been floated by the power station, subject to the value of such tenders being within the delegated tender approval financial threshold of the Power Station Manager. iii) Supply Chain Manager in respect of tenders that have been floated by the Supply Chain Department, subject to the value of such tenders being within the delegated tender approval financial threshold of the Supply Chain Manager. 9.2 Composition of the Tender Evaluation Committee The Committee shall comprise: i) Three members from the procuring Business Unit one of whom shall be the Chairman ii) The Secretary who shall be appointed from the procuring Business Unit, to keep minutes and record decisions and recommendations of the Committee. iii) A member of a Business Unit other than the one that originated the procurement. iv) If applicable, Co-opted member(s) whose technical expertise may be considered essential to the evaluation process. In the event that co-opted additional members may require remuneration, their remuneration shall be subject to prior approval by the Executive Procurement and Tender Committee. The Co-opted member shall be required to sign a Declaration of Secrecy Form. v) A representative of the Supply Chain Department shall be assigned by the appointing authority to offer support and guidance to the tender evaluation committee on the application of the Tender Regulations. 9.3 Responsibilities of the Tender Evaluation Committee The Committee shall be responsible for: i) Evaluation of bids in accordance with the Tender Regulations. ii) Ensuring that all tenders are in order, and contain no material errors. iii) Ensuring that all tenders are compliant with the tender specifications. Page 20 of 200

21 iv) Preparation of the Tender evaluation report. v) Applying procurement preference margins to eligible Botswana registered and citizen owned manufacturers and service providers in accordance with Tender Regulations 44 and 45. vi) Where members of the Evaluation Committee disagree on the results of an evaluation, the findings and recommendations of the majority shall be stated in the evaluation report. The evaluation report shall contain a statement of any disagreement and the reasons therefore, further discussions held on the issue and the names of those holding alternative views. vii) The evaluation report shall be signed by all members of the Evaluation Committee including those who disagreed at sub-procedure vi. viii) Formulating recommendations for presentation to the Executive Procurement and Tender Committee through the Business Unit Procurement and Tender Committee and the Head of the Business Unit. ix) In the event of disagreement between the evaluation committee and the Head of the procuring Business Unit/Supply Chain Manager/Power Station Manager (as applicable), which the two parties are unable to amicably resolve, then such will be referred for arbitration by the Executive Procurement and Tender Committee. x) In the event of disagreement between the Head of the Business Unit and the Executive Procurement and Tender Committee, which the two parties are unable to amicably resolve, then such will be referred for arbitration by the Board Procurement and Tender Committee through the Chief Executive Officer. xi) In the case of projects managed by a Nominated Consultant, the committee evaluation need not apply. It will, however, still be responsible for formulating recommendations for presentation to the Head of the Business Unit through the Business Unit Procurement and Tender Committee. The Business Unit shall remain be accountable for the evaluation. Page 21 of 200

22 9.4 Proceedings of the Tender Evaluation Committees Recommendations for award of contracts shall be made solely on the basis of information and evaluation criteria provided in the tender documents, and without influence by personal or political or other preferences In the event that a member of the Tender Evaluation Committee should find that they have a conflict of interest in the tender evaluation, he/she shall declare his/her interest in the tender and leave the meeting and shall not participate further in the deliberations, or decision-making process, of the committee, in relation to the said submission. The individual, who no longer takes part in the evaluation, is still sworn to confidentiality (though a conflict of interest should have been discovered much earlier) All the evaluation team members will assemble together at an agreed time and date. Team members may not conduct the evaluation outside of the designated room, nor are any of the documents allowed to be removed from the room unless an alternative arrangement has been approved by the Head of the Business Unit Arrangements should be made to provide light refreshments and regular breaks for the participants. Complex evaluations may take up to one week, or more, to complete, therefore the members must be prepared to dedicate sufficient time to complete the task The Evaluation Team members will sign a Declaration of Secrecy Form committing them to secrecy and confidentiality The evaluation room must be kept locked between the evaluation sessions, the key being kept in the custody of the Committee Secretary The evaluation shall be conducted on the basis of predetermined and publicly published evaluation criteria The points recorded on the evaluation forms should be kept secret and hidden from the other committee members. Discussion about the merits, or otherwise, of the bids are strictly not allowed. The Committee should work in silence apart from scheduled breaks. Cross-talking, or asking opinions of the other panel members, is not allowed The committee members will record their points on the form provided, including a statement as to the strengths and weaknesses of each bidder s proposal The Chairman shall act as an Invigilator and shall organise and advise the Committee, during its deliberations. Page 22 of 200

23 If the evaluation is to be seen as fairly appraised, it will be expected that the points awarded to each criteria should be reasonably close to one another. Where some points clearly diverge from the points of other assessors, the Invigilator will ask for an explanation. The member may have misunderstood the criteria, or the proposal. Without any pressure, the Invigilator will explain any misconception and request the member to reexamine that particular section of the tender submission, once again. The member may, or may not, revise their points The recommendations of the Tender Evaluation Committee shall normally be unanimous, but any divergent views shall be recorded in the evaluation report to be submitted to the BUPTC and other applicable tender approval authority The individually scored points shall be summed together to arrive at an aggregate score, the basis on which a recommendation report for the contract award shall be made. The Secretary will prepare a formal evaluation report for each evaluation conducted and the report shall be signed by all participating members of the Evaluation Committee. The evaluation report and the written justification of the recommendations, is sent to the Tender Adjudication authority for decision on the contract award. 9.5 Evaluation and comparison of Single Envelope Tenders For a single envelope system, both technical and financial bids are submitted in a single envelope but separately marked. The technical proposals are evaluated first but there is no need for the EPTC s authority to evaluate the financial proposals The evaluation shall follow the following stages: i) The primary stage of evaluation is to verify the accuracy of Tender prices, and to identify those tenders which meet the technical requirements of the specification and conditions set forth in the tender document. ii) The secondary stage of evaluation should place the remaining tenders in order of merit, in consideration of both technical and financial aspects, including, but not limited to: a) The efficiency and compatibility of the equipment offered. b) Availability of after-sales service and spare parts. c) The plant, equipment and resources available to the Bidder. d) Reliability of construction methods proposed. e) Assessment of any qualifications that may be introduced by a Bidder i.e. Terms & Conditions specified by a Bidder. The factors should, to the extent practicable, be expressed in monetary terms, Page 23 of 200

24 or given a relative weight in the evaluation process of the tender documents. f) Relevant experience and technical expertise. g) Competitiveness of price on a Net Present Value basis, including life cycle operating costs. h) Time of delivery or completion. i) Past performance of the Bidder in terms of quality, delivery and price adherence. j) For comparison of all tenders, the currency or currencies of tender prices for each tender should be converted to and valued in terms of Pula. Where not so specified in the documents the exchange rate to be used in such evaluation shall be the selling rates published by any Botswana registered Commercial Bank on the tender opening date as follows: Tenders submitted in foreign currency denominations shall be converted to Pula at the ruling selling price for that currency as published by a locally registered Commercial Bank, on the day of tender opening. Tenders submitted in Pula but indexed to a foreign currency at a specific rate different to the quoted rate on the tender opening date, shall be adjusted to correlate with the exchange rate applicable on the tender opening date. Where tenders are either quoted in or indexed to a foreign currency or foreign currencies or indexed to commodity price indices, a provision should be made for variations in exchange rates or commodity prices. Tenders shall normally be awarded to the lowest priced and technically acceptable tender, unless conditions prevailing justify otherwise. 9.6 Evaluation and Comparison of Dual Envelope Tenders for the dual two envelope system: i) The technical and financial proposals shall be submitted in separate sealed envelopes clearly labelled technical and financial proposal respectively and enclosed in an outer large envelope. The two envelopes shall indicate the tender identification details, name and address of the Bidder while the outer envelope shall only indicate the tender details. ii) The evaluation will start with the technical proposal and secondly the financial proposal after the EPTC authority to open and evaluate the financial proposals. The criteria used, to determine which financial proposals to open and evaluate shall be stated in the ITT. Page 24 of 200

25 The bids that fail to acquire the specified minimum technical requirements shall be eliminated from further evaluation and possible recommendation for award of the tender. Their financial proposals will, therefore, be returned to them unopened. iii) The relative weight to be given to the quality and cost components of the evaluation shall depend on the nature of the assignment and shall be stated in the Request for Proposal. The preferred weighting shall be Technical Score 80%, Financial Score 20% with a minimum weighted technical score of 70%. iv) The financial proposals for those bids that meet the specified minimum technical requirements will be publicly opened, after the EPTC s approval that they should be opened. Subject to the Head of Business Unit approval, short listed bidders shall be invited at least two (2) weeks (international), or one (1) week (local), prior to the opening of the financial proposals and the proposals ranked according to the quoted prices. v) The use of a method that determines the financial score for each bidder to be applied as follows: Financial Score = Lowest Price/ Bidder s Price X 20 The lowest financial proposal shall be given a financial score of 20 points. 10. CHOICE OF EVALUATION METHOD (1) Each evaluation shall be performed in accordance with such procedure as is set out in Procedures 10.1 to 10.6 as may be relevant to the particular evaluation. (2) A Business Unit shall seek the authority of the Executive Procurement and Tender Committee to use an evaluation method other than one given in these Procedures Evaluation by quality and cost based selection (1) The quality and cost based selection method shall be conducted as follows; (i) Both the quality and the cost of bids shall be taken into account in a process under which technical bids are evaluated without access to financial bids: and Page 25 of 200

26 (ii) The relative weight to be given to the quality and cost components of the evaluation shall depend on the nature of the assignment and shall be stated in the Request for Proposal. The preferred weighting shall be Technical Score 80%, Financial Score 20% with a minimum weighted technical score of 70%. (2) A bid submitted under the quality and cost based selection evaluation method shall be submitted under the dual envelope submission method and evaluated to determine the: (i) Quality with regard to the technical bid, in accordance with- (a) An evaluation against set criteria on a merit point system to determine the total technical score for the technical bid received, and (ii) (b) The total scores determined compared to the minimum technical score; The total weighted cost score, with regard to a financial bid, where the bidder reached the minimum technical score; and (iii) The bidder who obtained the highest total combined technical and financial score, who shall be recommended for award of the contract. (3) The procedure for the quality and cost based evaluation of a technical bid shall be conducted in the stages detailed under Procedure 9.6 (dual envelope tender). (4) In this Procedure, quality and cost based selection means an evaluation methodology that takes into account both the quality and the cost of the bids in a process under which the technical bids are evaluated without access to financial bids Evaluation by quality based selection (1) Under the quality based selection evaluation method the evaluation of- (a) A technical bid shall be conducted against set criteria on a merit point system to determine the best technical bid without access to financial bids; (b) The quality of a bid shall be the primary factor to be considered; and (c) Cost shall apply only to the best technical bid. Page 26 of 200

27 (2) The procedure for the quality based evaluation of a technical bid shall be conducted in the stages detailed under Procedure 9.6 (dual envelope tender). (3) In this Procedure, quality based selection means an evaluation method that uses quality as the primary factor in a process under which technical bids are evaluated without access to financial bids and a financial evaluation is undertaken only for the best technical bid which is within the budget Evaluation by fixed budget selection (1) Under the fixed budget selection evaluation method, the Business Unit shall indicate its available budget, and evaluation shall be considered as follows- (a) A bidder shall be required to provide, within the stated budget, the best possible technical and financial bids, in separate envelopes; and (b) The bidder with the evaluated technical bid of the highest quality, which is within the stated budget, shall be recommended to be awarded the contract. (2) The schedule of requirements (otherwise referred to in the Request for Proposal as the Terms of Reference) prepared by the Business Unit, shall contain all the necessary detail to portray the sufficiency of the budget for the performance, by a bidder, of the expected tasks as shall be contained in the contract. (3) The procedure for the fixed budget selection of a technical and financial bid shall be conducted in the stages detailed under Procedure 9.6 (dual envelope tender). (4) In this Procedure, fixed budget selection means an evaluation method that recommends the bidder with the best technical bid which is within the budget Evaluation by least cost selection-supplies and Works (1) The least cost selection-supplies and works evaluation method shall be used to identify the lowest bid, which meets all the commercial and technical requirements of the Business Unit. (2) Unless otherwise specifically stated in the Request for Proposal document, a bid for the least cost selection-supplies and works method shall require the use of a single envelope submission method. (3) Recommendation shall be made for the award of the contract to the bid which is- (a) Qualified Page 27 of 200

28 (b) Technically compliant (c) Lowest priced and (d) Responsive (4) The procedure for the least cost selection-supplies and works evaluation of bids shall be in the stages detailed under Procedure 9.5 (single envelope tender) Evaluation by least cost selection-services (1) The least cost selection-services evaluation method shall be used to identify the lowest bid, which meets all the commercial and technical requirements of the Business Unit. (2) The least cost selection-services evaluation method shall require the use of separate sealed envelopes for submission of technical and financial bids. (3) The procedure for the least cost selection-services evaluation of a technical bid shall be in the stages detailed under Procedure 9.6 (dual envelope tender) Evaluation by qualification selection (1) The qualification selection evaluation method shall be used as may be determined by the Business Unit. (2) For the purpose of soliciting bidders under the qualification selection method, the Business Unit shall- (a) Follow a two stage process. (b) Prepare the Terms of Reference. (c) Request bidders to supply expressions of interest and information concerning their experience and competence relevant to the assignment; and (d) Obtain Executive Procurement and Tender Committee approval of the shortlist. (3) The procedure to be followed for the qualification selection method shall be conducted in the following two stages- (a) Floating of the request for Expression of Interest (EoI) (b) Short listing of bidders. (c) Request for proposals from shortlisted bidders (4) In this Procedure, qualification selection means a method of procurement used in the selection of bidders based exclusively on the quality of the proposal without reference to the price. Page 28 of 200

29 10.7 Presentations by Bidders (1) Under certain circumstances, usually for major contracts, it may be deemed necessary to call for presentations to be made by the bidders as part of the evaluation process Clarification during the Evaluation (1) Should an issue arise that requires clarification from one or more of the bidders a letter of clarification may be drafted by the Tender Evaluation Committee for this purpose subject to: i) Such decision being approved by a majority of the members of the Tender Evaluation Committee and so minuted; and ii) The letter being sent to all compliant bidders regardless whether or not clarification is required from some of the bidders Report on Evaluation of Tenders (1) A concise report on evaluation, comparison and adjudication of tenders setting forth the recommendation(s) and specific reasons on which the decision for the award of the contract is based, should be prepared for consideration by the appropriate Approval Authority. (2) This report shall be compiled generally in accordance with the format set by the Executive Procurement and Tender Committee at Annexure G and H Determining the Best Buy (1) It is the duty of the Tender Evaluation Committee to ensure the best buy (most economical value) is obtained by taking into account the optimum combination of costs, which will include the total life cycle costs of the goods, works or services. Cost is directly related to the performance requirements stipulated in the TOR and/or the specification. The higher the performance requirements that are demanded, then the costs will increase proportionally. This type of analysis is called obtaining the most economically advantageous offer. (2) When determining the most economically advantageous offer, it is necessary to look at all those costs that will contribute to the running or operational costs of the project that will be reasonable to expect, over the lifetime of the project. Page 29 of 200

30 It is not just the cost of the items, goods or services in the bid, but the inclusion of all the costs, both direct and indirect, for example:- THE ITEM COST + THE OPERATIONAL COSTS + OTHER CONSIDERATIONS OF COSTS a) Examples Of Typical Operational Costs i) Costs of Disposable items (items used with the equipment) ii) Costs of Consumable items (items used with the equipment) iii) The running cost (operational cost) iv) The human resources involved (labour costs) v) Cost of a recommended spare parts list vi) Maintenance costs / servicing costs (weekly, monthly) vii) Repair costs viii) Inclusion of rental or lease costs ix) Excise taxes (import duties) x) Value added tax xi) Withholding tax xii) Insurance cover b) Other Considerations Of Cost i) Additional man-hours required ii) Additional security needed (security guards) iii) Depreciation value (over set period of time) iv) Replacement cost v) Re-sale value, or scrap value vi) Environmental Impact considerations vii) Any other additional resources needed in the operation viii) Any other cost savings, or additional expenditure ix) Health and Safety considerations x) Cost of Disposal of the item *Note: If the above examples are going to be used to assess the true cost of the offer, then they should be clearly stated in the Quotation / Tender documents (3) It is important to be aware of all those additional costs and ensure that where appropriate, they are included with the main tender items and that it truly reflects the total costs involved. Comparison should be made of each offer, side by side, in a table format. Without full cost analysis it is often possible to commit the Corporation to very high costs over a number of years, as suppliers will often omit to include the full operating costs of systems, or to include excessively high consumable/disposable items. Page 30 of 200

31 (4) All procurement decisions must be based on vigorous assessment of all the available options in each set of circumstances, throughout the expected life of a project, by employing effective contract monitoring and measurement controls. 11. TENDER APPROVAL AUTHORITIES AND COMPOSITION 11.1 Board Procurement and Tender Committee (BPTC) This is a sub-committee of the Board that is appointed by the Board Chairman, with a mandate to approve tenders which are within the following financial thresholds: i) Goods and Services above P2.5million ii) Distribution Works above P2million Adjudication and approval of tenders by this Committee shall be subject to recommendations by the Executive Procurement and Tender Committee (EPTC) The Terms of Reference of this Committee are outlined at Annexure A Board of Directors In the case of strategic projects the Board of Directors can devolve to themselves the mandate and authority of the BPTC. The tender approval financial threshold shall be dependent on the value of individual projects Adjudication and approval of tenders by the Board may be subject to recommendations by the BPTC Chief Executive Officer (CEO) The Chief Executive Officer may be delegated by the Board of Directors to, approve tenders up to a financial threshold that has been determined by the Board Approval of tenders by the CEO shall be subject to recommendations by the EPTC Executive Procurement and Tender Committee (EPTC) This is a sub-committee of the Executive Committee that is appointed by the CEO, with a mandate to approve tenders which are within the following financial thresholds: Page 31 of 200

32 i) Goods and Services up to P2.5million ii) Distribution Works up to P2million Adjudication and approval of tenders by this Committee shall be subject to recommendations by the Business Unit Procurement and Tender Committee (BUPTC) The Terms of Reference of this Committee are outlined at Annexure B Director Generation The Director Generation shall be delegated in writing by the CEO the mandate to approve tenders for the procurement of spares, lubricants and other materials required for the operations of the power plant, up to a financial threshold that has been determined by the CEO. The written delegated authority shall not be equal to or exceed the tender approval financial threshold of the EPTC The Director Generation may delegate (in writing) part of the delegated to the Power Station Manager. Such delegation shall be equal to the tender approval financial threshold of the Heads of Business Units Approval of tenders by the Director Generation or the Power Station Manager (as delegated) shall be subject to recommendations by the BUPTC Chief Financial Officer The Chief Financial Officer shall be delegated in writing by the CEO the mandate to approve tenders for the procurement of stock items required for distribution works, up to a financial threshold that has been determined by the CEO. The written delegated authority shall not be equal to or exceed the tender approval financial threshold of the EPTC The Chief Financial Officer may delegate (in writing) part of the delegated to the Supply Chain Manager. Such delegation shall be equal to the tender approval financial threshold of the Heads of Business Units Approval of tenders by the Director Generation of the Power Station Manager (as delegated) shall be subject to recommendations by the BUPTC. Page 32 of 200

33 11.7 Heads of Business Units The Head of the Business shall be delegated the authority to approve tenders up to the threshold that has been approved by the Board, subject to prior adjudication and recommendation by the Business Unit Procurement and Tender Committee Emergency Procurement In the event of an emergency situation that in the opinion of the Head of Business Unit places the health and safety of the Corporation s employees and assets, a special delegation is made to the Heads of Business Units and the Power Station Manager, to approve operationally urgent Tenders where the value exceeds the tender approval financial threshold of the Head of the Business Unit/Power Station Manager. The value of such procurement shall not exceed the tender approval financial threshold of the Executive Procurement and Tender Committee Emergency procurement shall not apply in instances where the procurement is a result of the procuring Business Unit s failure to anticipate the need The procurement is to be ratified by the Executive Procurement and Tender Committee within ten (10) working days. 12. TENDER APPROVAL FINANCIAL THRESHOLDS 12.1 The procurement financial limits have been revised as follows: LEVEL Materials Controller Principal Supplies Officer FINANCIA L LIMIT TENDERING PROCESS FOR APPROVAL P5, The limit is based on an enquiry of a minimum of three quotations. The Materials Controller responsible for procurement will have delegated authority to authorise/release Purchase Orders up to this amount P10, The limit is based on an enquiry of a minimum of three quotations. The CONTROL MEASURES 1. Quotations shall be evaluated by at least two members of the Business Unit and approved by a staff member at the level of Band The Materials Controller- Procurement is authorized to authorise and release Purchase Orders for tenders approved under this dispensation. 1.Quotations shall be evaluated by at least three members of the Business Page 33 of 200

34 LEVEL Business Units FINANCIA L LIMIT TENDERING PROCESS FOR APPROVAL Principal Supplies Officer will have delegated authority to authorise/release Purchase Orders up to this amount up to this amount P300, Heads of Business Units shall have the authority to approve tenders up to the value of P300, subject to the following: 1. Tenders up to the value of P75, : Based on an approved Purchase Requisition the procurement office shall obtain at least three quotations, and a Purchase Order shall be raised in favor of the most competitive bidder. 2. Tenders up to the value above P75, but not more than P : Based on an approved Purchase Requisition the purchasing office shall obtain a minimum of three or more quotations. CONTROL MEASURES Unit and approved by a staff member at the level of Band 4 2.The Principal Supplies Officer is authorized to authorise/release Purchase Orders up to this amount 1. The SBU s to extend enquiries to a sizeable number of bidders for competitiveness. 2. Quotations shall be evaluated by at least three members of the Business Unit. 3. The Supply Chain Manager/Power Station Manager (as applicable) is authorized to authorise/release Purchase Orders up to this amount for tenders approved under this dispensation 1. The SBU s to extend enquiries to a sizeable number of bidders for competitiveness. 2. The quotations shall be adjudicated by the BUPTC and an award recommendation made for approval by the Head of the Business Unit. 3. The recommendation for award of the tender shall Page 34 of 200

35 LEVEL FINANCIA L LIMIT TENDERING PROCESS FOR APPROVAL CONTROL MEASURES follow the template reflected under Annexure G and H of these Procedures. 4. Award of the tender shall be made by the Head of the Business Unit. 5. The Supply Chain Manager/Director Generation (as applicable) is authorized to approve and sign all Purchase Orders for tenders approved under this dispensation. Executive Procurement and Tender Committee (EPTC) P2.5million Based on an approved Purchase Requisition an Informal or Formal Tender method shall be used to obtain bids valued above P300, but not exceeding P2.5million. The Supply Chain Manager and the Director Generation shall ensure that the requirements of Tender Regulations have been adhered to and that fairness and transparency were applied prior to approving Purchase Orders 1. Submissions from the Tender Evaluation Committee shall be quality checked by the BUPTC and award recommendations submitted for adjudication and approval by the EPTC through the Head of the Business Unit. 2. The award recommendation shall follow the template reflected under Annexure 4 of the Tender Regulations. Page 35 of 200

36 LEVEL FINANCIA L LIMIT TENDERING PROCESS FOR APPROVAL CONTROL MEASURES 3. Selective Tenders and Single Source Tenders shall be approved by EPTC prior to quotations being obtained Board Procurement and Tender Committee (BPTC) Above P2.5million Based on an approved Purchase Requisition a Formal/Informal/Selective/Si ngle Source Tender method shall be used to obtain bids valued above P2.5million. 4. The Supply Chain Manager/Director Generation (as applicable) is authorized to approve and sign all Purchase Orders for tenders approved under this dispensation. 1. Submissions from the Tender Evaluation Committee shall be quality checked by the BUPTC and award recommendations submitted (through the Head of the Business Unit) for consideration by the EPTC prior to final adjudication and approval by BPTC. 2. The award recommendation shall follow the template reflected under Annexure 4 of the Tender Regulations. 3.Selective and Single Source Tenders shall be approved by EPTC prior to quotations being obtained Page 36 of 200

37 LEVEL Special Delegation for urgent repair and maintenance orders FINANCIA L LIMIT P2.5million TENDERING PROCESS FOR APPROVAL This is restricted to Heads of Business Units and should be used strictly for emergency procurement that in the opinion of the Head of Business Unit places the health and safety of the Corporation s employees and assets Emergency procurement shall not apply in instances where the procurement is a result of the procuring Business Unit s failure to anticipate the need. CONTROL MEASURES 4. The Supply Chain Manager/Director Generation (as applicable) is authorized to approve and sign all Purchase Orders for tenders approved under this dispensation. The procurement is to be ratified by the Executive Procurement and Tender Committee within ten (10) working days Delegation of the Supply Chain Manager and Power Station Manager Authority to approve Purchase Orders The authority of the Supply Chain Manager and the Power Station Manager shall not be delegated. In the event of absence from duty of the two officials, written delegated authority shall be extended to their immediate subordinates. In the absence of written delegated authority the Chief Financial Officer and the Director Generation shall be signatories to Purchase Orders The template to be used for the delegation of authority to staff who have been appointed to act on behalf of the Supply Chain Manager and the Power Station Manager is at Annexure I Tender approvals based on subject matter and functional responsibilities of Business Units Page 37 of 200

38 Paragraph 54 of the Tender Regulations allow for certain categories of tenders to be approved based on the subject matter rather than the financial limits referred to at 8.1 above The underlying criteria of approvals are as follows: 1) GENERATION SBU ITEM ACTIVITY 1 Scheduled Plant Maintenance APPROVAL AUTHORITY a) 18 Months Statutory Outages- b) 5-7 Years General Overhaul- Boiler Turbine, Generator Works Budget Approval Prequalification of contractors... Prequalification of consultants... Allocation of work to consultants Award to contractors for small works... Award to contractors for negotiated tenders... Award to contractors for major tenders... Outage & Project Management... 2 Bulk Chemical Purchases Budget Approval... Award to preferred supplier... Board BPTC BPTC SBU SBU EPTC BPTC SBU Board EPTC Page 38 of 200

39 2) TRANSMISSION SBU ITEM ACTIVITY 1 Infrastructure Development Projects Budget Approval... Prequalification of Consultants... Allocation of work to Consultants... Award to Contractors... APPROVAL AUTHORITY Board BPTC SBU BPTC 2 Transmission Equipment and Tools Refurbishment/Procurement/Spares Budget Approval... Award to contractor... Board EPTC Page 39 of 200

40 3) CUSTOMER SERVICES AND SUPPLY SBU ITEM ACTIVITY 1 Customer Services and Supply Projects APPROVAL AUTHORITY BPC funded projects budget approval... Board Consumer financed Projects (budget approved by Customer) Prequalification of Consultants Prequalification of Contractors... Allocation of work to Consultants... Award to Contractors for small works... Award to contractors for negotiated tenders... Award to contractors for major tenders... BPTC BPTC SBU SBU EPTC BPTC 2 DSWC Phase Rates Approval of rates for Consultants... Approval of rates for Contractors... 3 Repairs and Maintenance BPTC BPTC Tools and equipment procurement approvals Budget Approval. Award to preferred supplier. Board EPTC Page 40 of 200

41 4) CORPORATE SERVICES SBU ITEM ACTIVITY 1 CoS SBU Projects BPC funded projects budget approval... Prequalification of Consultants... Prequalification of Contractors... Appointment of Consultants... Award to Contractors.. APPROVAL AUTHORITY Board BPTC BPTC SBU EPTC 5) CORPORATE FINACE CSU ITEM ACTIVITY 1 STOCK REPLENISHMENT (Including Projects Materials) Budget Approval Award for long term contracts (up to 3 years) Award for once off supply of materials. APPROVAL AUTHORITY Board BPTC EPTC 12.4 FINANCIAL LIMITS FOR DISTRIBUTION WORKS CONTRACTS DESCRIPTION EXISTING FINANCIAL THRESHOLD Fixed Assets CAPEX P6, 000 Distribution Works Small Distribution Works Negotiated Contracts Distribution Major Tenders Works P750, 000 Value inclusive of provisions but exclusive of VAT. P2, 000,000 Value inclusive of provisions but exclusive of VAT. Above P2, 000, 000 Value inclusive of provisions but exclusive of VAT. Page 41 of 200

42 12.5 APPROVAL OF PURCHASE AND STORES REQUISITIONS In terms of the Financial Policy reference POL G110, Heads of Business Units are required to submit on an annual basis/at the beginning of each financial year, a list of officials delegated to authorize Purchase/Stores Requisitions and Service Entry Sheets to the Supply Chain Department. The maximum financial authorisation levels are as follows: SIGNATORY MAXIMUM FINANCIAL AUTHORISATION Level 4 s P100, 000 Level 3 s P250, 000 Heads of Business Units above P250, 000 GENERATION SBU AND CORPORATE FINANCE STOCK ITEMS Principal Supplies Officers up to P Power Station Manager/Supply Chain Manager (Stock) above P BUSINESS UNIT PROCUREMENT AND TENDER COMMITTEES (BUPTC): 13.1 Business Unit Procurement and Tender Committees shall be established within each Business Unit. The Terms of Reference of these Committees are attached as Annexure C Business Unit members of these Committees shall be appointed by the Head of the Business Unit. The Chief Financial Officer shall provide the Heads of Business Units with names of the Supply Chain representatives to be appointed as members of the respective BUPTC s Corporate Finance CSU shall regularly conduct workshops to enlighten the Committees on their roles and responsibilities. 14. PROCUREMENT PREFERENCE AND RESERVATION The following are the procurement preference and reservation policies that have been approved for implementation by the Board of Directors: Page 42 of 200

43 Economic Diversification Drive (EDD) Preference Margins i) Eligibility The EDD initiative is one of Government s priority areas in promoting domestic production, and consumption of local products. In December 2014, Government issued a Directive to reinforce EDD by instructing all parastatal organisations to prioritise procurement of locally produced goods and services, in addition to awarding price preference to local enterprises. Through this initiative, the Government of Botswana endeavours to utilise its purchasing power to drive economic diversification and growth by ensuring that Parastatals and other Government entities purchase all their products and services from locally based manufacturers and service providers, provided that the goods and services are locally available, competitively priced and meet tender specifications. In addition to prioritisation of locally produced goods, the programme ensures preference through the application of preference margins on the basis of the following turnover thresholds: EDD Price preference margins Turnover Threshold Margin % Up to P5 million 15% P5, 000, 001 to P19, 999, % P20, 000, 000 and above 5% The eligibility criteria is determined by the Ministry of Trade and Industry which issues certificates of eligibility to manufacturers and service providers who will have complied with the set requirements. The certificate will reflect the %margin eligible to the respective company. Only products that are listed on the EDD Certificate should benefit from the preference margins indicated on such Certificate. Tenders should clearly indicate that preference will first be given to locally based manufacturers and service providers. Page 43 of 200

44 Tenders should be unbundled to open up business opportunities for local manufacturers and service providers. Where tenders have multiple products, those products that are locally manufactured (items that qualify for preferential margins) as identified by the bidders must be removed from the bundles/groups and evaluated alone. The remaining products shall compete at their own quoted prices. In terms of BPC Tender Regulations the Request for Proposal should require eligible prospective bidders to submit the eligibility certificates and the applicable margin reflected on the certificate will be applied at the financial evaluation stage of the tender. This will be applied in accordance with Paragraph 8.3 of these Procedures. ii) Application in procurement of Works or Construction related Projects The bidder must be required to provide the returnable document in the tender which is an undertaking to apply/procure from local producers or to use locally manufactured goods and services. The bidder must provide a list of local suppliers who will be contracted to supply the materials. Each product to be used in the construction must be produced in Botswana locally in accordance with Industrial Development Act definition of manufacturing. The supplier must show on each priced Bill of Quantities (BOQ) the items to be procured locally and should show an agreement which confirms that the contractor is going to use the product manufactured by the local producer. The production capacity of the producer must be provided and the alternative supplier to make up the quantity must be provided. The agreement must stand for the duration of the contract and should not be varied unless if the procuring Business Unit consents to changes. For the Design and Build projects, the bidders have to have access to the technical information of the locally produced products such that they use those products in their designs. The current engagement of the local producer must be declared so that the demand can be balanced with the level of production to avoid very long waiting for production of products. Page 44 of 200

45 iii) Reporting The Corporation (through the Supply Chain Department) shall provide monthly reports to the Ministry of Trade and Industry on the total purchases from local manufacturers, service providers and traders as well as foreign suppliers. For each procurement undertaken, an End of Activity Report (EOAR) shall be submitted to the applicable tender approval authority, indicating the completion of the procurement and also to provide feedback on the performance of the contracted enterprise Citizen Economic Empowerment (CEE) Preference Margins The policy intends to equip citizens with the necessary competencies which would enable them to take better advantage of economic opportunities and thereby have a stake in the process of economic growth. Annexure 1 of Government Paper No. 1 of 2012 reflects the revised reservation and price preference for citizen consultancy and construction Companies as well as for consultancy and supply of information technology. Annexure K reflects the Reservation and Price Preference Schemes for Citizen Consultancy Companies and Information Technology (IT) Providers (Designers) In the event that the procuring Business Unit may wish to include citizen empowerment initiatives other than the ones at Annexure K. These should be reflected as part of the Technical Evaluation components and can also form part of the Compliance to General Tender Requirements Local Procurement Scheme This initiative aims at supporting local manufacturers and producers through the procurement (by public entities) of goods and services from businesses domiciled within different localities. It specifies the point system preferential scheme that aims at empowering businesses owned and controlled by the youth, women and people with disabilities and those situated in rural areas. One other intention of the initiative is to facilitate localisation of some procurement activities by restricting participation and or allowing preferential treatment of citizen bidders who are resident within certain localities or defined catchment areas in rural areas. This would in turn enable access to the Corporation s procurement spending by rural local service providers directly involved in production and manufacturing of goods and services within those defined localities and ownership (including employment) by defined target groups. Page 45 of 200

46 The initiative comes at a cost to the Corporation since it will be applied within the framework of EDD and CEE policies. The application of the initiative may have challenges on trade requirements such as trading licences, tax clearance certificates etc. which most of the target groups may not possess. The procuring Business Unit may target only those that are already in business and have the requisite documentation to allow for proper processing of transactions. Procurement under Micro Procurement Threshold (Quotation Procurement below P300, ) According to the Tender Regulations micro procurement is an informal method of procurement. Procuring Business Unit Heads will therefore be required to apply the eligibility criteria to restrict an applicable micro procurement tender to the target groups within the locality. Procurement above Micro Procurement Threshold Formal Open/Selective/Single Source Tenders that are above micro procurement will be floated with preference margins favouring the target groups within the locality of the project. Preference margins would then be applied in line with the set margins. A bidder who falls within the target group will be given an outright 15% price preference in the Open Tender. In instances where capacity has been determined to be adequate within the locality, the Open/Selective Tender may be out rightly reserved for the target group. Cumulative preference margin may thereafter be applied as follows to allow for competition: Local Procurement Scheme Preference Margins Woman 3% Youth 3% People with disability 3% Rural Setting 3% Employment 3% Page 46 of 200

47 The Supply Chain Manager shall maintain a record of all awards made on the basis of application of procurement preference initiatives, which should be included in the quarterly EPTC report to be submitted to the Executive Committee. The record should be maintained in the format at Annexure N. 15. STATUTORY REQUIREMENTS 15.1 Presidential Directive CAB. 32/2003 made it a necessary requirement that companies or bidders should be in possession of valid Tax Clearance Certificates, in order to be eligible for award of Government tenders. This requirement was included in the Income Tax (Amendment) Bill The Botswana Unified Revenue Services has furthermore made it a requirement that: i) Tax Clearance Certificates should be issued to eligible local companies. ii) Tax Exemption Certificates should be issued to foreign companies 15.3 The Request for Proposal document should indicate that submission of the Certificates referred to at 15.2 shall be a condition for award of tenders In the case of Quotation Procurement bidders may be required to submit the Certificates annually. 16. CONTRACT AWARD 16.1 The award of the contract shall be effected by the issue of a formal letter of award to the successful Bidder, issued by the Head of the Business Unit in the case of Formal Open, Selective and Single Source procurement tenders. This shall be followed by a formal Agreement signed by the Head of Business Unit and the successful bidder. The generic contract terms and conditions of the formal Agreement shall be approved by the General Corporate Counsel. In the case of Request for Quotation procurement a contract shall be in the form of a Purchase Order authorised by the Supply Chain Manager/Power Station Manager/Principal Supplies Officer/Materials Controller The Letter of Award template is at Annexure K. Page 47 of 200

48 17. DEBRIEFING THE BIDDERS 17.1 In the interest of transparency and openness, each participating bidder will, after contract award and conclusion of the procurement, be debriefed (on request) of the results of their bid. This will include debriefing on the accuracy of the evaluation report, the range of the allocated points and how the points were awarded Debriefing notes shall be prepared in advance in a framework that can be shared with the requesting bidder(s) and other appropriate stakeholders Verbal or written debriefing shall take place after award of the tender and acceptance of contract terms by the successful bidder and the Corporation Debriefing shall be done by the Chairman of the Tender Evaluation Committee that adjudicated the subject tender in the presence of at least one member of the committee that evaluated the subject tender. Written debriefing shall also be the responsibility of the Tender Evaluation Committee Chairman. 18. TENDER APPEALS STRUCTURE 18.1 Dispute Resolutions The Business Units shall have the obligation to carry out the tender proceedings in accordance with the principles and procedures stated in the Tender Regulations, and this obligation is duly owed also to the contractor, supplier or service provider. Any contractor, supplier or service provider who claims to have suffered a loss of rights or damage or is likely to suffer loss or damage resulting from alleged breach or contravention of the tender process, can make a written request for review in accordance with the structures specified below: 18.2 Establishment of the Exco Procurement Complaints Adhoc Committee The Chief Executive Officer shall appoint a Committee comprising three members of the executive (one of who shall be the chairperson), whose mandate shall be to deal with complaints arising from tender adjudication processes and tender award decisions. The Committee shall not have permanent members, but shall be appointed as and when complaints are received by the Corporation. In carrying out the appointments, the Chief Executive Officer shall ensure that the appointed members have not at any stage been involved either directly or indirectly in the adjudication of the tender that is the subject of the complaint. Page 48 of 200

49 The Committee shall reserve the right to co-opt technically competent person(s) to assist in its work, but shall not allow such persons to vote or take decisions. The Exco Procurement Complaints Adhoc Committee shall meet when necessary, and at such time and place as the Chairperson determines The Exco Procurement Complaints Adhoc Committee shall deal with; Allegations raised by contractors/suppliers arising at any point in the tendering process for tenders that are within the approval limits of the Heads of Business Units and the Exco Procurement and Tender Committee Issues within the scope of the Tender Regulations, upon which a written petition has been received from the public and which it is deemed in the Corporation interest to be sufficient to compromise the guiding principles of fairness and transparency Out of its findings the Committee may recommend to the Chief Executive Officer any amendments to the Tender Regulations, which may become necessary in consequence of its consideration of disputes and its detection of weaknesses, or as a way of strengthening the Tender Regulations to prevent recurrence of such challenges and the likely loss of reputation Where the purchase was subject to approval by the Head of the Business Unit or the Exco Procurement and Tender Committee, written complaints shall be submitted to the Chief Executive Officer within thirty (30) days of the award of the tender. Any complaint submitted after this period shall not be considered The Chief Executive Officer through the Supply Chain Manager shall acknowledge receipt of the complaint and assure the Complainant of a response within thirty (30) days A written complaint submitted under Paragraph to the Chief Executive Officer, shall contain a declaration of contents, of which, if proven, demonstrates that if the procurement proceedings are not suspended- a) The bidder will suffer irreparable harm. b) It is probable that the complaint shall succeed; and Page 49 of 200

50 c) Disproportionate harm shall be caused to the procuring entity or to the other bidders When a contract has been concluded by a Business Unit based on an award decision by either the Head of the Business Unit, and implementation of the contract has commenced following the issuing of a letter of instruction to this effect by the Head of the Business Unit to the contractor, supplier or service provider, such a contract shall be irrevocable and its execution shall proceed without interruption, even though the award decision may in itself remain disputable by a contractor/supplier through either the Exco Procurement Complaints Adhoc Committee However, the Exco Procurement Complaints Adhoc Committee may suspend the execution of such a contract if an aggrieved party, has, in their judgement, substantiated sufficient evidence to demonstrate to the satisfaction of the Exco Procurement Complaints Adhoc Committee that the execution of such a contract may cause substantial financial loss or that it will prejudicially affect the Corporation s interest The Chief Executive Officer shall appoint an Exco Complaints Procurement Adhoc Committee within a period of seven (7) days of the receipt of the complaint The Exco Procurement Complaints Adhoc Committee based on their investigations may: a) Uphold the complaint and invoke the application of Paragraph b) Dismiss the complaint The Exco Procurement Complaints Adhoc Committee shall (through the Supply Chain Manager) communicate the decision to the Complainant within thirty (30) days of the receipt of the complaint The complainant(s) will be advised of the right to appeal to the Board Chairperson within 14 days, if they consider the decision to be unsatisfactory Any decision taken by the Exco Procurement Complaints Adhoc Committee and the grounds and circumstances of such decision shall be made part of the record of procurement proceedings to be kept by the Business Unit and the Supply Chain Manager. Page 50 of 200

51 18.3 Establishment of the Board Procurement Complaints Adhoc Committee The Board Chairperson shall appoint and Chair a Committee comprising a minimum of three members of the BPC Board of Directors whose mandate shall be to deal with complaints arising from tender adjudication processes and tender award decisions. The Committee shall not have permanent members, but shall be appointed as and when complaints are received by the Corporation. In carrying out the appointments, the Board Chairperson shall ensure that the appointed members have not at any stage been involved either directly or indirectly in the adjudication of the tender that is the subject of the complaint The Committee shall reserve the right to co-opt technically competent person(s) to assist in its work, but shall not allow such persons to vote or take decisions. The Board Complaints Adhoc Committee shall meet when necessary, and at such time and place as the Chairperson determines The Board Procurement Complaints Adhoc Committee shall deal with a) Allegations raised by contractors/suppliers arising at any point in the tendering process for tenders that are within the approval limits of the Board Procurement and Tender Committee. b) Complaints by electrical construction contractors at any point of the prequalification process. c) Appeals by contractors/suppliers on the verdict of the Exco Procurement Complaints Adhoc Committee, arising from complaints submitted under Paragraph of these Regulations. c) Issues within the scope of the Tender Regulations, upon which written petition has been received from the public which in the Corporation interest it is deemed to be sufficient to compromise the guiding principles of fairness and transparency. d) The Committee may recommend to the Board, any amendments to the Tender Regulations, which may become necessary in consequence of its consideration of disputes and its detection of weaknesses, or as way of strengthening the Tender Regulations, then preventing recurrence of such challenges and the likely loss of reputation Where the tender was subject to the approval by the Board Procurement and Tender Committee, or falls outside the scope of the Exco Procurement Complaints Adhoc Committee mandate, written complaints shall be Page 51 of 200

52 submitted to the Board Chairperson within thirty (30) days of the award of the tender. Any complaint submitted after this period shall not be considered The Board Chairman (through the Chief Executive Officer) shall acknowledge receipt of the complaint and assure the Complainant of a response within thirty (30) days A written complaint submitted under Paragraph to the Board Chairman, shall contain a declaration of contents, of which, if proven, demonstrate that if the procurement proceedings are not suspended- a) The bidder will suffer irreparable harm. b) It is probable that the complaint shall succeed; and c) Disproportionate harm shall be caused to the procuring entity or to the other bidders The Board Chairperson shall appoint a Board Complaints Adhoc Committee within a period of fourteen (14) days The Board Procurement Complaints Adhoc Committee based on their investigations may: a) Uphold the complaint and invoke the provisions of Paragraph b) Dismiss the complaint The Board Procurement Complaints Adhoc Committee (through the Chief Executive Officer) shall communicate the decision to the Complainant within thirty (30) days of the receipt of the complaint The Board Procurement Complaints Adhoc Committee shall be the final Arbiter Any decision taken by the Board Procurement Complaints Adhoc Committee and the grounds and circumstances of such decision shall be made part of the record of procurement proceedings to be kept by the Business Unit and the Supply Chain Manager When a contract has been concluded by a Business Unit based on an award decision by the Approval Authority, and implementation of the contract has commenced following the issuing of a letter of instruction to this effect by Page 52 of 200

53 the Head of the Business Unit to the contractor, supplier or service provider, such a contract shall be irrevocable and its execution shall proceed without interruption, even though the award decision may in itself remain disputable by a contractor/supplier through either the Exco Procurement Complaints Adhoc Committee or the Board Procurement Complaints Adhoc Committee However the Board Procurement Complaints Adhoc Committee may suspend the execution of such a contract if an aggrieved party, has, in their judgement, substantiated sufficient evidence to demonstrate to the satisfaction of the Board Procurement Complaints Adhoc Committee that the execution of such a contract may cause substantial financial loss or that it will prejudicially affect the Corporation s interest The following matters shall not be subject to the review by either the Exco Procurement Complaints Adhoc Committee or the Board Procurement Complaints Adhoc Committee: a) The selection of a method of procurement. b) The choice of a tender evaluation procedure/method. c) A decision by the Board or any of its committees to reject all bids, and d) A refusal by the Corporation to respond to an unsolicited offer to bid. 19 SUSPENSION AND DELISTING OF CONTRACTORS 19.1 Introduction This section outlines the punitive measures that should be taken against contractors who engage in mediocre or poor performance including dishonorable business practices Establishment of the Suspension and Delisting Committee (Disciplinary Committee) The Chief Executive Officer shall establish a Suspension and Delisting Committee (Disciplinary Committee) whose mandate will be to investigate complaints lodged before the Committee and make recommendations to the Board Procurement and Tender Committee, as to a proper and informed decision to be taken against a contractor, including appropriate penalties to be imposed if any The Committee shall be composed of three members of the executive one of whom shall be the Chairperson, with the Corporation Secretary serving as the Secretary and advisor to the Committee. Page 53 of 200

54 The Secretary shall have no voting rights. The Committee shall reserve the right to co-opt the services of relevant expert advisors to assist in its deliberations Lodging of a Complaint Any Business Unit with a financial or contractual interest in a contract or the terms of a contract in which the contractor is a party, can lodge a complaint under this Chapter of the Regulations Complaints shall be lodged to the Committee and shall be addressed to the Corporation Secretary. Due to the serious nature of the suspension and delisting process, complaints shall be made under the hand of the Head of the Business Unit or any other officer of such senior ranking who has been duly authorized by the Chief Executive Officer. The appointment of such officers shall be restricted to those who are accountable for project implementation within the Business Units, and therefore answerable to the accuracy and adequacy of all information arising from the complaint All complaints made to the Committee must be accompanied by a factual brief which should include the objective factual circumstances and background of the complaint, as well as any attempts that were made to resolve the matter. The specific allegations made against the contractor shall be highlighted including areas of non-compliance to the code of the terms of the contract. All relevant documentary evidence must be attached In the event of there being more than one incident of non-compliance alleged, each of the specific allegations shall be addressed separately Where possible, the provisions of any specific law or policy that has been violated must be disclosed Responsibilities of the Committee The primary responsibility of the Committee is to investigate allegations laid against the contractor. In doing so, the Committee may seek and call for documentary evidence which may be in the form of records of the procurement activity in question or any decisions made on the matter The Complainant shall at all times cooperate fully with the Committee, and act with promptitude to all instructions and requests from the Committee After receipt of a complaint, the Committee shall notify the contractor in writing of the complaint as well as the particular grounds of the allegations against such contractor, and of the investigations that have been instituted against such contractor. The Contractor shall be invited to respond to the Committee in writing to the allegations within the set time limits. Page 54 of 200

55 The Committee may hold a formal hearing with the Contractor at any stage during the course of the investigations. Legal representation before the Committee shall be prohibited. Contractors requested to appear before the Committee shall appear in person The Committee may, if it deems fit, call upon any staff member of the Corporation involved in the matter to make oral representation in order to provide any clarification on any issue before the Committee or to reply to the defence raised by the Contractor or to any counterclaim made against the Business Unit, if any. It is the responsibility of the Head of the Business Unit to ensure such staff members are released and available to the Committee Compliance with the Decisions of the Committee Decisions of the Committee in respect of the suspension and delisting process must be complied with by both the Contractor and the Business Unit in question. In addition, decisions of the Committee must be observed by all Business Units, Contractors intending to do business with the Corporation as well as by the Corporation s tender approval authorities In the exercise of its powers under these Tender Regulations, the Board Procurement and Tender Committee (BPTC) may in consideration of a recommendation from the Suspension and Delisting Committee impose any of the following measures against a Contractor: i) Reprimand the Contractor in writing. ii) Suspend the Contractor from participating in any of the Corporations tenders for a specified period. The minimum period shall be twenty four (24) months and a maximum of thirty six (36) months. iii) Conditionally suspend the Contractor on terms. iv) Issuance of a remedial order v) Delist the Contractor vi) Find in favour of the Contractor and dismiss the complaint Where the Board Procurement and Tender Committee has suspended a Contractor either conditionally or on terms or for a specified period without any conditions, or to delist the contractor, efforts shall be made by the relevant Business Unit to inform all other parties or stakeholders who may have a contractual or financial interest in the project, of the decision relating to the Contractor in question. Page 55 of 200

56 20. IMPLEMENTATION DATE 20.1 The Tender Procedures shall be implemented effective from the 1 st March REVIEW OF IMPLEMENTATION GUIDELINES The Supply Chain Department shall regularly conduct workshops for all Business Unit staff members with the view to enhancing their knowledge on the requirements of the Amended Tender Regulations and the review of the guidelines. 22. MONITORING AND REVIEWING The Chief Financial Officer shall submit a report to the EPTC at the end of each financial year quarter, detailing the level of adherence to the requirements of the Tender Regulations. 23. DOCUMENTATION CONTROL a. Related Documents This procedure must be read in conjunction with the following documents: Document Document Reference Version Date Version Rev Tender Regulations February b) Document Change Control Revision Nr 2 Document Submitted By Patrick Lewanika Designation Supply Chain Manager Date Prepared February 2016 Changes Original c. Documentation Release Control Governance Authorisation Name Title Date Signature Rebecca Mgadla Chief Financial Officer Page 56 of 200

57 ANNEXURE A TERMS OF REFERENCE BOARD PROCUREMENT AND TENDER COMMITTEE Motlakase House, Macheng Way, Industrial Sites, Gaborone, Botswana BOARD PROCUREMENT AND TENDER COMMITTEE TERMS OF REFERENCE Document Category Revision Number 1 Number of Pages 200 Date Compiled 1 June 2016 Review Date Document Reference Electronic Archive Reference Number Electronic Repository Authorised by Date Authorised Signature Archiving Committee Terms of Reference Chairman of the Board of Directors 1. Committee Name Board Procurement and Tender Committee 2. Abbreviation BPTC 3. Parent Committee Board of Directors Page 57 of 200

58 4. Governance Level The Board Procurement and Tender Committee is an arrangement that focuses on: (1) Authorising acceptance or otherwise of tenders for the Corporation s requirements of supplies, works and services in accordance with Tender Regulations up to a value as delegated from time to time by the Corporation s Board of Directors. (2) Ensuring that specific budget/expenditure approval has been granted in accordance with the Corporation s Financial Regulations prior to acceptance of tenders. (3) Recommending approval of the Corporation s Tender Regulations. 5. Type Sub-Committee of the Board of Directors. 6. Role The role of the Board Procurement and Tender Committee is to expedite procurement of goods and services by authorising acceptance of tenders that fall within the set financial limit. 7. Accountabilities The Board Procurement and Tender Committee does not supplant the accountabilities of the Board of Directors who shall be held accountable for decisions of the Committee. Members have the duty to observe the Committee Mandate as well as the limits of the Delegation of Authority Policy Page 58 of 200

59 8. Mandate The Board Procurement and Tender Committee is mandated to: (1) Authorise acceptance or otherwise of tenders up to the value exceeding P2.5million (Pula two million five hundred thousand), as delegated by the Corporation s Board of Directors. (2) Ensure a clear and concise report on comparison of tenders is produced during each tender evaluation. The report should encompass appropriate supplier details, comparison of bidders in terms of capacity and conformity to set product specifications, the tender value inclusive of any applicable taxes and contingencies as well as any applicable premiums. (3) Approve amendments and variations to contracts up to a maximum stipulated at Paragraph 58 of the Tender Regulations. (4) Authorise pre-contract negotiations with bidders, where a comparison with previous prices paid, or prevailing market conditions indicate that the bidder(s) prices are higher than justified. (5) Ensure Government Procurement Preference and Reservation Policies are applied in tender evaluations and adjudications. (6) Reviewing and recommending approval of the Corporation s Tender Regulations by the BPC Board of Directors. (7) Delisting and Suspension of Contractors on the basis of recommendations from the Suspension and Delisting Committee. (8) Authorise the determination or resiling of Agreements/Contracts based on an earlier award by the Board Procurement and Tender Committee or any of the tender approval authorities. 9. Appointment of the Committee Chair (8) Submit quarterly reports of all approved tenders to the Board of Directors. (9) Require attendance of Committee meetings by any Staff Member whose knowledge and technical expertise is considered essential to the Committee s deliberations. Appointment of the Chairperson is the prerogative of the Chairman of the Board of Directors. 10. Appointment of Committee Members Appointment of Committee Members is the prerogative of the Chairman of the Board of Directors. 11. Chairperson To be appointed by the Chairman of the Board of Directors. 12. Committee Secretary General Corporate Counsel as stipulated in the Tender Regulations 13.Committee Members (1) The number of Members shall be determined by the Corporation s Board of Directors (2) A part time Member to be appointed by the Board of Directors. (3) All Members of the Executive shall be required to attend the Committee meetings Page 59 of 200

60 14. Role of the Chairperson 15. Duties of the Committee Members The Chairperson shall be responsible for: (1) Chairing meetings of the Committee (2) Ensuring the application of good corporate governance practices in the adjudication and award of tenders. (3) Providing leadership to the Committee by ensuring collective responsibility for Committee decisions (4) Ensuring confidentiality of tender documentation and Committee deliberations and resolutions. (5) Ensuring that the Full Board is kept fully informed of any circumstances which may affect the Corporation. Members shall: (1) Be committed to the Committee, act in the best interest of the Corporation and shall not serve their personal interests in the acceptance or otherwise of tenders. (2) Ensuring confidentiality of Committee deliberations and resolutions. (3) Be prepared and able, where necessary, to express disagreement in a civil, courteous and constructive manner during Committee meetings (4) Declare their interest where there exists a conflict of interest between themselves and the Corporation. Should such a conflict arise, the affected Member(s) may be required to recuse themselves from the deliberations. (5) Exercise good faith, honesty and integrity during Committee deliberations and act independently of any outside fetter, influence or instruction. 16.Duties of the Committee Secretary The Committee Secretary shall be the custodian of the Committees Minutes and Resolutions including other related documentation recording important Committee decisions. The primary functions of the Secretary shall be to: (1) Guide Members as to their duties and responsibilities and make them aware of all Legislation and Tender Regulations and other legal requirements relevant to the award of tenders. (2) Record Minutes which shall detail the Committee resolutions. (3) Ensure that Committee Minutes are issued to Members within ten (10) working days. (4) Ensure that Committee decisions and instructions are clearly communicated to the Chief Executive Officer, the Business Unit Directors, the Internal Audit Manager and the Supply Chain Manager within two (2) working days. (5) Assist in availing information required by Members to enable them to discharge their duties effectively Page 60 of 200

61 17. Committee Procedures (1) The conduct of the Committee shall always be consistent with its duties and responsibilities to the Corporation and shall at all times promote the Stakeholder interests and value. (2) The Committee shall be disciplined, focused and always act in a prudent manner when carrying out its role, with emphasis on strategic issues and policy matters. (3) The Committee s discussions shall be open, constructive, civil and orderly. The Chairperson will seek a consensus in the Committee, but may where considered necessary take a final decision in respect of the matter being discussed. (4) Discussions at Committee meetings shall remain confidential unless a specific directive has been issued to the contrary. (5) The Committee Members shall be entitled to have access, at reasonable times and notice, to all relevant tender documents or information 18. Ordinary Meetings The Committee shall meet once every month. 19. Special Meetings Notwithstanding the requirements in respect of ordinary meetings, the Chairperson may call a Special Meeting, subject to members being given notice of the meeting five (5) days before the scheduled date 20. Emergency Meetings Notwithstanding the requirements in respect of ordinary meetings, the Chairperson may call an Emergency Meeting at short notice 21. Quorum The quorum for Ordinary, Special and Emergency meetings shall be at least two Board Members including the Chairperson. 22. Acting Chairperson The Chairperson in his absence may appoint an Acting Chairperson to preside over meetings 23. Agenda The meeting Agenda shall comply with the prescribed Template and shall be circulated at least seven (7) calendar days prior to a meeting. 24. Submissions for Consideration 25. Confidentiality of Meeting s Papers Submissions for consideration shall comply with the prescribed Submissions Template at Annexure H and Annexure I and shall be circulated at least seven (7) calendar days prior to a meeting. (1) All information and papers intended for meetings or acquired during meetings shall be treated as confidential and shall only be disclosed to any other person through a lawful order or as decided by the Committee. (2) A record of Committee deliberations, resolutions, minutes and documentation of material importance to meetings will be maintained and kept by the Committee Secretary who shall allow access thereto to Members at all reasonable times. Page 61 of 200

62 26. Committee Minutes (1) The Committee Secretary shall within ten (10) working days from the date of the meeting produce minutes of the Committee Meeting for review by the Chairperson for verification of decisions taken at the meeting and accuracy of information including confirmation that the Minutes reflect a true and proper record of the proceedings (2) Minutes of meetings shall be circulated to Members within ten (10) working days of the date of the meeting for their record and information. (3) The Committee Secretary shall keep records of Minutes properly bound in Minute books and labelled for each month indicating the periods of meetings in each Minute book. (4) The Chairperson shall be responsible for authentication of Minutes or extracts of Minutes and or Resolutions of the Committee 27. Communication with Committee Communication with Committee Members shall take place through the Chairperson of the Committee. Page 62 of 200

63 ANNEXURE B TERMS OF REFERENCE EXECUTIVE PROCUREMENT AND TENDER COMMITTEE Botswana Power Corporation Motlakase House, Macheng Way, Industrial Sites, Gaborone, Botswana EXECUTIVE PROCUREMENT AND TENDER COMMITTEE TERMS OF REFERENCE Document Category Revision Number 1 Number of Pages 200 Date Compiled 1 June 2016 Review Date Document Reference Electronic Archive Reference Number Electronic Archiving Repository Authorised by Date Authorised Signature Committee Terms of Reference Chief Executive Officer Page 63 of 200

64 8. Committee Name Executive Procurement and Tender Committee 9. Abbreviation EPTC 10. Parent Committee Executive Committee 11. Governance Level The Executive Procurement and Tender Committee is an arrangement that focuses on: (1) Authorising acceptance or otherwise of tenders for the Corporation s requirements of supplies, works and services in accordance with Tender Regulations up to a value as delegated from time to time by the Board of Directors. (2) Ensuring that specific expenditure approval has been granted in accordance with the Corporation s Financial Regulations prior to acceptance of tenders, as well as the Request for Proposal/ Instructions to Tenderers. (3) Reviewing and recommending to the Board Procurement and Tender Committee all tenders above the delegated authority. (4) Recommending appropriate procurement policy issues for consideration by the Board Procurement and Tender Committee. (5) Authorising in special cases: i) Variations in the Formal Tender Procedure ii) Waiver of the Formal Tender Procedure 12. Type Sub-Committee of the Executive Committee 13. Role The role of the Executive Procurement and Tender Committee is to expedite procurement of goods and services by authorising acceptance of tenders that fall within the set financial limit. 14. Accountabilities The Executive Procurement and Tender Committee does not supplant the accountabilities of the Executive Committee who shall be held accountable for decisions of the Committee. Members have the duty to observe the Committee Mandate as well as the limits of the Delegation of Authority Policy Page 64 of 200

65 8. Mandate The Executive Procurement and Tender Committee is mandated to: (1) Authorise acceptance or otherwise of tenders up to a value as delegated from time to time by the Board. (2) Review and recommend to the Board Procurement and Tender Committee all tenders above the delegated authority. (3) Ensure a clear and concise report on comparison of tenders is produced during each tender evaluation. The report should encompass appropriate supplier details, comparison of bidders in terms of capacity and conformity to set product specifications, the tender value inclusive of any applicable taxes and contingencies as well as any applicable premiums. (4) Approve amendments and variations to contracts up to a maximum of 15% for orders or contracts valued up to the delegated authority. The Committee shall refer all variations and amendments of orders or contracts above the delegated authority to the Board Procurement and Tender Committee (5) Authorise pre-contract negotiations with bidders, where a comparison with previous prices paid, or prevailing market conditions indicate that the bidder(s) prices are higher than justified. (6) Ensure the standardization and rationalization of procurement items in the interest of cost reduction, ease of maintenance and technological effectiveness. (7) Advocate for the aggregation of procurement for items that are common to the Corporation s Business Units in order to benefit from economies of scale. (8) Facilitate the development of local entrepreneurship through the application of the Government Procurement Reservation and Preference Programmes. (9) Authorise the determination/resiling of Agreements/Contracts based on an earlier award by both the Business Unit Procurement and Tender Committees or the Executive Procurement and Tender Committee. (10) Authorise in special cases variations and waivers from Formal Tender Procedure. (11) Submit monthly returns of all approved tenders to the Board Procurement and Tender Committee. 9 Appointment of the Committee Chair Appointment of the Chairperson is the prerogative of the Chief Executive Officer. 10. Appointment of Committee Members Appointment of Committee Members is the prerogative of the Chief Executive Officer Chairperson Appointed by the Chief Executive Officer. 12. Committee Secretary Supply Chain Manager as stipulated in the Tender Regulations. Page 65 of 200

66 13. Committee Members (1) At least four Members of the Executive (Including the Chief Financial Officer) appointed by the Chief Executive Officer, one of whom (with the exception of the Chief Financial Officer) shall be the Chairperson 14. Role of the Chairperson 15. Duties of the Committee Members The Chairperson shall be responsible for: (1) Chairing meetings of the Committee (2) Ensuring the application of good governance practices in the adjudication and award of tenders. (3) Providing leadership to the Committee by ensuring collective responsibility for Committee resolutions. (4) Ensuring confidentiality of tender documentation and Committee deliberations and decisions. (5) Ensuring that the Board Procurement and Tender Committee and the Chief Executive Officer are kept fully informed of any circumstances which may compromise the effectiveness and integrity of the Corporation. Members shall: (1) Be committed to the Committee, act in the best interest of the Corporation and shall not serve their personal interests in the adjudication and acceptance of tenders. (2) Ensuring confidentiality of Committee deliberations and decisions as well as tender documentation. (3) Be prepared and able, where necessary, to express disagreement in a civil, courteous and constructive manner during Committee meetings. (4) Declare their interest where there exists a conflict of interest between themselves and the Corporation. Should such a conflict arise the affected Member(s) may be required to recuse themselves from the deliberations. (5) Exercise good faith, honesty and integrity in their tender adjudication deliberations, and must act independently of any outside fetter, influence or instruction. Page 66 of 200

67 16. Duties of the Committee Secretary 17. Committee Procedures The Committee Secretary shall be the custodian of the Committees Minutes and Resolutions including other related documentation recording important Committee decisions. The primary functions of the Secretary shall be to: (1) Guide Members as to their duties and responsibilities and make them aware of all Legislation and Tender Regulations and other legal requirements relevant to the adjudication and award of tenders. (2) Record Minutes which shall detail the resolutions of the Committee. (3) Ensure that Committee Minutes are issued to Members and the Business Unit Director within 48 hours. (4) Notify the Corporation of the decision of the Committee by inserting in the appropriate Public Folder details of all approved tenders. (5) Assist in availing information required by Members to enable them to discharge their duties effectively (1) The conduct of the Committee shall always be consistent with its duties and responsibilities to the Corporation and shall at all times promote the Stakeholder interests and value. (2) The Committee shall be disciplined, focused and always act in a prudent manner when carrying out its role, with emphasis on strategic issues and policy matters. (3) The Committee s discussions shall be open, constructive, civil and orderly. The Chairperson will seek a consensus of the Committee, prior to passing Committee resolutions. (4) Discussions at Committee meetings shall remain confidential unless a specific directive has been issued to the contrary. (5) The Committee Members shall be entitled to have access, at reasonable times and notice, to all relevant tender documents or information 18. Ordinary Meetings The Committee shall meet once every week. 19. Special Meetings Notwithstanding the requirements in respect of ordinary meetings, the Chairperson may call a Special Meeting, subject to members being given notice of the meeting one (1) working day before the scheduled date 20. Emergency Meetings Notwithstanding the requirements in respect of ordinary meetings, the Chairperson may call an Emergency Meeting at short notice 21. Quorum The quorum for Ordinary, Special and Emergency meetings shall be at least three members including the Chairperson. 22. Acting Chairperson The Chairperson in his absence may appoint an Acting Chairperson to preside over meetings Page 67 of 200

68 23. Agenda The meeting Agenda shall comply with the prescribed Template and shall be circulated at least two (2) working days prior to a meeting. 24. Submissions for Consideration 25. Confidentiality of Meeting s Papers Submissions for consideration shall comply with the prescribed Submissions Template and shall be circulated at least two (2) working days prior to a meeting. (1) All information and documents intended for meetings or acquired during meetings shall be treated as confidential and shall only be disclosed to any other person through a lawful order or as decided by the Committee. (2) A record of Committee resolutions, minutes and documentation of material importance to meetings will be maintained and kept by the Committee Secretary who shall allow access thereto to Members at all reasonable times. 26. Committee Minutes (1) The Committee Secretary shall within one (1) working day from the date of the meeting produce minutes of the Committee Meeting for review by the Chairperson as confirmation that the Minutes reflect a true and proper record of the proceedings. (2) Minutes of meetings shall be circulated to Members within four (4) working days of the date of the meeting for their record and information. (3) The Committee Secretary shall keep records of Minutes properly bound in Minute books and labelled for each year indicating the periods of meetings in each Minute book. (4) The Chairperson shall be responsible for authentication of Minutes or extracts of Minutes and or Resolutions of the Committee 27. Communication with Committee Communication with Committee Members will take place through Chairperson of the Committee. Page 68 of 200

69 ANNEXURE C TERMS OF REFERENCE BUSINESS UNIT PROCUREMENT AND TENDER COMMITTEE Botswana Power Corporation Motlakase House, Macheng Way, Industrial Sites, Gaborone, Botswana BUSINESS UNIT PROCUREMENT AND TENDER COMMITTEE TERMS OF REFERENCE Document Category Revision Number 1 Number of Pages 200 Date Compiled 1 June 2016 Review Date Document Reference Electronic Archive Reference Number Electronic Archiving Repository Authorised by Date Authorised Signature Committee Terms of Reference Chief Executive Officer Page 69 of 200

70 15. Committee Name Business Unit Procurement and Tender Committee 16. Abbreviation BUPTC 17. Parent Committee Executive Procurement and Tender Committee 18. Governance Level The Business Unit Procurement and Tender Committee is an arrangement that focuses on: (1) Adjudication of procurement tenders up to a value as delegated from time to time by the Board of Directors. (2) Submitting tender adjudication recommendations for approval by the Head of the Business Unit/Supply Chain Manager/Power Station Manager (as applicable) (3) Developing Requests for Proposals (RfP) which detail Product specifications/quantities as well as the Scope of work/services. (4) Advising (through the Business Unit Director) on procurement policy issues for consideration by the Executive Procurement and Tender Committee. 19. Type Sub-Committee 20. Role The role of the Business Unit Procurement and Tender Committee is to adjudicate tenders for procurement of goods and services for the Business Unit within the set financial limit in compliance with the Tender Regulations. 21. Accountabilities The Business Unit Procurement and Tender Committee does not supplant the accountabilities of the Executive Procurement and Tender Committee who shall be held accountable for decisions of the Committee. Members have the duty to observe the Committee Mandate as well as the limits of the Delegation of Authority Policy Page 70 of 200

71 8. Mandate The Business Unit Procurement and Tender Committee is mandated to: (1) Adjudicate tenders for procurement of goods and services required by the Business Unit. (2) Ensuring that the Business Unit derives economies of scale through the aggregation of procurement items that are common to Departments falling under the Business Unit. (3) Facilitate the development of local entrepreneurship through the application of the Government Procurement Reservation and Preference Programmes. (4) Make appropriate tender adjudication recommendations for approval by the Business Unit Director. (5) Submitting approved tender awards together with Purchase Requisitions to the Supply Chain Manager for the generation of Purchase Orders. (6) Reviewing and recommending to the Head of the Business Unit all tenders above the delegated authority of the Head of Business Unit, for submission to the Executive Procurement and Tender Committee. (7) Ensure a clear and concise report on comparison of tenders is produced during each tender evaluation. The report should encompass appropriate supplier details, comparison of bidders in terms of capacity and conformity to set product specifications, the tender value inclusive of any applicable taxes and contingencies as well as any applicable premiums. (8) Recommend to the Director of the Business Unit amendments and variations to contracts up to a maximum of 15% for orders or contracts valued up to the delegated authority. The Committee shall refer all variation and amendments of orders or contracts above the delegated authority to the Executive Procurement and Tender Committee. (9) Recommend to the Director of the Business Unit approval of precontract negotiations (for orders and contracts within the delegated authority ) with bidders, where a comparison with previous prices paid, or prevailing market conditions indicate that the bidder(s) prices are higher than justified. (10) Submit Quarterly Reports of all approved tenders to the Executive Procurement and Tender Committee. 9. Appointment of the Committee Chair Appointment of the Chairperson shall be the prerogative of the Head of the Business Unit. 10. Appointment of Committee Members Appointment of Committee Members shall be the prerogative of the Head of the Business Unit. 11.Committee Secretary To be appointed by the Business Unit Director from amongst the Business Unit staff members. Page 71 of 200

72 12.Committee Members The Committee shall comprise a minimum of 3 Officers drawn from the respective Departments within the Business Unit, and 1 member representing the Supply Chain Department. 13.Role of the Chairperson The Chairperson shall be responsible for: (1) Chairing meetings of the Committee (2) Ensuring that tenders are adjudicated in a fair and transparent manner thus enabling the Corporation to obtain value for money. (3) Providing leadership to the Committee by ensuring that the final tender adjudication decisions represent the views of the majority of the members. (4) Ensuring confidentiality of tender adjudication documentation and deliberations. (5) Ensuring that the Head of the Business Unit is informed of any circumstances that may compromise the integrity and effectiveness of the Corporation. 14.Duties of the Committee Members Members shall: (1) Be committed to the Committee, act in the best interest of the Corporation and shall not serve their personal interests in the adjudication of tenders. (2) Ensure the confidentiality of tender documents, deliberations and resolutions. (3) Own the tender adjudication decisions of the Committee regardless of whether or not they are contrary to the ones they held during deliberations. (4) Exercise utmost good faith, honesty and integrity in their dealings and must act independently of any outside fetter or instruction. (5) Be prepared and able, where necessary, to express disagreement in a civil, courteous and constructive manner with Members of the Committee (6) Avoid a conflict of interest between themselves and the Corporation. Should such a conflict arise the affected Member shall declare the conflict, and where appropriate, recuse themselves from the tender adjudication. Page 72 of 200

73 15. Duties of the Committee Secretary The Committee Secretary shall be the custodian of the Committees Minutes and Resolutions including other related documentation recording important Committee decisions. The primary functions of the Secretary shall be to: (1) Guide Members as to their duties and responsibilities and make them aware of the Corporation s Tender Regulations and other legal requirements relevant to the Corporation s business and operations. (2) Record Minutes of the meetings which shall capture the substance and resolutions of the Committee. (3) Ensure that Committee resolutions are submitted to the Business Unit Director within Forty Eight (48) hours. (4) Notify the Corporation of the decisions of the Committee by inserting in the appropriate Public Folder details of all tenders approved. (5) Assist in availing information required by Members to enable them to discharge their duties effectively 16. Committee Procedures (1) The conduct of the Committee shall always be consistent with its duties and responsibilities to the Corporation and shall at all times promote the Stakeholder interests and value. (2) The Committee shall be disciplined, focused and always act in a prudent manner when carrying out its role, with emphasis on fair and transparent tender adjudication. (3) The Committee s discussions shall be open, constructive, civil and orderly. The Chairperson will seek a consensus prior to passing Committee resolutions. (4) Discussions at Committee meetings shall remain confidential unless a specific directive has been issued to the contrary. (5) The Committee Members shall be entitled to have access, at reasonable times and notice, to all relevant tender documents or information 17. Ordinary Meetings The Committee shall meet once every week. 18. Special Meetings Notwithstanding the requirements in respect of ordinary meetings, the Chairperson may call a Special Meeting, subject to members being given notice of the meeting one (1) working day before the scheduled date 19. Emergency Meetings Notwithstanding the requirements in respect of ordinary meetings, the Chairperson may call an Emergency Meeting at short notice 20. Quorum The quorum for Ordinary, Special and Emergency meetings shall be at least three Members including the Chairperson. 21. Acting Chairperson The Chairperson in his absence may appoint an Acting Chairperson to preside over meetings Page 73 of 200

74 22. Agenda The meeting Agenda shall comply with the prescribed Template and shall be circulated at least two (2) working days prior to a meeting. 23. Submissions for Consideration Submissions for consideration shall comply with the prescribed Submissions Template and shall be circulated at least two (2) working days prior to a meeting. 24. Confidentiality of Meeting s Papers (1) All information and papers intended for meetings or acquired during meetings shall be treated as confidential, and shall only be disclosed to any other person through a lawful order or as decided by the Committee. (2) A record of Committee submissions, resolutions, minutes and documentation of material importance to meetings will be maintained and kept by the Committee Secretary who shall allow access thereto to Members at all reasonable times. 25. Committee Minutes (1) The Committee Secretary shall within two (2) working days from the date of the meeting produce minutes of the Committee Meeting for review by the Chairperson for verification of decisions taken at the meeting and accuracy of information including confirmation that the Minutes reflect a true and proper record of the proceedings (2) Minutes of meetings shall be circulated to Members within four (4) working days of the date of the meeting for their record and information. (3) The Committee Secretary shall keep records of Minutes properly bound in Minute books and labelled for each month indicating the periods of meetings in each Minute book. (4) The Chairperson shall be responsible for authentication of Minutes or extracts of Minutes and or Resolutions of the Committee. (5) Minutes shall be adopted and approved by Members in the subsequent meeting. 26. Communication with Committee Communication with Committee Members shall take place through the Chairperson of the Committee. 27. Page 74 of 200

75 ANNEXURE D TENDER INVITATION NOTICE TEMPLATE TENDER NOTICE TENDER No../2016 PROJECT TITLE. The Botswana Power Corporation (BPC) invites Tenders for. Tender documents shall be collected from the office of: Supply Chain Manager at Plot 1222 Nkrumah road, Light Industrial site Gaborone Upon payment of a non-refundable document fee of P. per copy inclusive of VAT Sealed tenders are to be submitted on or before 10:00am on the..201 and should be placed in the tender box situated in the Supply Chain Procurement Office at the above address. Telephone: + (267) /446 (Include only if applicable) A compulsory site visit shall be held on the 2015 from AM to.pm. (Please bring along the following protective clothing) (External companies should confirm visa requirements) Page 75 of 200

76 ANNEXURE E Request for Proposal (Goods/Tools/Equipment/Spares)-Template BOTSWANA POWER CORPORATION TENDER No..../15 Request for Proposal (Goods/Tools/Equipment/Spares) For (Insert Title of Project in Bold Capital Letters) Issue Date:.../2015 This document and all the information it contains are confidential. It is the property of the Botswana Power Corporation whose details are shown below. It must not be disclosed to any third party without the written consent of the Botswana Power Corporation, Motlakase House, Macheng Way, Light Industrial Sites, Plot 1222, and Gaborone, Botswana. Tel. (267) Fax. (267) / TABLE OF CONTENTS INSTRUCTIONS TO TENDERERS 1. Invitation to Tender 2. Enquiries 3. Timetable 4. General Requirements 5. Requests for Information 6. Amendments to Request for Proposal 7. Minor Departures 8. Tariffs or Charges 9. Conditions of Tendering Page 76 of 200

77 10. Tender Preparation 11. Tender Copies 12. Tender Content Schedules 14. Tender Lodgement 15. Delivery and Packaging 16. Delivery and Packaging 17. Delivery by Post 18. Acceptance of Tenders 19. Joint Ventures 20. Assessment and Evaluation 21. Tender Validity TERMS OF REFERENCE 1. Background 2. Technical Requirements 3. Evaluation of Tenders CONDITIONS OF TENDERING 1. Definitions and Interpretations 2. Request for Proposal Documents 3. Tenderer s Warranties 4. No Collusion of Commissions 5. Tender to Constitute Offer 6. Acceptance of Tender 7. Execution of Formal Tender Instrument 8. Inconsistencies in Documents 9. Assessment and Selection Criteria 10. Rights of the Botswana Power Corporation 11. Unsuccessful Bidders 12. Appeals 13. Statutory Requirements ANNEXURE Annexure A Schedule 1 Tender Page 77 of 200

78 (Title of Tender in Bold Capital Letters) INSTRUCTIONS TO TENDERERS 1. Invitation to Tender 1.0 The Botswana Power Corporation (BPC) invites the lodgement of Tenders in accordance with this Request for Proposal for (Title of Tender and brief scope of tender) 1.1 The Scope of this Request for Proposal is more fully detailed in the Terms of Reference for this Request for Proposal. 1.2 All tenderers must be prepared in accordance with the instructions specified in these Request for Proposal Documents. 2. Enquiries All enquiries relating to this Request for Proposal are to be in writing and directed to: Botswana Power Corporation Officer: (Project Officer s Name) Telephone: Cell phone: Facsimile: @bpc.bw 3. Timetable Relevant Dates for this Request for Proposal are: Invitation to Tender issued:.../ 2015 Closing Date for Tenders:.../ 2015 * 1 Compulsory site visit (if applicable) on.../2015 * 2 Closing Time for Tenders on Closing Date: 10:00am (The preferred closing date should be either on Wednesday or Friday) Validity Date: 60 days * 1 Indicate specific requirements for the site visit e.g. Protective Clothing/Equipment * 2 Where a dual envelope tendering method (separate submission of technical and financial proposals) the Request for Proposal should indicate that only names of bidders shall be read out on the tender closing date. Page 78 of 200

79 Bidders shall be required to record on the Register maintained by the Botswana Power Corporation, when collecting tender documents. Bidders not appearing on the Register shall be disqualified. Bidders who are unable to physically record on the Register shall be recorded by the BPC Supply Chain Department subject to availability of documentary evidence of payment for the documents by the subject bidders. 4. General Requirements (Delete items that are not applicable to the subject tender) 4.1 Tenderers are required to provide profiles of their respective Company, Organisation or Firm along with trade references, which among other things, outlines the following: Name of the Company, Organisation or Firm The Company, Organisation or Firm s history in the industry The key shareholders of the Company, Organisation or Firm The Company, Organisation or Firm s client portfolio and relevant experience. 4.2 Failure to comply with the requirements at 4.1 may result in the immediate disqualification of the bid 4.3 The Tenderer s Proposal should demonstrate their knowledge of the BPC as well as the Assignment requirement and their understanding of the requisite tasks set forth in the Terms of Reference and the Scope of Work incorporated therein. Provision of the requested information, in full, must be set forth in the following sequence: General approach proposed by the Tenderer for provision of the services including such detailed information as is deemed relevant; Work programme including an organisation chart for the Assignment team Name, age, nationality, background, employment records and detailed professional experience of each expert to be assigned for providing the proposed services, with particular reference to the kind of experience required for the project along with their proposed role in the project implementation. A copy of the Bio data format is attached as Schedule Proposed association arrangement with other Firms (if any) Clarifications, if any, on the Terms of Reference. 4.4 In order to allow proper evaluation of Tenders, all Schedule(s) contained in this Request for Proposal should be fully completed and signed where required. Tenders in which the detailed prices and/or particulars are not fully completed may not be considered. 4.5 All costs relating to the preparation and submission of the Tender are to be borne by the Tenderer. The BPC will not be responsible for losses, or pay expenses which may be incurred by the Tenderer in the preparation of their Tender. 4.6 All tenders shall be subject to the Corporation s General Conditions of Tendering for the purchase of goods and services, which are attached hereto. Page 79 of 200

80 4.7 Tenders are to be marked as follows: Tender No..../14 (Insert Title of Tender) The Company Name should be prominently reflected on the packaging as well as on each copy of the tender documents 4.8 Failure to comply with the requirements at 4.7 shall result in the immediate disqualification of the bid. 5. Requests for Information 5.1 If the Tenderer has any doubt as to the meaning or intent of any of the provisions in this Invitation to Tender or if a Firm identifies any discrepancies or contradictions they must seek the BPC s clarification as soon as possible, whose interpretation shall be final. Such request for advice or decision shall be referred via signed facsimile correspondence for the attention of the Botswana Power Corporation Officer whose details are at Paragraph 4, with correspondence as a back-up to...@bpc.bw 5.2 It is important that any such request is made in sufficient time to enable any interpretation or amendment to the Request for Proposal to be given without prejudice to the date for receipt of Tenders. Tenderers are therefore required to submit such Requests for Information at least 10 (ten) calendar days prior to the Tender return date. The BPC will not entertain any extensions of time which arise from a circumstance that should have been clarified by the Tenderer in accordance with this requirement before submitting their Tender. 5.3 The Tenderer calling for any sub-tenderer(s) shall inform their sub-tenderer(s) that all queries shall be submitted not to the person designated in Paragraph 5.1 but to the Tenderer who, if not already in possession of the information, shall themselves obtain the necessary advice or decision in accordance with the above procedure. 5.4 All responses to requests for information will be distributed by and by facsimile to all prospective Tenderers who have purchased or collected the Request for Proposal documents for the subject tender. 6. Amendments to the Request for Proposal 6.1 The BPC has the right at its sole discretion to issue amendments to the Invitation to Tender documentation at any time during the tender period. Such amendments will as far as possible take due consideration of the remaining tender period and will be distributed by and by facsimile to all prospective Tenderers who have purchased or collected the Request for Proposal documents for the subject tender. 6.2 No alterations shall be made to the Request for Proposal documentation unless amendments to the Invitation to Tender are issued by the BPC during the tendering period which will be issued and numbered as "Amendments to the Invitation to Tender Documentation". Page 80 of 200

81 7. Minor Departures 7.1 The Tender shall fully comply with this Request for Proposal. However, it is recognised that minor departures may be acceptable subject to prior BPC approval. 8. Tariffs or Charges 8.1 The Tenderer shall submit the Schedule of charges per Schedule 2 Schedule of Tariffs or Charges. 8.2 Withholding tax, or any other taxes, related to this project shall be for the account of the Tenderer. 8.3 Value Added Tax (VAT) that is levied by the Botswana Unified Revenue Services (BURS) shall be for the account of the Botswana Power Corporation. 9. Conditions of Tendering and Conditions of Contract 9.1 The tender shall be submitted in accordance with the Conditions of Tendering and Conditions of Contract specified in this Request for Proposals. Any subsequent contracts will be drawn in accordance with the Laws of the Republic of Botswana and based on this documentation. 10. Tender preparation 10.1 All Tenders must be prepared in accordance with the instructions specified in these Request for Proposal documents. 11. Tender copies 11.1 The Tenderer shall submit (insert number of required copies) completed copies of the Tender proposals, in one sealed envelope, which shall be marked clearly with the title and number of the tender, and a covering letter or accompanying documentation. Tenderers that are not compliant shall not be considered. 12. Tender content 12.1 The Tender and supporting documentation shall be submitted in the English language Should there be any discrepancies between entries in the copy marked Original and those marked Copy the entries contained in the Original copy shall prevail Tenders and accompanying documents shall be completed as indicated together with the necessary copies and shall be enclosed in a sealed cover marked as follows: Confidential For the attention of The Chief Executive Officer (Insert BPC Tender No. and Title of Project in Bold Capital Letters) Page 81 of 200

82 The Chief Executive Officer Botswana Power Corporation P O. Box 48 Plot No. 1222, Nkrumah Road Light Industrial Sites Gaborone Botswana 12.4 Failure to comply with the requirements at 123 shall result in the immediate disqualification of the bid 13. Schedules (Refer Annexure A) All tenders must comprise the following: (Include this sub-paragraph if the Tender Form is applicable) This statement should not be included in the copy that is to be handed to bidders Schedule 1 Tender Form 13. Tender Lodgement 13.1 Tenders, no matter how submitted MUST BE RECEIVED to the Botswana Power Corporation before the Closing Time on the Closing Date shown in Paragraph 3 of this Request for Proposals. The Tenderer is advised that incomplete or late information will not be considered Any company that decides not to submit a tender, after collecting and studying the tender documentation, is requested to communicate the reasons for withdrawal Prior to opening of envelopes, tender responses shall be reconciled against the register of all received bids that shall be maintained by the Botswana Power Corporation. Any bids that have not been registered shall not form part of the tenders that are to be opened. 15. Delivery and packaging 15.1 Tenders must be clearly marked with the name of the Tenderer appearing on each page of the tender. The Tender must be enclosed in sealed envelopes bearing: a) The name of the Tenderer; b) The Botswana Power Corporation Tender Number; c) The name or description of the services being tendered for; and d) The Closing Date for the Tender. Page 82 of 200

83 15.2 Failure to comply with the requirements at 15.1 shall result in the immediate disqualification of the bid 16. Delivery of Tenders 16.1 Tenders must be placed in the Tender Box located at: Botswana Power Corporation Supply Chain (Procurement) Office Plot 1222 Nkrumah Road Light Industrial Sites Gaborone 16.2 Tenders submitted by other means will not be considered by the Botswana Power Corporation. 17. Delivery by post 17.1 Tenders delivered by courier post MUST be received in the Tender Box by the Closing Time on the Closing Date. The Botswana Power Corporation shall not be responsible for delays by couriers to deposit tenders in the designated tender box. 18. Acceptance of Tenders 18.1 The BPC does not bind itself to accept the lowest, or any, Tender BPC reserves the right to accept/award the tender in full or in part at its sole discretion Unsuccessful tenders will not be returned by BPC. 19. Joint Ventures etc Tenders submitted by a joint venture of two or more companies as partners shall comply with the following requirements: 19.2 The Tender shall be signed so as to be legally binding on all partners, 19.3 One of the partners shall be authorised to act as Leader and this authorisation shall be evidenced by submitting a power of attorney signed by legally authorised signatories of all the partners, 19.4 By this power of attorney, the Leader shall be authorised to incur liabilities and receive instructions for and on behalf of any and all partners of the joint venture. The partners Page 83 of 200

84 shall be considered bound by all things done by the Leader and the BPC and/or his authorised representative need not deal with any other persons in this respect All partners of the joint venture shall be liable jointly and severally for the performance of the Contract in accordance with the Contract terms, and a statement to this effect shall be included in the authorisation mentioned under Paragraph 17.3 above An original and three copies of the agreement entered into among the joint venture partners shall be submitted along with the Tender 20. Assessment and Evaluation 20.1 Assessment and evaluation of Tenders will be based on the criteria set out in the Terms of Reference Document. 21. Tender Validity 21.1 The Tender validity shall be 60 calendar days from the tender opening date. In the event that the BPC wishes to extend the validity period, the BPC shall request such extension from the Tenderer in writing prior to the expiration of the original tender validity period. Page 84 of 200

85 TERMS OF REFERENCE For (Insert Title of Project) 1 Background This section provides background information on BPC for appreciation by prospective Tenderers. Below is an example of the Background information: BACKGROUND Botswana Power Corporation deals with high and low voltage electrical equipment such as circuit breakers, transformers, isolators, etc. which needs to be tested periodically to ensure efficient operation. If such equipment is not tested, then their effectiveness of may be compromised, and hence this could result in loss of electricity to valued customers. The provision of proper test equipment and training will provide a basis for remedial action to be taken before equipment fails in service and thus improving the reliability and efficiency of the entire network. 2. Technical Requirements (This section should provide details and specifications of the goods/tools/equipment/spares that are being procured as per example given below) This tender is for the supply of high voltage test equipment and training on their use at Francistown Transmission Offices. All tender responses must meet the Corporation s minimum requirements as indicated in the example below: (a) Winding Resistance Tester i) Auto Current Ranging from 10 MA to 40 Amps ii) Digital Resistance Reading from 1 micro-ohm to 500 ohms iii) Auto discharge circuit for operator safety iv) Built-in 2.5" Thermal Printer, computer interface v) Stores 48 records of 63 readings vi) Weighs less than 15kg (b) Transformer Turns Ratio Tester i) Fully automatic operation ii) Measures three phases simultaneously iii) Highest ratio measurement (45,000:1) iv) Highest accuracy (0.1%) v) Built-in storage and downloading capabilities Page 85 of 200

86 3. EVALUATION OF TENDERS Preference will be given to locally manufactured products in line with the requirements of the Economic Diversification Drive (EDD) Revised Guidelines. 3.1 Evaluation Process The evaluation of the tender shall be in the stages outlined below. Stage 1: Compliance to General Tender Requirements a) Valid Tax Clearance Certificate or Tax Exemption Certificate obtainable from the Botswana Unified Revenue Services (BURS) (Applicable to all bidders as follows: i) Local bidders Tax Clearance Certificate only ii) Foreign bidders Tax Exemption Certificate. BURS require the following from foreign bidders: Certificate of Incorporation of foreign country Tax Clearance Certificate of foreign country Letter requesting exemption certificate (from BURS) for tender purposes. BURS contact details are as follows: Botswana Unified Revenue Services Private Bag 0013 Gaborone Telephone: (267) Fax: (267) burs.org.bw b) Submission of Trading Licence or authorisation to trade in goods or services that are being procured under this tender (Applicable to foreign and local bidders). c) Submission of Shareholders Certificate d) Proof of Attendance of compulsory site visit (if applicable). e) Proof of Accreditation to a body that regulates the provision of goods or services that are being procured under this tender (if applicable). f) *Proof of purchase of tender documents (if applicable). Salient Point Non submission (b) (d) and (e) shall result in immediate disqualification of the tender. BPC reserves the right to seek clarity where (c) has not been submitted, Bidders who have not included tax clearance or exemption certificates in their response to tender documents, shall not be disqualified at the compliance stage of the tender evaluation. Such bidders shall then be required to produce the Certificates in the event that the outcome of the tender evaluation considers them to be the most technically and commercially competitive. Page 86 of 200

87 Stage 2: Technical Evaluation The Least Cost Selection method shall be used to identify the lowest bid, which meets the technical and commercial requirements. The following shall be the technical requirements that bidders shall have to comply with in order to progress to the financial evaluation stage: a) Submission of Type Test Certificate (if applicable) b) Submission of proof of product certification by the South African Bureau of Standards (SABS) or the Botswana Bureau of Standards (BOBS) in line with the SRDS specifications at Annexure 1. Bidders who may wish to submit standards other than the ones specified at Annexure 1, shall be required to provide: i) Proof of equivalence to the Annexed standards issued by BOBS. ii) Submit copy of the substitute standard c) Alignment of the tenderers delivery period to the timelines outlined in the Request for Proposal. d) Conformance to technical specifications outlined at Paragraph 2 of the Terms of Reference. Evaluation will be on the basis of conformance or non-conformance. Stage 3 Financial Evaluation a) Bids for locally produced products submitted by bidders registered under the following initiatives shall be evaluated and award made on the basis of price and delivery competiveness. Bidders are required to provide proof of eligibility to the procurement preference initiatives: i) Economic Diversification Drive (EDD) and ii) Local procurement Scheme (LPS) b) Bids for products that are to be imported shall be considered where bids at (a) are not competitive or where part of the quantities to be procured is considered to be above the capacity of the local producers. CHECK LIST All tenders must comprise the following (as applicable to the tender being floated): The check list is to be enclosed with the bid documents. Certificate of Incorporation Tax Clearance Certificate Shareholders Certificate Page 87 of 200

88 Trading Licence Proof of Attendance of Site Visit Proof Accreditation of EDD Certificate (if applicable) CEE Requirements (if applicable) LPS Requirements (if applicable) Page 88 of 200

89 CONDITIONS OF TENDERING These conditions of tendering apply to all Requests for Proposal (RfP) issued by the Botswana Power Corporation. They should be read in conjunction with all other Request for Proposal documents. All tenderers are bound by these conditions of tendering and they should be read carefully. 1. DEFINITIONS AND INTERPRETATIONS 1.1 Defined terms Unless otherwise defined in these Conditions of Tendering, defined terms used in the Request for Proposal documents have the meaning given to them in the Conditions of Contract and/or the Specifications. In the event of inconsistency in meaning between defined terms in different documents, a defined term will have the meaning given to that term in the relevant document. 1.2 Definitions Unless the contrary intention appears the following words used in the Request for Proposal Documents have the following meanings: Acceptance Date means the date of service of the Notice of Acceptance. Business Day means a day which is not a Saturday, Sunday or Public Holiday in the Republic of Botswana. Closing Date means the date identified in the Request for Proposal Documents as the date of closing of the Request for Proposal or such other date as is determined by The Botswana Power Corporation and notified to Tenderers as an addenda to the Request for Proposal Documents. Closing Time means the time specified in the Request for Proposal Documents as the closing time on the Closing Date for the lodgement of Tenders, or if no time is specified, hours on the Closing Date. Conditions of Contract means the General Conditions of Contract per the Conditions of Contract document as well as the Special Conditions of Contract specific to this tender, if any Special Conditions are included. Conditions of Tendering means the terms and conditions of tendering as set out in this document and includes the Instructions to Tenderers. Contract means the contract evidenced by: a) The Letter of Acceptance of Offer or Formal Instrument of Agreement duly executed by The Botswana Power Corporation; b) the Request for Proposal Documents; c) the Tender; d) any other documents evidencing modifications to the Request for Proposal Documents; and e) Any other documents evidencing negotiated matters agreed between The Botswana Power Corporation and the Successful Tenderer. Formal Instrument of Agreement means the duly executed instrument of agreement that constitutes the Contract in relation to the Successful Tenderer s written offer to supply and deliver goods or perform services in response to this Request for Proposals. Page 89 of 200

90 General Conditions means the general terms and conditions of contract, to be applicable to the Contract to be awarded to the Successful Tenderer, as set out in the Request for Proposal Documents, including the Conditions of Contract. Instructions to Tenderers means the Request for Proposals and the Instructions to Tenderers set out in these Request for Proposal Documents. Letter of Acceptance of Offer means the notice sent by the Botswana Power Corporation to the Successful Tenderer giving details of the agreed terms of the acceptance and other relevant information in relation to the Successful Tenderer s written offer to supply and deliver goods or perform services. Notice of Acceptance means the notice to the Successful Tenderer comprising either a Letter of Acceptance of Offer or a Formal Instrument of Agreement duly executed by The Botswana Power Corporation. Request for Proposals means the request for tenders constituted by the Request for Proposal Documents. Request for Proposal Documents means the documents comprising this Request for Proposals and includes the Instructions to Tenderers, the Conditions of Tendering, the Terms of Reference, the Conditions of Contract, the Tender Form and Tender Schedules and any addenda issued by The Botswana Power Corporation. Special Conditions means the special terms and conditions of contract, if any, applicable to the Contract to be awarded to the Successful Tenderer, as set out in the Request for Proposal Documents. Specifications means the Terms of Reference per the Invitation to Tender Document which describes the Services to be provided by the Contractor and any variations thereof made pursuant to Condition 10.of the Conditions of Contract Successful Tenderer means the Tenderer in receipt of a Notice of Acceptance. Tender means the documents to be lodged by a Tenderer in response to the Request for Tenders constituted by these Request for Proposal Documents. Tender Form means the tender form forming part of the Request for Proposal Documents, which is required to be completed and returned as part of the Tender. Tender Schedules means the schedules included with the Tender Form and required to be completed and submitted by each Tenderer in accordance with these Conditions of Tendering or, as the context requires, the Tender Schedules completed by the Tenderer and lodged as part of their Tender. Tenderer means a person lodging a Tender pursuant to the Request for Proposals. Validity Date means the date specified in the Request for Proposals and Instructions to Tenderers to which Tenders must remain valid and capable of acceptance; or if no date is specified, the date which is sixty days from the Closing Date. 1.3 Interpretation Unless expressed to the contrary words importing: i) the singular include the plural and vice versa; ii) any gender includes the other gender; If a word or phrase is defined cognate words and phrases have corresponding definitions; Page 90 of 200

91 A reference to: i) a person includes a firm, unincorporated association, corporation and a government or statutory body or authority; ii) iii) iv) a person includes its legal personal representatives, successors and assigns; a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them; a right includes a benefit, remedy, discretion, authority or power; v) an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation; Provisions or terms of this document or another document, agreement, understanding or arrangement include a reference to both express and implied provisions and terms; Time is to local time in Republic of Botswana; Writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes facsimile transmissions; and Anything (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them; A reference to this document includes all schedules, annexure and appendices referred to in it. Headings do not affect the interpretation of this document. 2. REQUEST FOR PROPOSAL (RfP) DOCUMENTS 2.1 Discrepancies in Tender Documents Should the Tenderer find any discrepancy, error or omission in any of the Tender Documents, it should notify the Botswana Power Corporation in writing as soon as possible. 2.2 No obligation to notify discrepancy The Botswana Power Corporation is under no obligation to notify Tenderers of any discrepancy, error or omission in the Request for Proposal documents discovered by or notified to The Botswana Power Corporation before or after the Closing Date. Page 91 of 200

92 2.3 Right to amend Tender Documents The Botswana Power Corporation may amend the Tender Documents (including the date or time for closing of the Tender) at any time by written addendum issued in identical form to each Tenderer. Any addendum issued will become part of the Request for Proposal documents. 2.4 Addenda No explanation, elaboration of, or amendment to the Request for Proposal documents will be effective unless it is in the form of a written addendum issued by the Botswana Power Corporation nominated contact Officer stated under Paragraph 2 of this Request for Proposal. 3. TENDERER S WARRANTIES 3.1 By lodging a Tender, a Tenderer represents and warrants to The Botswana Power Corporation that, as at the date of the Tender: i) There is no legal or other impediment to the Tenderer entering into an Agreement with the Botswana Power Corporation and meeting the terms and conditions of such Agreement. ii) All information and records to be supplied by the Tenderer in relation to its Tender are and will be true and accurate in all material respects; iii) iv) The Tenderer is a solvent legal entity and is under no form of insolvency, administration or legal disability to contract of any kind; The Tenderer has no conflict of interest or anticipated conflict of interest in entering into the Contract and doing all things required of it under the Contract which has not otherwise been disclosed in writing to The Botswana Power Corporation prior to or at the time of lodging its Tender; v) The Tenderer has after diligent inquiry and investigation fully disclosed to The Botswana Power Corporation in its Tender all information (within its knowledge or which should have been within its knowledge) which could reasonably be regarded as affecting in any way the decision of The Botswana Power Corporation to accept or reject the Tenderer s response to the tender invitation; vi) All authorisations, registrations, consents, approvals, licences or permits required by any governmental body or under any government legislation or regulations which are or will be required in connection with the execution and delivery of, performance of obligations under or validity or enforceability of the Tenderer s offer if accepted, have been or will be obtained or effected and are or will be in force and effect; vii) No litigation, arbitration or administrative proceeding is presently taking place, pending, or to the knowledge of the Tenderer threatened against the Tenderer which could have an adverse effect on the business, assets or financial condition of the Tenderer; Page 92 of 200

93 viii) The Tenderer will immediately notify The Botswana Power Corporation of the occurrence of any event which may constitute a breach of any of the representations, warranties or covenants made in connection with the Tender, including, without limitation any event which may result in material adverse change in the business of the Tenderer; ix) All accounts, balance sheets and other accounting and financial information furnished or to be furnished to the Botswana Power Corporation are true and correct in every material particular, as at the date to which they respectively relate and are not misleading or deceptive in any respect; and x) The Tenderer is not aware of any act, matter or thing or circumstance by reason of which the Tenderer will not be able to perform any obligations arising out of the Contract. 3.2 If at, or at any time after the date on which it lodges its Tender, the Botswana Power Corporation requests, or it is necessary to obtain, any authorisations, registrations, consents, approval, licences, permits or independent legal or financial opinions on which the Botswana Power Corporation can rely, the Tenderer will obtain same. 3.3 The Tenderer agrees that the representations, warranties and undertakings set out above are continuing and are deemed to be repeated on the date on which an Agreement is entered into by the Botswana Power Corporation and the Tenderer. 4. NO COLLUSION OR COMMISSIONS 4.1 No agreements Tenderers must not enter into any agreement, arrangement or understanding with any other Tenderer or any other party which relates to practices such as collusion in tendering, inflation of tender prices, compensation if unsuccessful, Tenderers costs or commissions or any other such matters. Evidence of collusive tendering will result in the disqualification of the Tender. Tenderers involved in such practices may be suspended or delisted from tendering for future contracts with the Botswana Power Corporation. The procedure for delisting and suspension of contractors has been posted in the BPC Website Bid Rigging Tenderers should note that in terms of Section 25 (c) of the Competition Act, two or more companies which are owned by the same individual(s) shall not be used to bid for the same product within the same tender, since this amounts to bid rigging. However, Competition Law allows for the companies to bid for different products in the same tender. 4.3 Warranty by Tenderer as to collusion/commission By lodging a Tender, a Tenderer warrants to The Botswana Power Corporation that it has not included in its Tender and shall not be or become entitled to receive any payment from or be or become obliged to make any payment to any other Tenderer or any trade industry or professional organisation or any other third party or person in respect of the lodgement of or outcome of the submission of, its Tender. Page 93 of 200

94 4.4 No commissions payable by The Botswana Power Corporation The Botswana Power Corporation will not be liable to pay any commission or brokerage to any agent or broker responsible for introducing any Successful Tenderer to The Botswana Power Corporation. Any such agent involved in any Tender is agreed to be the agent of the Successful Tenderer and not the Botswana Power Corporation. 5. TENDER TO CONSTITUTE OFFER 5.1 Irrevocable offer Any Tender lodged will constitute an irrevocable offer by the Tenderer. The Tenderer agrees that the contents of its Tender (subject to any post tender alterations agreed in writing by the Botswana Power Corporation) will form a binding description of the offer by the Tenderer. 5.2 Time limit Each Tender lodged with The Botswana Power Corporation remains open and shall be capable of acceptance until the Validity Date. 5.3 No revocation, withdrawal or variation Except with the prior written consent of The Botswana Power Corporation, a Tenderer may not withdraw or revoke its Tender before the Validity Date but may withdraw its Tender after the Validity Date provided the Tender has not been accepted by The Botswana Power Corporation. 5.4 Compensation The Botswana Power Corporation may seek compensation for the withdrawal of a Tender prior to the expiry of the Validity Date. Compensation will be the cost involved in the evaluation of the Tender until the date of notification of withdrawal and any subsequent evaluation of other Tenders caused by the withdrawal. 5.5 Exclusion of variations etc. No purported variation, alteration or amendment to or of the Request for Proposal Documents by a Tenderer shall bind the Botswana Power Corporation, provided always that the Botswana Power Corporation may in its absolute discretion accept any form of Tender. 6. ACCEPTANCE OF TENDER 6.1 Time of acceptance and manner A Tender shall not be deemed to be accepted unless and until The Botswana Power Corporation serves the Tenderer with a Notice of Acceptance. Page 94 of 200

95 6.2 Service The Notice of Acceptance may be delivered to the address for service of the Successful Tenderer nominated in its Tender, or sent by prepaid post to such address. 6.3 Date of service The date of service of the Notice of Acceptance will be: i) Where the Notice of Acceptance is served personally on the Successful Tenderer or left at the address for service of the Tenderer specified in its Tender, the date upon which the Notice of Acceptance is handed to the Tenderer or left at the address for service of such Tenderer, as the case may be; or ii) Where the Notice of Acceptance is sent by prepaid post to the Successful Tenderer, the date of posting of the Notice of Acceptance. 6.4 Qualifications to acceptance The Botswana Power Corporation is entitled to accept any Tender on a qualified basis (including, without limitation, that acceptance is subject to resolution of identified issues and items). 6.5 Parties bound Upon acceptance of a Tender by the Botswana Power Corporation (by service of a Notice of Acceptance, and whether as originally submitted or as varied following negotiations after submission of the Tender), the Successful Tenderer is bound by the Contract. 7. EXECUTION OF FORMAL INSTRUMENT OF AGREEMENT 7.1 Formal Instrument of Agreement If a Formal Instrument of Agreement is sent to the Successful Tenderer then the Successful Tenderer must execute the Formal Instrument of Agreement and deliver it to the Botswana Power Corporation within 14 days of the date of the Notice of Acceptance. If the Successful Tenderer is unable to comply with this time period, then the Successful Tenderer is bound to supply the Goods to, or perform the Services for, the Botswana Power Corporation pursuant to the Agreement as if it had been executed by both parties on the Acceptance Date. 8. INCONSISTENCIES IN DOCUMENTS 8.1 Inconsistencies in the Agreement If there are any inconsistencies between any of the documents forming the Contract they will prevail one against the others to the extent of such inconsistencies in the following order and priority: Page 95 of 200

96 i) First: any negotiated matters; ii) Second: any documents evidencing modifications to the Request for Proposal Documents; iii) Third: the Request for Proposal Documents; and iv) Fourth: the Tender. 8.2 Inconsistencies in Request for Proposal Documents In the event of an inconsistency between the documents in the Request for Proposal Documents they will prevail one against the others to the extent of such inconsistency in the following order and priority: i) First: any Addenda to the Request for Proposal Documents; ii) iii) iv) Second: the Specifications; Third: the Conditions of Tendering; Fourth: the Special Conditions of Contract; v) Fifth: the General Conditions of Contract; vi) Sixth: the Tender Form and Tender Schedules; and vii) Seventh: the Instructions to Tenderers. 9. ASSESSMENT AND SELECTION CRITERIA 9.1 Tender Evaluation and Award Process The following factors will form the basis of the selection criteria used in the evaluation process. Tenderers should note that the criteria listed below are not in any particular order, are not necessarily exhaustive and do not imply any relative weighting. Many factors will contribute to the assessment, and the information supplied in response to the various sections of this document will contribute to the assessment against each criterion. 9.2 The BPC may call on the assistance of an Independent Consultant in carrying out its evaluation. All information declared by the Tenderer will be adopted in the Tender evaluation and the tender will be awarded to the Tenderer whose submission offers the best quality and most technically competent service whilst paying due attention to economy and efficiency and will be assessed against Page 96 of 200

97 i) BPC s satisfaction that the Technical Proposal is compliant with the Terms of Reference and the Conditions of Contract. This will include the quality and suitability of the approach and methodology, technical competence and experience of personnel and previous relevant experience of similar work. ii) iii) The Financial Proposal will be used to assess the Tenderer s commercial efficiency, extent of resources proposed, programme duration and ultimate tariffs and charges. Following receipt and opening of Tenders the selection process will comprise: a) Opening and ranking of all Tender Proposals; b) Limited high level clarification may be sought from Tenderers c) The Tenderers may be invited to make further oral presentations. d) Final evaluation and selection of the Preferred Bidder based on the Tender Proposals submitted and other information contained in the response to the Invitation to Tender. e) The final adjudication/evaluation report, along with the resultant recommendation, is then submitted first to the Executive Procurement and Tender Committee and finally, where required by the Tender regulations, to the Board Procurement and Tender Committee for approval before the successful bidder is invited to negotiate the contract. f) For the purpose of valuation of these tender, all foreign currencies will be translated to Botswana Pula at the spot bank selling rate ruling on the tender opening date as quoted by the Bank of Botswana. Any other foreign currency rates used by the tenderer in the tender submission will not be considered. 9.3 Primary Qualification Criteria i) Experience in successful Equipment Procurement and Construction plus ongoing operation and maintenance of this type of power plant. ii) Experience and capacity to undertake this particular Project. iii) The effective all charge required to make the project successful, which charge will be paid by the Tenderer. iv) Own resources and other referrals available to the tenderer. v) Capacity to meet the likely financial and contractual obligations for full completion of this project as well as the future operation and maintenance for the term of the power supply contract. vi) Demonstrated understanding of the Botswana Power Corporation s Requirements. Page 97 of 200

98 9.4 Technical, operations, financial and legal criteria Ability to meet specified objectives of the Project Compliance with the various Republic of Botswana regulations and codes or practice Proposed approach towards the Project, including any hardware, software development, design, testing, installation, integration and migration processes Demonstrated quality management systems including project management, systems assurance, integrated support and quality assurance Demonstrated management and functional processes for all facets of contract delivery Viability and likely risk to be transferred to the Botswana Power Corporation Overall cost to the Botswana Power Corporation Ability to meet the overall timeframe outlines in the request documents Compliance with the Contract terms and conditions. 9.5 Selection of Successful Tenderer Following assessment of the proposals, the Botswana Power Corporation may select one or more Successful Tenderers whose proposals are considered to best meet the assessment criteria, and, after any clarifications or negotiations required, may proceed to execute Contracts with one or more of them. 9.6 The Botswana Power Corporation s discretion The Botswana Power Corporation may use such method of determination or selection process as it deems appropriate in its absolute discretion. In particular, without limitation the Botswana Power Corporation is under no obligation to accept the lowest price in respect of any Tender, or any Tender. 10. RIGHTS OF THE BOTSWANA POWER CORPORATION 10.1 Right to cancel/revoke a Request for Proposal The Botswana Power Corporation reserves the right at any time, whether before or after the Closing Date, to cancel or revoke its Request for Proposal and in that event no prospective Tenderer has any right to claim or demand against The Botswana Power Corporation. Page 98 of 200

99 10.2 Separate Tenders The Botswana Power Corporation reserves the right to accept a separate Tender or separate Tenders for any one or more separable parts of the goods or services which are the subject of the Request for Proposal. The Botswana Power Corporation may also accept all or any part of a Tender subject to satisfaction of stipulated conditions to which the Tenderer may be asked to agree Right to negotiate The Botswana Power Corporation reserves the right to negotiate with Tenderers after the Closing Date and completion of the tender evaluation and adjudication. The Botswana Power Corporation may negotiate with Tenderers to vary their Tenders on any grounds relevant to The Botswana Power Corporation obtaining the best commercial and technical result from the Request for Proposal. The Botswana Power Corporation may withdraw from such negotiations at any time and commence negotiations with any other Tenderer without any obligation to invite proposals, tenders, offers or submissions from any other Tenderer in respect of the terms which are the subject of such negotiation or variation Request for further information The Botswana Power Corporation may request any Tenderer to supply further information if the particulars supplied by the Tenderer in the Tender Form and the Tender Schedules are insufficient to enable The Botswana Power Corporation to evaluate the Tender to its satisfaction. Tenderers must supply any further information requested by The Botswana Power Corporation within 5 days or as otherwise agreed with the Botswana Power Corporation Officer after receipt of a written request for that information. The Botswana Power Corporation may also request the Tenderer to attend an interview. Any information supplied by the Tenderer in response to a request for further information or at an interview will, if so required by The Botswana Power Corporation, be deemed to form part of the Tenderer s Tender The Botswana Power Corporation s right to correspond The Botswana Power Corporation reserves the right to discuss, or correspond in respect of; any matter pertaining to a Tender with any relevant person or company or to request clarification of any matter from any relevant person or company at any time Right to alter terms and conditions The Botswana Power Corporation may negotiate with any Tenderer and may alter or accept alterations to any of the terms and conditions of a Contract to be entered into by The Botswana Power Corporation with a Tenderer at any time, without, in its absolute discretion, notice to any other Tenderer. 11. UNSUCCESSFUL BIDDERS 11.1 Debriefing In the interest of transparency and openness each participating bidder may, after contract award (acceptance of contract terms by both parties) be debriefed (on request) of the results of their bid. The debriefing shall cover the evaluation process particularly scores allocated as per the evaluation Page 99 of 200

100 criteria. The information that will be released by BPC shall only pertain to the requesting bidder s tender No redress Any person lodging a Tender which is unsuccessful is not entitled to any redress against the Botswana Power Corporation, and the Botswana Power Corporation s decision in relation to the Request for Proposal will be final and (subject to legal rights which cannot be excluded, released or modified) no unsuccessful Tenderer has any redress against the Botswana Power Corporation as a result of the Botswana Power Corporation exercising any or all of its rights in relation to the Request for Proposal. 12. APPEALS Bidders/Tenderers who may claim that they have suffered a loss as a result of the tender award decision may lodge written appeals through the BPC Tender Appeals Structure details of which are posted (as Chapter 16 of the Tender Regulations) in the Corporation s website STATUTORY REQUIREMENTS 13.1 Tax Clearance Certificate (1) In order to ensure compliance with Tax Law, all Tenderers (local and foreign based) are required to submit Tax Clearance Certificates or Tax Exemption Certificate, issued by the Botswana Unified Revenue Service. Where the Bidder has submitted its Tax Returns and delays are experienced in issuing the certificate, then confirmation in writing by Tax Authorities that the Tenderer has submitted Tax Returns shall be considered as sufficient proof. The Clearance or Exemption Certificate forms part of the condition for award of the Tender. (2) In respect of Consortiums that have been established with the objective of participating in the tender, it is critical that all partners to the consortium should be tax compliant by submitting a valid tax clearance certificate or tax exemption certificate. Failure by any of the partners to submit proof of their tax compliance shall result in the disqualification of the response to the tender invitation submitted by the consortium. Page 100 of 200

101 ANNEXURE A SCHEDULE 1 - TENDER FORM (if applicable) To: The Botswana Power Corporation Tender Committee Plot 1222 Nkrumah Road Gaborone Botswana 1. In this Tender, terms used have the meanings given to them in the Conditions of Tendering, the General Conditions of Contract, or as otherwise defined in this Tender. 2. The Tenderer: (a) offers to * 2 carry out/supply and deliver or provide services for... [Insert title of assignment] to Botswana Power Corporation on the terms and conditions set out in the Request for Proposal Documents and the Tender Schedules attached to this Tender Form; * 2 delete whichever is not applicable (b) acknowledges that this Tender is irrevocable until the Validity Date; (c) undertakes to be bound by and to duly observe and perform the terms and conditions of the Request for Proposal Documents and, if this Tender is accepted, to enter into a Contract to carry out/supply and deliver or provide services for...to Botswana Power Corporation as set out in the Request for Proposal Documents and the Tender Schedules attached to this Tender Form and (d) confirms that each of the Tender Schedules listed in the attached Tender Form Schedule Checklist have been completed and are attached to this Tender Form. Name of Tenderer(s): Address: Phone Number: Fax Number: address: Contact Person: Phone Number: Page 101 of 200

102 Signature of authorised signatory: Name and Position of authorised signatory: Date: Signature of Witness: Name of Witness: Date: Page 102 of 200

103 ANNEXURE F Request for Proposal (Services)-Template BOTSWANA POWER CORPORATION TENDER No..../15 Request for Proposal (Services) For (Insert Title of Project in Bold Capital Letters) Issue Date:.../2015 This document and all the information it contains are confidential. It is the property of the Botswana Power Corporation whose details are shown below. It must not be disclosed to any third party without the written consent of the Botswana Power Corporation, Motlakase House, Macheng Way, Light Industrial Sites, Plot 1222, and Gaborone, Botswana. Tel. (267) Fax. (267) / TABLE OF CONTENTS INSTRUCTIONS TO TENDERERS 22. Invitation to Tender 23. Enquiries 24. Timetable 25. General Requirements 26. Requests for Information 27. Amendments to Request for Proposal 28. Minor Departures 29. Tariffs or Charges 30. Conditions of Tendering 31. Tender Preparation Page 103 of 200

104 32. Tender Copies 33. Tender Content Schedules 35. Tender Lodgement 36. Delivery and Packaging 37. Delivery and Packaging 38. Delivery by Post 39. Acceptance of Tenders 40. Joint Ventures 41. Assessment and Evaluation 42. Tender Validity TERMS OF REFERENCE 4. Background 5. Technical Requirements 6. Evaluation of Tenders CONDITIONS OF TENDERING 14. Definitions and Interpretations 15. Request for Proposal Documents 16. Tenderer s Warranties 17. No Collusion of Commissions 18. Tender to Constitute Offer 19. Acceptance of Tender 20. Execution of Formal Tender Instrument 21. Inconsistencies in Documents 22. Assessment and Selection Criteria 23. Rights of the Botswana Power Corporation 24. Unsuccessful Bidders 25. Appeals 26. Statutory Requirements ANNEXURE Schedule 1 Tender Form Schedule 2 Schedule 3 Charge Schedule Tenderer s Structure Schedule Schedule 4 Conflict of Interest Schedule Schedule 5 Tenderer s Technical Proposal Schedule Schedule 6 Compliance Statement Schedule Page 104 of 200

105 (Title of Tender in Bold Capital Letters) INSTRUCTIONS TO TENDERERS Invitation to Tender 1.3 The Botswana Power Corporation (BPC) invites the lodgement of Tenders in accordance with this Request for Proposal for (Title of Tender) 1.4 The Scope of this Request for Proposal is more fully detailed in the Terms of Reference for this Request for Proposal. 2.0 Enquiries 1.5 All tenderers must be prepared in accordance with the instructions specified in these Request for Proposal Documents. All enquiries relating to this Request for Proposal are to be in writing and directed to: Botswana Power Corporation Officer: (Project Officer s Name) Telephone: Cell phone: Facsimile: @bpc.bw 3. Timetable Relevant Dates for this Request for Proposal are: Invitation to Tender issued:.../ 2015 Closing Date for Tenders:.../ 2015 * 1 Compulsory site visit (if applicable) on.../2015 * 2 Closing Time for Tenders on Closing Date: 10:00am (The closing date should be either on Wednesday or Friday) Validity Date: 60 days * 1 Indicate specific requirements for the site visit e.g. Protective Clothing/Equipment * 2 Where a dual envelope tendering method (separate submission of technical and financial proposals) the Request for Proposal should indicate that only names of bidders shall be read out on the tender closing date. Bidders shall be required to record on the Register maintained by the Botswana Power Corporation, when collecting tender documents. Bidders not appearing on the Register shall be disqualified. Bidders who are unable to physically record on the Register shall be recorded by the Supply Chain Department subject to availability of documentary evidence of payment for the documents by the subject bidders. Page 105 of 200

106 4. General Requirements (Delete items that are not applicable to the subject tender) 4.1 Tenderers are required to provide profiles of their respective Company, Organisation or Firm along with trade references, which among other things, outlines the following: Name of the Company, Organisation or Firm The Company, Organisation or Firm s history in the industry The key shareholders of the Company, Organisation or Firm The Company, Organisation or Firm s client portfolio and relevant experience. 4.2 Failure to comply with the requirements at 4.1 may result in the immediate disqualification of the bid 4.3 The Tenderer s Proposal should demonstrate their knowledge of the BPC as well as the Assignment requirement and their understanding of the requisite tasks set forth in the Terms of Reference and the Scope of Work incorporated therein. Provision of the requested information, in full, must be set forth in the following sequence: General approach proposed by the Tenderer for provision of the services including such detailed information as is deemed relevant; Work programme including an organisation chart for the Assignment team Name, age, nationality, background, employment records and detailed professional experience of each expert to be assigned for providing the proposed services, with particular reference to the kind of experience required for the project along with their proposed role in the project implementation. A copy of the Bio data format is attached as Schedule Proposed association arrangement with other Firms (if any) Clarifications, if any, on the Terms of Reference. 4.4 In order to allow proper evaluation of Tenders, all Schedules contained in this Request for Proposal should be fully completed and signed where required. Tenders in which the detailed prices and/or particulars are not fully completed may not be considered. 4.5 All costs relating to the preparation and submission of the Tender are to be borne by the Tenderer. The BPC will not be responsible for losses, or pay expenses which may be incurred by the Tenderer in the preparation of their Tender. 4.6 All tenders shall be subject to the Corporation s General Conditions of Tendering for the purchase of goods and services, which are attached hereto. 4.7 Tenders are to be marked as follows: Tender No.... (Insert Title of Tender) The Company Name should be prominently reflected on the packaging as well as on each copy of the tender documents Page 106 of 200

107 4.8 Failure to comply with the requirements at 4.7 shall result in the immediate disqualification of the bid. 5. Requests for Information 5.1 If the Tenderer has any doubt as to the meaning or intent of any of the provisions in this Invitation to Tender or if a Firm identifies any discrepancies or contradictions they must seek the BPC s clarification as soon as possible, whose interpretation shall be final. Such request for advice or decision shall be referred via signed facsimile correspondence for the attention of the Botswana Power Corporation Officer whose details are at Paragraph 4, with correspondence as a back-up to...@bpc.bw 5.2 It is important that any such request is made in sufficient time to enable any interpretation or amendment to the Request for Proposal to be given without prejudice to the date for receipt of Tenders. Tenderers are therefore required to submit such Requests for Information at least 10 (ten) calendar days prior to the Tender return date. The BPC will not entertain any extensions of time which arise from a circumstance that should have been clarified by the Tenderer in accordance with this requirement before submitting their Tender. 5.3 The Tenderer calling for any sub-tender(s) shall inform their sub-tenderer(s) that all queries shall be submitted not to the person designated in Paragraph 5.1 but to the Tenderer who, if not already in possession of the information, shall themselves obtain the necessary advice or decision in accordance with the above procedure. 5.4 All responses to requests for information will be distributed by and by facsimile to all prospective Tenderers who have purchased or collected the Request for Proposal documents for the subject tender. 6. Amendments to the Request for Proposal 6.1 The BPC has the right at its sole discretion to issue amendments to the Invitation to Tender documentation at any time during the tender period. Such amendments will as far as possible take due consideration of the remaining tender period and will be distributed by and by facsimile to all prospective Tenderers who have purchased or collected the Request for Proposal documents for the subject tender. 6.2 No alterations shall be made to the Request for Proposal documentation unless amendments to the Invitation to Tender are issued by the BPC during the tendering period which will be issued and numbered as "Amendments to the Invitation to Tender Documentation". 7. Minor Departures 7.1 The Tender shall fully comply with this Request for Proposal. However, it is recognised that minor departures may be acceptable subject to prior BPC approval. 8. Tariffs or Charges 8.1 The Tenderer shall submit the Schedule of charges per Schedule 2 Schedule of Tariffs or Charges. Page 107 of 200

108 8.2 Withholding tax, or any other taxes, related to this project shall be for the account of the Tenderer. 8.3 Value Added Tax (VAT) that is levied by the Botswana Unified Revenue Services (BURS) shall be for the account of the Botswana Power Corporation. 9. Tenderer s Conditions of Tendering and Conditions of Contract 9.1 The tender shall be submitted in accordance with the Conditions of Tendering and Conditions of Contract specified in this Request for Proposals. Any subsequent contracts will be drawn in accordance with the Laws of the Republic of Botswana and based on this documentation. 10. Tender preparation 10.1 All Tenders must be prepared in accordance with the instructions specified in these Request for Proposal documents. 11. Tender copies 11.1 The Tenderer shall submit (insert number of required copies) completed copies of the Tender proposals, in one sealed envelope, which shall be marked clearly with the title and number of the tender, and a covering letter. Tenderers that are not compliant shall not be considered. 12. Tender content 12.1 The Tender and supporting documentation shall be submitted in the English language Should there be any discrepancies between entries in the copy marked Original and those marked Copy the entries contained in the Original copy shall prevail Tenders and accompanying documents shall be completed as indicated together with the necessary copies and shall be enclosed in a sealed cover marked as follows: Confidential For the attention of The Chief Executive Officer (Insert BPC Tender No. and Title of Project in Bold Capital Letters) The Chief Executive Officer Botswana Power Corporation PO. Box 48 Plot No. 1222, Nkrumah Road Light Industrial Sites Gaborone Botswana Page 108 of 200

109 12.4 Failure to comply with the requirements at 123 shall result in the immediate disqualification of the bid 13 Schedules 13.1 All tenders must comprise the following (in order): (Only Schedules that are relevant to the subject tender should be included) This statement should not be reflected in the copy that is to be handed to prospective bidders Schedule 1 Tender Form Schedule 2 Charge Schedule Schedule 3 Tenderer s Structure Schedule Schedule 4 Conflict of Interest Schedule Schedule 5 Tenderer s Technical Proposal Schedule Schedule 6 Compliance Statement Schedule 14. Tender Lodgement 14.1 Tenders, no matter how submitted MUST BE RECEIVED to the Botswana Power Corporation before the Closing Time on the Closing Date shown in Paragraph 3 of this Request for Proposals. The Tenderer is advised that incomplete or late information will not be considered Any company that decides not to submit a tender, after collecting and studying the tender documentation, is requested to communicate the reasons for withdrawal Prior to opening of envelopes, tender responses shall be reconciled against the register of all received bids that shall be maintained by the Botswana Power Corporation. Any bids that have not been registered shall not form part of the tenders that are to be opened. 15. Delivery and packaging 15.1 Tenders must be clearly marked with the name of the Tenderer appearing on each page of the tender. The Tender must be enclosed in sealed envelopes bearing: c) The name of the Tenderer; d) The Botswana Power Corporation Tender Number; e) The name or description of the services being tendered for; and f) The Closing Date for the Tender. Page 109 of 200

110 15.2 Failure to comply with the requirements at 15.1 shall result in the immediate disqualification of the bid 16. Delivery of Tenders 16.1 Tenders must be placed in the Tender Box located at: Botswana Power Corporation Supply Chain (Procurement) Office Plot 1222 Nkrumah Road Light Industrial Sites Gaborone 16.2 Tenders submitted by other means will not be considered by the Botswana Power Corporation. 17. Delivery by post 17.1 Tenders delivered by courier post MUST be received in the Tender Box by the Closing Time on the Closing Date. The Botswana Power Corporation shall not be responsible for delays by couriers to deposit tenders in the designated tender box. 18. Acceptance of Tenders 18.1 The BPC does not bind itself to accept the lowest, or any, Tender BPC reserves the right to accept/award the tender in full or in part at its sole discretion Unsuccessful tenders will not be returned by BPC. 19. Joint Ventures etc Tenders submitted by a joint venture of two or more companies as partners shall comply with the following requirements: 19.2 The Tender shall be signed so as to be legally binding on all partners, 19.3 One of the partners shall be authorised to act as Leader and this authorisation shall be evidenced by submitting a power of attorney signed by legally authorised signatories of all the partners, 19.4 By this power of attorney, the Leader shall be authorised to incur liabilities and receive instructions for and on behalf of any and all partners of the joint venture. The partners shall be considered bound by all things done by the Leader and the BPC and/or his authorised representative need not deal with any other persons in this respect. Page 110 of 200

111 19.5 All partners of the joint venture shall be liable jointly and severally for the performance of the Contract in accordance with the Contract terms, and a statement to this effect shall be included in the authorisation mentioned under Paragraph 17.3 above An original and three copies of the agreement entered into among the joint venture partners shall be submitted along with the Tender 20. Assessment and Evaluation 20.1 Assessment and evaluation of Tenders will be based on the criteria set out in the Terms of Reference Document. 21. Tender Validity 21.1 The Tender validity shall be 60 calendar days from the tender opening date. In the event that the BPC wishes to extend the validity period, the BPC shall request such extension from the Tenderer in writing prior to the expiration of the original tender validity period. Page 111 of 200

112 TERMS OF REFERENCE For (Insert Title of Project) TERMS OF REFERENCE (With the exception of the Background all other sections should be included only if they are applicable to the subject tender) Background This section provides background information on BPC for appreciation by prospective Tenderers. Below is an example of the Background information: 6.1. BACKGROUND (INFORMATION BELOW IS AN EXAMPLE. THE BACKGROUND SHOULD REFLECT ON THE PROJECT OR SERVICES BEING PROCURED) The Botswana Power Corporation (BPC) is a Government owned National Electricity Utility which was formed in 1970 by an Act of Parliament. In its 43 years in existence the BPC developed from a small oil-fired power station in Gaborone, (which was commissioned in 1970 and dismantled in 1989) to more efficient thermal power stations in Selibe-Phikwe and Morupule using locally mined coal. The Selibe-Phikwe power station was decommissioned in 1995 leaving in operation only the more technologically advanced Morupule Power Station, which is adjacent to the colliery. The Morupule Power Station provides approximately 30% of the country's power requirements while the remainder is imported mostly from the SAPP and in particular Eskom in South Africa 6.2. CORPORATION S MANDATE The legal mandate of the Corporation as defined in Part V of the Act, in particular section 13 thereof, is primarily the generation, transmission, supply and distribution of electricity. Botswana Power Corporation is constrained by statute and may only do what it is mandated to do in terms of its founding legislation i.e. the BPC Act, read with other legislation that applies to it, e.g. the Electricity Supply Act [CAP 73:01]. The Corporation s mandate is the generation, transmission, distribution and supply of electricity to domestic, commercial and industrial customers in Botswana 6.3. THE CORPORATION S MISSION STATEMENT To provide efficient, reliable, safe and environmentally sensitive electricity services that are commercially viable and sustainable 6.4. THE CORPORATION S VISION A Leading Power Utility in the Region by THE CORPORATION S VALUES The Corporation s aspired value set is: Page 112 of 200

113 Business Excellence Service Excellence Personal Growth Ethical Business Conduct (including Botho) Valued Citizen 6.6. THE CORPORATION S BUSINESS MODEL The Corporation is currently structured into Strategic Business Units and Corporate Support Units A Strategic Business Unit is a ring-fenced profit centre and has its own business plan, has a clear set of performance targets, has its own set of financial reports; forms part of the Corporation s transfer pricing value chain, has management and staff specifically dedicated to the operation of the unit and has its own internal governance and reporting structures. The Director of a Strategic Business Unit has a significant amount of autonomy in contracting both internally within the Corporation and with external parties. The Corporation s Strategic Business Units are: Generation Transmission Customer Service and Supply Rural Corporate Services Corporate Support Units are ring-fenced cost centres responsible for centralised processes in support of Strategic Business Units and other Support Units. They have their own budgets, but their Managers do not have the same authority as Strategic Business Unit Directors. The Corporation s Corporate Support Units are: Corporate Finance Corporate Human Resources Office of Strategy and Transformation Internal Audit Corporate Counsel A Strategic Projects Department has been established in the Office of the Chief Executive Officer to project manage the Morupule Power Station Expansion Programme 6.7. GOVERNANCE Botswana Power Corporation is a corporate body capable of suing and being sued in its own name. The accountability for the actions the Utility undertakes is vested in the Corporation Board of Directors (Board Members) The Corporation is governed in terms of a three tier governance model, being Tier 1 the Board, Tier 2 the Executive Committee and Tier 3 the Business Unit Management Teams Page 113 of 200

114 6.8. TRANSFER PRICING/INTERNAL PRICING Internal revenue flows are managed by means of transfer pricing and internal pricing mechanisms, where transfer pricing covers the pricing of electricity through the value chain and internal pricing is used for pricing of services from Corporate Support Units GEOGRAPHIC FOOTPRINT OF OPERATIONS Electricity distribution covers the full geographic area of Botswana. Objective (The project objectives should be detailed in this section) Scope of Services (This section should outline the tasks that Tenderers shall be required to undertake in order to meet the project objectives. This should amongst others include any reviews, studies, assessments, financial and economic analysis, capital costs and financial planning to be conducted as well as reports that will be produced.). Skills Transfer (This section should require Tenderers to outline or demonstrate how they will impart skills to citizens or local firms). Expenses The Botswana Power Corporation shall not be responsible for or accept any cost involving the preparation and submission of bids. All such costs will be for the account of the Tenderer. Costs resulting from a misinterpretation of the Request for Proposals Document shall be borne by the bidder and shall not constitute grounds for the successful bidder to lodge claims for additional compensation after the award. 5 Duties and Responsibilities of BPC The BPC shall be responsible for providing information and assistance where reasonably possible to the Tenderers. Key Professional Staff Qualifications and Competence for the Project (This section should inform the Tenderers of the qualifications and experience requirements for key professional staff. This allows all Tenderers to appreciate the actual requirements of the tender. Page 114 of 200

115 An example of the required information is reflected below) Position Qualifications Relevant Experience (years) Team Leader Minimum relevant degree 20 years experience in power system environment projects with focus on feasibility studies O & M Engineer(s) Mechanical Plant Engineer(s) Civil Engineer(s) Electrical Engineer(s) Water Resources Specialist(s) Minimum electrical or mechanical engineering degree Minimum mechanical engineering degree Minimum civil or mechanical engineering degree Minimum electrical engineering degree Minimum geology/hydrology or other relevant degree Environmental Specialist(s) Minimum natural resources/ environmental science or other relevant degree Control and Instrument Engineer(s) Minimum electrical or electronics engineering degree 15 years in operation & maintenance of power block and energy block 15 years in design of power plant structures 15 years in design of power plant (steel infrastructure), and geotechnical engineering 15 years experience in design and operation of turbines, transformers and generators 15 years in water resources including ground and surface water abstraction 15 years in Environmental and Social Impact Assessments in the energy sector 15 years experience in control of power block and energy block systems Economist(s) Minimum bachelors of arts degree 15 years in financial and economic modelling in energy sector S C H E D U L E S ( R E F E R A N N E X U R E A) EVALUATION OF TENDERS Evaluation Process 10.1 The following tender evaluation method shall be applied (Business Units shall select any of the following tender evaluation methods and the chosen method should be the one reflected on these Terms of Reference) Evaluation by quality and cost based selection Page 115 of 200

116 (5) Quality and cost based selection means an evaluation methodology that takes into account both the quality and the cost of the bids in a process under which the technical bids are evaluated without access to financial bids. (6) The quality and cost based selection method shall be conducted as follows; (a) Both the quality and the cost of bids shall be taken into account in a process under which technical bids are evaluated without access to financial bids: and (b) The relative weight to be given to the quality and cost components of the evaluation shall depend on the nature of the assignment and shall be stated in the Request for Proposal. The preferred weighting shall be Technical Score 80%, Financial Score 20% with a minimum weighted technical score of 70%. (7) A bid submitted under the quality and cost based selection evaluation method shall be submitted under the dual envelope submission method and evaluated to determine the: (a) Quality with regard to the technical bid, in accordance with- (iv) (v) An evaluation against set criteria on a merit point system to determine the total technical score for the technical bid received, and The total scores determined compared to the minimum technical score; (b) The total weighted cost score, with regard to a financial bid, where the bidder reached the minimum technical score; and (c) The bidder who obtained the highest total combined technical and financial score, who shall be recommended for award of the contract Evaluation by quality based selection (1) The Quality based selection means an evaluation method that uses quality as the primary factor in a process under which technical bids are evaluated without access to financial bids and a financial evaluation is undertaken only for the best technical bid which is within the budget. (2) Under the quality based selection evaluation method the evaluation of- (d) A technical bid shall be conducted against set criteria on a merit point system to determine the best technical bid without access to financial bids; (e) The quality of a bid shall be the primary factor to be considered; and (f) Cost shall apply only to the best technical bid which is within the budget. Page 116 of 200

117 Evaluation by fixed budget selection (5) The Fixed budget selection means an evaluation method that recommends the bidder with the best technical bid which is within the budget. (6) Under the fixed budget selection evaluation method, the Business Unit shall indicate its available budget, and evaluation shall be considered as follows- (c) A bidder shall be required to provide, within the stated budget, the best possible technical and financial bids, in separate envelopes; and (d) The bidder with the evaluated technical bid of the highest quality, which is within the stated budget, shall be recommended to be awarded the contract (7) The schedule of requirements (otherwise referred to in the Request for Proposal as the Terms of Reference) prepared by the Business Unit, shall contain all the necessary detail to portray the sufficiency of the budget for the performance, by a bidder, of the expected tasks as shall be contained in the contract. Stage 1: Compliance to General Tender Requirements a) Submission of Valid Tax Clearance Certificate or Tax Exemption Certificate obtainable from the Botswana Unified Revenue Services (BURS) (Applicable to all bidders as follows: i) Local bidders Tax Clearance Certificate only ii) Foreign bidders Tax Exemption Certificate. BURS require the following from foreign bidders: Certificate of Incorporation of foreign country Tax Clearance Certificate of foreign country Letter requesting exemption certificate (from BURS) for tender purposes. BURS contact details are as follows: Botswana Unified Revenue Services Private Bag 0013 Gaborone Telephone: (267) Fax: (267) burs.org.bw b) Submission of Trading Licence or authorisation to trade in services that are being procured under this tender (Applicable to foreign and local bidders). c) Submission of Shareholders Certificate d) Proof of Attendance of compulsory site visit (if applicable). e) Proof of Accreditation to a body that regulates the provision of goods or services that are being procured under this tender (if applicable). f) Proof of purchase of tender documents (if applicable). Page 117 of 200

118 Salient Point Non submission (b) (d) and (e) shall result in immediate disqualification of the tender. BPC reserves the right to seek clarity where (c) has not been submitted, Bidders who have not included tax clearance or exemption certificates in their response to tender documents, shall not be disqualified at the compliance stage of the tender evaluation. Such bidders shall then be required to produce the Certificates in the event that the outcome of the tender evaluation considers them to be the most technically and commercially competitive. Stage 2: Technical Evaluation The Request for Proposal shall detail the tender evaluation method that has been chosen at 10.1 of these Terms of Reference and indicate the evaluation components (including allotted scores) to be applied. An example of the Technical Evaluation Criteria and scores is as follows. (NB: This may be varied depending on the technicality of the services being procured) CRITERIA 1 Overall depth of the experience in terms of years of service and competency of the firm in undertaking projects of comparable size, complexity and technical speciality in large organizations 2 Overall depth of experience in terms of years of service and competency of the key Professional Team assigned to BPC Total Possible 3 Clear understanding of the Scope of Terms of Reference 10 4 Methodology to be adopted in executing the mandate during the period i.e. quality management systems including project management, systems assurance, integrated support and quality assurance 5 Proposed approach to new developments in terms of conducting the Human Resource Utilization Audit as well as change in client business conditions 6 Ability to meet the overall timeframe outlines in the request documents Stage 3 Financial Evaluation NB: Tenderers are required to provide proof of eligibility to procurement preference initiatives such as: a) Economic Diversification Drive (EDD). b) Citizen Economic Empowerment (CEE) and c) Local procurement Scheme (LPS) The applicable preference initiative shall be applied at the Financial Evaluation Stage (This should not form part of the Compliance to Tender Requirements or Technical Evaluation criteria) Where scores were awarded at the technical stage of the evaluation, the following formula will be used to determine the financial scores: Financial Score (Sf) = Lowest Price/ Bidder s Price X 20%, where 20 is the financial weighting Page 118 of 200

119 STAGE 4: RECOMMENDATION FOR TENDER AWARD (This will be dependent on the tender evaluation method chosen at 10.1 of these Terms of Reference) CHECK LIST All tenders must comprise the following (as applicable to the tender being floated): The check list is to be enclosed with the bid documents. Certificate of Incorporation Tax Clearance Certificate Shareholders Certificate Trading Licence Proof of Attendance of Site Visit Proof Accreditation of EDD Certificate (if applicable) Page 119 of 200

120 CONDITIONS OF TENDERING These conditions of tendering apply to all Requests for Proposal (RfP) issued by the Botswana Power Corporation. They should be read in conjunction with all other Request for Proposal documents. All tenderers are bound by these conditions of tendering and they should be read carefully. DEFINITIONS AND INTERPRETATIONS 1.1 Defined terms Unless otherwise defined in these Conditions of Tendering, defined terms used in the Request for Proposal documents have the meaning given to them in the Conditions of Contract and/or the Specifications. In the event of inconsistency in meaning between defined terms in different documents, a defined term will have the meaning given to that term in the relevant document. 1.2 Definitions Unless the contrary intention appears the following words used in the Request for Proposal Documents have the following meanings: Acceptance Date means the date of service of the Notice of Acceptance. Business Day means a day which is not a Saturday, Sunday or Public Holiday in the Republic of Botswana. Closing Date means the date identified in the Request for Proposal Documents as the date of closing of the Request for Proposal or such other date as is determined by The Botswana Power Corporation and notified to Tenderers as an addenda to the Request for Proposal Documents. Closing Time means the time specified in the Request for Proposal Documents as the closing time on the Closing Date for the lodgement of Tenders, or if no time is specified, hours on the Closing Date. Conditions of Contract means the General Conditions of Contract per the Conditions of Contract document as well as the Special Conditions of Contract specific to this tender, if any Special Conditions are included. Conditions of Tendering means the terms and conditions of tendering as set out in this document and includes the Instructions to Tenderers. Contract means the contract evidenced by: a) The Letter of Acceptance of Offer or Formal Instrument of Agreement duly executed by The Botswana Power Corporation; b) the Request for Proposal Documents; c) the Tender; Page 120 of 200

121 d) any other documents evidencing modifications to the Request for Proposal Documents; and e) Any other documents evidencing negotiated matters agreed between The Botswana Power Corporation and the Successful Tenderer. Formal Instrument of Agreement means the duly executed instrument of agreement that constitutes the Contract in relation to the Successful Tenderer s written offer to supply and deliver goods or perform services in response to this Request for Proposals. General Conditions means the general terms and conditions of contract, to be applicable to the Contract to be awarded to the Successful Tenderer, as set out in the Request for Proposal Documents, including the Conditions of Contract. Instructions to Tenderers means the Request for Proposals and the Instructions to Tenderers set out in these Request for Proposal Documents. Letter of Acceptance of Offer means the notice sent by the Botswana Power Corporation to the Successful Tenderer giving details of the agreed terms of the acceptance and other relevant information in relation to the Successful Tenderer s written offer to supply and deliver goods or perform services. Notice of Acceptance means the notice to the Successful Tenderer comprising either a Letter of Acceptance of Offer or a Formal Instrument of Agreement duly executed by The Botswana Power Corporation. Request for Proposals means the request for tenders constituted by the Request for Proposal Documents. Request for Proposal Documents means the documents comprising this Request for Proposals and includes the Instructions to Tenderers, the Conditions of Tendering, the Terms of Reference, the Conditions of Contract, the Tender Form and Tender Schedules and any addenda issued by The Botswana Power Corporation. Special Conditions means the special terms and conditions of contract, if any, applicable to the Contract to be awarded to the Successful Tenderer, as set out in the Request for Proposal Documents. Specifications means the Terms of Reference per the Invitation to Tender Document which describes the Services to be provided by the Contractor and any variations thereof made pursuant to Condition 10.of the Conditions of Contract Successful Tenderer means the Tenderer in receipt of a Notice of Acceptance. Tender means the documents to be lodged by a Tenderer in response to the Request for Tenders constituted by these Request for Proposal Documents. Tender Form means the tender form forming part of the Request for Proposal Documents, which is required to be completed and returned as part of the Tender. Page 121 of 200

122 Tender Schedules means the schedules included with the Tender Form and required to be completed and submitted by each Tenderer in accordance with these Conditions of Tendering or, as the context requires, the Tender Schedules completed by the Tenderer and lodged as part of their Tender. Tenderer means a person lodging a Tender pursuant to the Request for Proposals. Validity Date means the date specified in the Request for Proposals and Instructions to Tenderers to which Tenders must remain valid and capable of acceptance; or if no date is specified, the date which is sixty days from the Closing Date. 1.3 Interpretation Unless expressed to the contrary words importing: j) the singular include the plural and vice versa; iii) any gender includes the other gender; if a word or phrase is defined cognate words and phrases have corresponding definitions; 1.4 A reference to: viii) ix) a person includes a firm, unincorporated association, corporation and a government or statutory body or authority; a person includes its legal personal representatives, successors and assigns; x) a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them; xi) xii) a right includes a benefit, remedy, discretion, authority or power; an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation; 1.5 Provisions or terms of this document or another document, agreement, understanding or arrangement include a reference to both express and implied provisions and terms; 1.6 Time is to local time in Republic of Botswana; 1.7 Writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes facsimile transmissions; and 1.8 Anything (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them; Page 122 of 200

123 1.9 A reference to this document includes all schedules, annexure and appendices referred to in it Headings do not affect the interpretation of this document. 2. REQUEST FOR PROPOSAL (RfP) DOCUMENTS 2.1 Discrepancies in Tender Documents Should the Tenderer find any discrepancy, error or omission in any of the Tender Documents, it should notify the Botswana Power Corporation in writing as soon as possible. 2.2 No obligation to notify discrepancy The Botswana Power Corporation is under no obligation to notify Tenderers of any discrepancy, error or omission in the Request for Proposal documents discovered by or notified to The Botswana Power Corporation before or after the Closing Date. 2.3 Right to amend Tender Documents The Botswana Power Corporation may amend the Tender Documents (including the date or time for closing of the Tender) at any time by written addendum issued in identical form to each Tenderer. Any addendum issued will become part of the Request for Proposal documents. 2.4 Addenda No explanation, elaboration of, or amendment to the Request for Proposal documents will be effective unless it is in the form of a written addendum issued by the Botswana Power Corporation nominated contact Officer stated under Paragraph 2 of this Request for Proposal. 3. TENDERER S WARRANTIES 3.1 By lodging a Tender, a Tenderer represents and warrants to The Botswana Power Corporation that, as at the date of the Tender: xi) There is no legal or other impediment to the Tenderer entering into an Agreement with the Botswana Power Corporation and meeting the terms and conditions of such Agreement. xii) All information and records to be supplied by the Tenderer in relation to its Tender are and will be true and accurate in all material respects; xiii) The Tenderer is a solvent legal entity and is under no form of insolvency, administration or legal disability to contract of any kind; xiv) The Tenderer has no conflict of interest or anticipated conflict of interest in entering into the Contract and doing all things required of it under the Contract which has not otherwise been Page 123 of 200

124 disclosed in writing to The Botswana Power Corporation prior to or at the time of lodging its Tender; xv) The Tenderer has after diligent inquiry and investigation fully disclosed to The Botswana Power Corporation in its Tender all information (within its knowledge or which should have been within its knowledge) which could reasonably be regarded as affecting in any way the decision of The Botswana Power Corporation to accept or reject the Tenderer s response to the tender invitation; xvi) All authorisations, registrations, consents, approvals, licences or permits required by any governmental body or under any government legislation or regulations which are or will be required in connection with the execution and delivery of, performance of obligations under or validity or enforceability of the Tenderer s offer if accepted, have been or will be obtained or effected and are or will be in force and effect; xvii) No litigation, arbitration or administrative proceeding is presently taking place, pending, or to the knowledge of the Tenderer threatened against the Tenderer which could have an adverse effect on the business, assets or financial condition of the Tenderer; xviii) The Tenderer will immediately notify The Botswana Power Corporation of the occurrence of any event which may constitute a breach of any of the representations, warranties or covenants made in connection with the Tender, including, without limitation any event which may result in material adverse change in the business of the Tenderer; xix) All accounts, balance sheets and other accounting and financial information furnished or to be furnished to the Botswana Power Corporation are true and correct in every material particular, as at the date to which they respectively relate and are not misleading or deceptive in any respect; and xx) The Tenderer is not aware of any act, matter or thing or circumstance by reason of which the Tenderer will not be able to perform any obligations arising out of the Contract. 3.2If at, or at any time after the date on which it lodges its Tender, the Botswana Power Corporation requests, or it is necessary to obtain, any authorisations, registrations, consents, approval, licences, permits or independent legal or financial opinions on which the Botswana Power Corporation can rely, the Tenderer will obtain same. 3.3 The Tenderer agrees that the representations, warranties and undertakings set out above are continuing and are deemed to be repeated on the date on which an Agreement is entered into by the Botswana Power Corporation and the Tenderer. 4. NO COLLUSION OR COMMISSIONS 4.1 No agreements Tenderers must not enter into any agreement, arrangement or understanding with any other Tenderer or any other party which relates to practices such as collusion in tendering, inflation of tender prices, compensation if unsuccessful, Tenderers costs or commissions or any other such matters. Evidence of collusive tendering will result in the disqualification of the Tender. Tenderers involved in such Page 124 of 200

125 practices may be suspended or delisted from tendering for future contracts with the Botswana Power Corporation. The procedure for delisting and suspension of contractors has been posted in the BPC Website Bid Rigging Tenderers should note that in terms of Section 25 (c) of the Competition Act, two or more companies which are owned by the same individual(s) shall not be used to bid for the same product within the same tender, since this amounts to bid rigging. However, Competition Law allows for the companies to bid for different products in the same tender. 4.3 Warranty by Tenderer as to collusion/commission By lodging a Tender, a Tenderer warrants to The Botswana Power Corporation that it has not included in its Tender and shall not be or become entitled to receive any payment from or be or become obliged to make any payment to any other Tenderer or any trade industry or professional organisation or any other third party or person in respect of the lodgement of or outcome of the submission of, its Tender. 4.4 No commissions payable by The Botswana Power Corporation The Botswana Power Corporation will not be liable to pay any commission or brokerage to any agent or broker responsible for introducing any Successful Tenderer to The Botswana Power Corporation. Any such agent involved in any Tender is agreed to be the agent of the Successful Tenderer and not the Botswana Power Corporation. 5. TENDER TO CONSTITUTE OFFER 5.1 Irrevocable offer Any Tender lodged will constitute an irrevocable offer by the Tenderer. The Tenderer agrees that the contents of its Tender (subject to any post tender alterations agreed in writing by the Botswana Power Corporation) will form a binding description of the offer by the Tenderer. 5.2 Time limit Each Tender lodged with The Botswana Power Corporation remains open and shall be capable of acceptance until the Validity Date. 5.3 No revocation, withdrawal or variation Except with the prior written consent of The Botswana Power Corporation, a Tenderer may not withdraw or revoke its Tender before the Validity Date but may withdraw its Tender after the Validity Date provided the Tender has not been accepted by The Botswana Power Corporation. 5.4 Compensation Page 125 of 200

126 The Botswana Power Corporation may seek compensation for the withdrawal of a Tender prior to the expiry of the Validity Date. Compensation will be the cost involved in the evaluation of the Tender until the date of notification of withdrawal and any subsequent evaluation of other Tenders caused by the withdrawal. 5.5 Exclusion of variations etc. No purported variation, alteration or amendment to or of the Request for Proposal Documents by a Tenderer shall bind the Botswana Power Corporation, provided always that the Botswana Power Corporation may in its absolute discretion accept any form of Tender. 6. ACCEPTANCE OF TENDER 6.1 Time of acceptance and manner A Tender shall not be deemed to be accepted unless and until The Botswana Power Corporation serves the Tenderer with a Notice of Acceptance. 6.2 Service The Notice of Acceptance may be delivered to the address for service of the Successful Tenderer nominated in its Tender, or sent by prepaid post to such address. 6.3 Date of service The date of service of the Notice of Acceptance will be: i) Where the Notice of Acceptance is served personally on the Successful Tenderer or left at the address for service of the Tenderer specified in its Tender, the date upon which the Notice of Acceptance is handed to the Tenderer or left at the address for service of such Tenderer, as the case may be; or ii) Where the Notice of Acceptance is sent by prepaid post to the Successful Tenderer, the date of posting of the Notice of Acceptance. 6.4 Qualifications to acceptance The Botswana Power Corporation is entitled to accept any Tender on a qualified basis (including, without limitation, that acceptance is subject to resolution of identified issues and items). 6.5 Parties bound Upon acceptance of a Tender by the Botswana Power Corporation (by service of a Notice of Acceptance, and whether as originally submitted or as varied following negotiations after submission of the Tender), the Successful Tenderer is bound by the Contract. Page 126 of 200

127 7. EXECUTION OF FORMAL INSTRUMENT OF AGREEMENT 7.1 Formal Instrument of Agreement If a Formal Instrument of Agreement is sent to the Successful Tenderer then the Successful Tenderer must execute the Formal Instrument of Agreement and deliver it to the Botswana Power Corporation within 14 days of the date of the Notice of Acceptance. If the Successful Tenderer is unable to comply with this time period, then the Successful Tenderer is bound to supply the Goods to, or perform the Services for, the Botswana Power Corporation pursuant to the Agreement as if it had been executed by both parties on the Acceptance Date. 8. INCONSISTENCIES IN DOCUMENTS 8.1 Inconsistencies in the Agreement If there are any inconsistencies between any of the documents forming the Contract they will prevail one against the others to the extent of such inconsistencies in the following order and priority: i) First: any negotiated matters; ii) Second: any documents evidencing modifications to the Request for Proposal Documents; iii) Third: the Request for Proposal Documents; and iv) Fourth: the Tender. 8.2 Inconsistencies in Request for Proposal Documents In the event of an inconsistency between the documents in the Request for Proposal Documents they will prevail one against the others to the extent of such inconsistency in the following order and priority: i) First: any Addenda to the Request for Proposal Documents; ii) Second: the Specifications; iii) Third: the Conditions of Tendering; iv) Fourth: the Special Conditions of Contract; v) Fifth: the General Conditions of Contract; vi) Sixth: the Tender Form and Tender Schedules; and vii) Seventh: the Instructions to Tenderers. Page 127 of 200

128 9. ASSESSMENT AND SELECTION CRITERIA 9.1 Tender Evaluation and Award Process The following factors will form the basis of the selection criteria used in the evaluation process. Tenderers should note that the criteria listed below are not in any particular order, are not necessarily exhaustive and do not imply any relative weighting. Many factors will contribute to the assessment, and the information supplied in response to the various sections of this document will contribute to the assessment against each criterion. 9.2 The BPC may call on the assistance of an Independent Consultant in carrying out its evaluation. All information declared by the Tenderer will be adopted in the Tender evaluation and the tender will be awarded to the Tenderer whose submission offers the best quality and most technically competent service whilst paying due attention to economy and efficiency and will be assessed against i) BPC s satisfaction that the Technical Proposal is compliant with the Terms of Reference and the Conditions of Contract. This will include the quality and suitability of the approach and methodology, technical competence and experience of personnel and previous relevant experience of similar work. ii) The Financial Proposal will be used to assess the Tenderer s commercial efficiency, extent of resources proposed, programme duration and ultimate tariffs and charges. iii) Following receipt and opening of Tenders the selection process will comprise: a) Opening and ranking of all Tender Proposals; b) Limited high level clarification may be sought from Tenderers c) The Tenderers may be invited to make further oral presentations. d) Final evaluation and selection of the Preferred Bidder based on the Tender Proposals submitted and other information contained in the response to the Invitation to Tender. e) The final adjudication/evaluation report, along with the resultant recommendation, is then submitted first to the Executive Procurement and Tender Committee and finally, where required by the Tender regulations, to the Board Procurement and Tender Committee for approval before the successful bidder is invited to negotiate the contract. f) For the purpose of valuation of these tender, all foreign currencies will be translated to Botswana Pula at the spot bank selling rate ruling on the tender opening date as quoted by the Bank of Botswana. Any other foreign currency rates used by the tenderer in the tender submission will not be considered. Page 128 of 200

129 9.2 Primary Qualification Criteria a) Experience in successful Equipment Procurement and Construction plus ongoing operation and maintenance of this type of power plant. b) Experience and capacity to undertake this particular Project. c) The effective all charge required to make the project successful, which charge will be paid by the Tenderer. d) Own resources and other referrals available to the tenderer. e) Capacity to meet the likely financial and contractual obligations for full completion of this project as well as the future operation and maintenance for the term of the power supply contract. f) Demonstrated understanding of the Botswana Power Corporation s Requirements. 9.7 Technical, operations, financial and legal criteria Ability to meet specified objectives of the Project Compliance with the various Republic of Botswana regulations and codes or practice Proposed approach towards the Project, including any hardware, software development, design, testing, installation, integration and migration processes Demonstrated quality management systems including project management, systems assurance, integrated support and quality assurance Demonstrated management and functional processes for all facets of contract delivery Viability and likely risk to be transferred to the Botswana Power Corporation Overall cost to the Botswana Power Corporation Ability to meet the overall timeframe outlines in the request documents Compliance with the Contract terms and conditions. 9.8 Selection of Successful Tenderer Following assessment of the proposals, the Botswana Power Corporation may select one or more Successful Tenderers whose proposals are considered to best meet the assessment criteria, and, after any clarifications or negotiations required, may proceed to execute Contracts with one or more of them. Page 129 of 200

130 9.9 The Botswana Power Corporation s discretion The Botswana Power Corporation may use such method of determination or selection process as it deems appropriate in its absolute discretion. In particular, without limitation the Botswana Power Corporation is under no obligation to accept the lowest price in respect of any Tender, or any Tender. g) RIGHTS OF THE BOTSWANA POWER CORPORATION 10.1 Right to cancel/revoke a Request for Proposal The Botswana Power Corporation reserves the right at any time, whether before or after the Closing Date, to cancel or revoke its Request for Proposal and in that event no prospective Tenderer has any right to claim or demand against The Botswana Power Corporation Separate Tenders The Botswana Power Corporation reserves the right to accept a separate Tender or separate Tenders for any one or more separable parts of the goods or services which are the subject of the Request for Proposal. The Botswana Power Corporation may also accept all or any part of a Tender subject to satisfaction of stipulated conditions to which the Tenderer may be asked to agree Right to negotiate The Botswana Power Corporation reserves the right to negotiate with Tenderers after the Closing Date and completion of the tender evaluation and adjudication. The Botswana Power Corporation may negotiate with Tenderers to vary their Tenders on any grounds relevant to The Botswana Power Corporation obtaining the best commercial and technical result from the Request for Proposal. The Botswana Power Corporation may withdraw from such negotiations at any time and commence negotiations with any other Tenderer without any obligation to invite proposals, tenders, offers or submissions from any other Tenderer in respect of the terms which are the subject of such negotiation or variation Request for further information The Botswana Power Corporation may request any Tenderer to supply further information if the particulars supplied by the Tenderer in the Tender Form and the Tender Schedules are insufficient to enable The Botswana Power Corporation to evaluate the Tender to its satisfaction. Tenderers must supply any further information requested by The Botswana Power Corporation within 5 days or as otherwise agreed with the Botswana Power Corporation Officer after receipt of a written request for that information. The Botswana Power Corporation may also request the Tenderer to attend an interview. Any information supplied by the Tenderer in response to a request for further information or at an interview will, if so required by The Botswana Power Corporation, be deemed to form part of the Tenderer s Tender. Page 130 of 200

131 10.5 The Botswana Power Corporation s right to correspond The Botswana Power Corporation reserves the right to discuss, or correspond in respect of; any matter pertaining to a Tender with any relevant person or company or to request clarification of any matter from any relevant person or company at any time Right to alter terms and conditions The Botswana Power Corporation may negotiate with any Tenderer and may alter or accept alterations to any of the terms and conditions of a Contract to be entered into by The Botswana Power Corporation with a Tenderer at any time, without, in its absolute discretion, notice to any other Tenderer. h) UNSUCCESSFUL BIDDERS 11.3 Debriefing In the interest of transparency and openness each participating bidder may, after contract award (acceptance of contract terms by both parties) be debriefed (on request) of the results of their bid. The debriefing shall cover the evaluation process particularly scores allocated as per the evaluation criteria. The information that will be released by BPC shall only pertain to the requesting bidder s tender No redress Any person lodging a Tender which is unsuccessful is not entitled to any redress against the Botswana Power Corporation, and the Botswana Power Corporation s decision in relation to the Request for Proposal will be final and (subject to legal rights which cannot be excluded, released or modified) no unsuccessful Tenderer has any redress against the Botswana Power Corporation as a result of the Botswana Power Corporation exercising any or all of its rights in relation to the Request for Proposal. i) APPEALS Bidders/Tenderers who may claim that they have suffered a loss as a result of the tender award decision may lodge written appeals through the BPC Tender Appeals Structure details of which are posted (as Chapter 16 of the Tender Regulations) in the Corporation s website STATUTORY REQUIREMENTS 13.1 Tax Clearance Certificate (3) In order to ensure compliance with Tax Law, all Tenderers (local and foreign based) are required to submit Tax Clearance Certificates or Tax Exemption Certificate, issued by the Botswana Unified Revenue Service. Where the Bidder has submitted its Tax Returns and delays are experienced in issuing the certificate, then confirmation in writing by Tax Authorities that the Tenderer has submitted Tax Returns shall be considered as sufficient proof. The Clearance or Exemption Certificate forms part of the condition for award of the Tender. Page 131 of 200

132 (4) In respect of Consortiums that have been established with the objective of participating in the tender, it is critical that all partners to the consortium should be tax compliant by submitting a valid tax clearance certificate or tax exemption certificate. Failure by any of the partners to submit proof of their tax compliance shall result in the disqualification of the response to the tender invitation submitted by the consortium. ANNEXURE A SCHEDULES (Use only if applicable to the subject tender. If not applicable the Schedules should be deleted) For (Insert the Title of the Project) SCHEDULE 1 - TENDER FORM To: The Botswana Power Corporation Tender Committee Plot 1222 Nkrumah Road Gaborone Botswana 3. In this Tender, terms used have the meanings given to them in the Conditions of Tendering, the General Conditions of Contract, or as otherwise defined in this Tender. 4. The Tenderer: (e) offers to * 2 carry out/supply and deliver or provide services for... [Insert title of assignment] to Botswana Power Corporation on the terms and conditions set out in the Request for Proposal Documents and the Tender Schedules attached to this Tender Form; * 2 delete whichever is not applicable (f) acknowledges that this Tender is irrevocable until the Validity Date; (g) undertakes to be bound by and to duly observe and perform the terms and conditions of the Request for Proposal Documents and, if this Tender is accepted, to enter into a Contract to carry out/supply and deliver or provide services for...to Botswana Power Corporation as set out in the Request for Proposal Documents and the Tender Schedules attached to this Tender Form and (h) confirms that each of the Tender Schedules listed in the attached Tender Form Schedule Checklist have been completed and are attached to this Tender Form. Page 132 of 200

133 Name of Tenderer(s): Address: Phone Number: Fax Number: address: Contact Person: Phone Number: Signature of authorised signatory: Name and Position of authorised signatory: Date: Signature of Witness: Name of Witness: Date: TENDER FORM SCHEDULE CHECKLIST Attached (please tick) Schedule 1 Tender Form Schedule 2 Schedule of Tariffs and Charges Schedule 3 Tenderer s Structure Schedule Schedule 4 Schedule 5 Conflict of Interest Schedule Tenderer's Technical Proposal Schedule Schedule 6 Compliance Statement Schedule Page 133 of 200

134 SCHEDULE 2 - SCHEDULE OF TARIFFS AND CHARGES Financial Proposal Standard Forms shall be used for the preparation of the Financial Proposal. FIN-1 Financial Proposal Submission Form FIN-2 Summary of Costs FIN-3 Breakdown of Costs by Activity FIN-4 Breakdown of Remuneration FIN-5 Reimbursable expenses FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM To: [Name and address of Client] Dear Sirs: We, the undersigned, offer to * 2 carry out/supply and deliver/provide services for... [Insert title of assignment] in accordance with your Request for Proposal dated [Insert Date] and our Technical Proposal. Our attached Financial Proposal is for the sum of [Insert amount(s) in words and figures 1 ]. This amount is exclusive of the local taxes, which shall be identified during negotiations and shall be added to the above amount. * 2 delete whichever is not applicable Our Financial Proposal shall be binding upon us subject to the modifications resulting from Contract negotiations, up to expiration of the validity period of the Proposal. We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Firm: Address: 1 Amounts must coincide with the ones indicated under Total Cost of Financial proposal in Form FIN-2. Page 134 of 200

135 FORM FIN-2 SUMMARY OF COSTS Costs Item [Indicate Foreign Currency # 1] 1 [Indicate Foreign Currency # 2] 1 [Indicate Foreign Currency # 3] 1 [Indicate Local Currency] Total Costs of Financial Proposal 2 1 Indicate between brackets the name of the foreign currency. Maximum of three convertible currencies; use as many columns as needed, and delete the others. 2 Indicate the total costs, net of local taxes, to be paid by the Client in each currency. Such total costs must coincide with the sum of the relevant Subtotals indicated in all Forms FIN-3 provided with the Proposal. Page 135 of 200

136 FORM FIN-3 BREAKDOWN OF COSTS BY ACTIVITY 1 Group of Activities (Phase): 2 Description: 3 Costs Cost component [Indicate Foreign Currency # 1] 4 [Indicate Foreign Currency # 2] 4 [Indicate Foreign Currency # 3] 4 [Indicate Local Currency] Remuneration 5 Reimbursable Expenses 5 Subtotals 1 Form FIN-3 shall be filled at least for the whole assignment. In case some of the activities require different modes of billing and payment (e.g.: the assignment is phased, and each phase has a different payment schedule), the Asset Manager shall fill a separate Form FIN-3 for each group of activities. For each currency, the sum of the relevant Subtotals of all Forms FIN-3 provided must coincide with the Total Costs of Financial Proposal indicated in Form FIN-2. 2 Names of activities (phase) should be the same as, or correspond to the ones indicated in the second column of Form TECH-8. 3 Short description of the activities whose cost breakdown is provided in this Form. 4 Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN-2. 5 For each currency, Remuneration and Reimbursable Expenses must respectively coincide with relevant Total Costs indicated in Forms FIN-4, and FIN- 5. Page 136 of 200

137 FORM FIN-4 BREAKDOWN OF REMUNERATION 1 (This Form FIN-4 shall only be used when the Lump-Sum Form of Contract has been included in the RFP. Information to be provided in this Form shall only be used to establish payments to the Asset Manager for possible additional services requested by the Client) Name 2 Position 3 Staff-month Rate 4 Foreign Staff [Home] [Field] Local Staff [Home] [Field] 1 Form FIN-4 shall be filled in for the same Professional and Support Staff listed in Form TECH-7. 2 Professional Staff should be indicated individually; Support Staff should be indicated per category (e.g.: draftsmen, clerical staff). 3 Positions of the Professional Staff shall coincide with the ones indicated in Form TECH-5. 4 Indicate separately staff-month rate and currency for home and field work. Page 137 of 200

138 FORM FIN-5 BREAKDOWN OF REIMBURSABLE EXPENSES (This Form FIN-5 shall only be used when the Lump-Sum Form of Contract has been included in the RFP. Information to be provided in this Form shall only be used to establish payments to the Asset Manager for possible additional services requested by the Client) N Description 1 Unit Unit Cost 2 Per diem allowances Day International flights 3 Miscellaneous travel expenses Trip Trip Communication costs between [Insert place] and [Insert place] Drafting, reproduction of reports Equipment, instruments, materials, supplies, etc. Shipment of personal effects Trip Use of computers, software Laboratory tests. Subcontracts Local transportation costs Office rent, clerical assistance Training of the Client s personnel 4 1 Delete items that are not applicable or add other items according to Paragraph Reference 3.6 of the Data Sheet. 2 Indicate unit cost and currency. 3 Indicate route of each flight, and if the trip is one- or two-ways. 4 Only if the training is a major component of the assignment, defined as such in the TOR. Page 138 of 200

139 Financial Negotiations - Breakdown of Remuneration Rates (Not to be used when cost is a factor in the evaluation of Proposals) 1. Review of Remuneration Rates 1.1 The remuneration rates for staff are made up of salary, social costs, overheads, fee that is profit, and any premium or allowance paid for assignments away from headquarters. To assist the firm in preparing financial negotiations, a Sample Form giving a breakdown of rates is attached (no financial information should be included in the Technical Proposal). Agreed breakdown sheets shall form part of the negotiated contract. 1.2 The Client is charged with the custody of the Botswana Power Corporation funds and is expected to exercise prudence in the expenditure of these funds. The Botswana Power Corporation is, therefore, concerned with the reasonableness of the firm s Financial Proposal, and, during negotiations, it expects to be able to review audited financial statements backing up the firm s remuneration rates, certified by an independent auditor. The firm shall be prepared to disclose such audited financial statements for the last three years, to substantiate its rates, and accept that its proposed rates and other financial matters are subject to scrutiny. Rate details are discussed below. (i) Salary This is the gross regular cash salary paid to the individual in the firm s home office. It shall not contain any premium for work away from headquarters or bonus (except where these are included by Law or Government Regulations). (ii) Bonus Bonuses are normally paid out of profits. Because the Botswana Power Corporation does not wish to make double payments for the same item, staff bonuses shall not normally be included in the rates. Where the Asset Manager s accounting system is such that the percentages of social costs and overheads are based on total revenue, including bonuses, those percentages shall be adjusted downward accordingly. Where national policy requires that 13 months pay be given for 12 months work, the profit element need not be adjusted downward. Any discussions on bonuses shall be supported by audited documentation, which shall be treated as confidential. (iii) Social Costs Social costs are the costs to the firm of staff s non-monetary benefits. These items include, inter alia, social security including pension, medical and life insurance costs, and the cost of a staff member being sick or on vacation. In this regard, the cost of leave for public holidays is not an acceptable social cost nor is the cost of leave taken during an assignment if no additional staff replacement has been provided. Additional leave taken at the end of an assignment in accordance with the firm s leave policy is acceptable as a social cost. (iv) Cost of Leave The principles of calculating the cost of total days leave per annum as a percentage of basic salary shall normally be as follows: Leave cost as percentage of salary 1 = total days leave x 100 [365 - w - ph - v - s] 1 Where w = weekends, ph = public holidays, v = vacation, and s = sick leave. Page 139 of 200

140 It is important to note that leave can be considered a social cost only if the Client is not charged for the leave taken. (v) Overheads Overhead expenses are the firm s business costs that are not directly related to the execution of the assignment and shall not be reimbursed as separate items under the contract. Typical items are home office costs (partner s time, non-billable time, time of senior staff monitoring the project, rent, support staff, research, staff training, marketing, etc.), the cost of staff not currently employed on revenue-earning projects, taxes on business activities and business promotion costs. During negotiations, audited financial statements, certified as correct by an independent auditor and supporting the last three years overheads, shall be available for discussion, together with detailed lists of items making up the overheads and the percentage by which each relates to basic salary. The Botswana Power Corporation does not accept an add-on margin for social charges, overhead expenses, etc., for staff who are not permanent employees of the firm. In such case, the firm shall be entitled only to administrative costs and fee on the monthly payments charged for subcontracted staff. (vi) Fee or Profit The fee or profit shall be based on the sum of the salary, social costs, and overhead. If any bonuses paid on a regular basis are listed, a corresponding reduction in the profit element shall be expected. Fee or profit shall not be allowed on travel or other reimbursable expenses, unless in the latter case an unusually large amount of procurement of equipment is required. The firm shall note that payments shall be made against an agreed estimated payment schedule as described in the draft form of the contract. (vii) Away from Headquarters Allowance or Premium Some Asset Managers pay allowances to staff working away from headquarters. Such allowances are calculated as a percentage of salary and shall not draw overheads or profit. Sometimes, by law, such allowances may draw social costs. In this case, the amount of this social cost shall still be shown under social costs, with the net allowance shown separately. For concerned staff, this allowance, where paid, shall cover home education, etc.; these and similar items shall not be considered as reimbursable costs. (viii) Subsistence Allowances Subsistence allowances are not included in the rates, but are paid separately and in local currency. No additional subsistence is payable for dependents the subsistence rate shall be the same for married and single team members. Botswana Power Corporation standard rates for the particular country may be used as reference to determine subsistence allowances. 2. Reimbursable expenses 2.1 The financial negotiations shall further focus on such items as out-of-pocket expenses and other reimbursable expenses. These costs may include, but are not restricted to, cost of surveys, equipment, office rent, supplies, international and local travel, computer rental, mobilization and demobilization, insurance, and printing. These costs may be either unit rates or reimbursable on the presentation of invoices, in foreign or local currency. Page 140 of 200

141 3. Bank Guarantee 3.1 Payments to the firm, including payment of any advance based on cash flow projections covered by a bank guarantee, shall be made according to an agreed estimated schedule ensuring the firm regular payments in local and foreign currency, as long as the services proceed as planned. Sample Form Firm: Assignment: Country: Date: Representations Regarding Costs and Charges We hereby confirm that: (a) the basic salaries indicated in the attached table are taken from the firm s payroll records and reflect the current salaries of the staff members listed which have not been raised other than within the normal annual salary increase policy as applied to all the firm s staff; (b) attached are true copies of the latest salary slips of the staff members listed; (c) the away from headquarters allowances indicated below are those that the Asset Managers have agreed to pay for this assignment to the staff members listed; (d) the factors listed in the attached table for social charges and overhead are based on the firm s average cost experiences for the latest three years as represented by the firm s financial statements; and (e) said factors for overhead and social charges do not include any bonuses or other means of profit-sharing. [Name of Company] Signature of Authorised Representative Date Name: Title: Page 141 of 200

142 Representations Regarding Costs and Charges (Expressed in [insert name of currency]) Personnel Name Position Basic Salary per Working Month/Day/Year Social Charges 1 Overhead 1 Subtotal Fee 2 Away from Headquarters Allowance Proposed Fixed Rate per Working Month/Day/Hour Proposed Fixed Rate per Working Month/Day/Hour 1 Home Office Field 1. Expressed as percentage of 1 2. Expressed as percentage of 4 Page 142 of 200

143 SCHEDULE 3 - TENDERER S STRUCTURE SCHEDULE The Tenderer is required to provide a comprehensive statement of its financial capabilities and structure. Supporting material/documents can be submitted as part of the statement. The Tenderer s statement must include, and is not limited to, the following information. 1 IDENTIFICATION OF TENDERER 1.1 Full name 1.2 Trading or business name 1.3 Office address 1.4 Date Established 1.5 Main Business Address: City State Post Code. Telephone: Fax address 1.6 Other Office Address: City State Post Code. Telephone: Fax address 1.8 Contact Person: Name: Position: Address: Telephone: Facsimile: address: Page 143 of 200

144 2 STRUCTURE/PROFILE OF TENDERER 2.1 Constituent Documents Tenderers should provide copies of all relevant constituent documents including: a) If the Tenderer is a corporation and a participant in a joint venture is a corporation - certified copies of Constitution (Memorandum and Articles of Associations) and Certificate of Incorporation (including evidence of change of name); b) If Tenderer is a partnership or consortium - certified copies of constituent or governing documents binding those entities; and c) If Tenderer is a Trust or Trustee of Trust - copies of relevant Trust Deeds and appointments. Details of copies of documents provided 2.2 Corporate Details Provide details of Tenderer: Directors Chief Executive Officer (or equivalent) Shareholders Holding Company or Companies Page 144 of 200

145 SCHEDULE 4 - CONFLICT OF INTEREST SCHEDULE After due enquiry the Tenderer is not aware of any conflict or potential conflict of interest which the Tenderer has or may have in providing the Services offered in this Tender.... Authorised signatory... Date OR For the purposes of this Schedule a conflict of interest includes but is not limited to the Tenderer providing goods or services of any kind to a competitor of The Botswana Power Corporation. Particulars of conflict or potential conflict are:- Tenderer s proposed processes to protect sensitive operational or commercial data of The Botswana Power Corporation are:- SCHEDULE 5 - Technical Proposal - Standard Forms TECH-1 Technical Proposal Submission Form TECH-2 Organization and Experience A Organization B Experience Page 145 of 200

146 TECH-3 Comments or Suggestions on the Terms of Reference and on Counterpart Staff and Facilities to be provided by the Client A B On the Terms of Reference On the Counterpart Staff and Facilities TECH-4 Description of the Approach, Methodology and Work Plan for Performing the Assignment TECH-5 Team Composition and Task Assignments TECH-6 Curriculum Vitae (CV) for Proposed Professional Staff TECH-7 Staffing Schedule TECH-8 Work Schedule FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM To: [Name and address of Client] [Date] Dear Sirs: We, the undersigned, offer to carry out [Insert title of assignment] in accordance with your Request for Proposal dated [Insert Date] and our Proposal. We are hereby submitting our Proposal, which includes this Technical Proposal, and a Financial Proposal. We are submitting our Proposal in association with: [Insert a list with full name and address of each associated Member] 1 We hereby declare that all the information and statements made in this Proposal are true and accept that any misinterpretation contained in it may lead to our disqualification. Our Proposal is binding upon us and subject to the modifications resulting from Contract negotiations. We undertake, if our Proposal is accepted, to initiate the consulting services related to the assignment not later than XXX We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Firm: Address: 1 [Delete in case no association is foreseen.] Page 146 of 200

147 FORM TECH-2 ORGANIZATION AND EXPERIENCE A - Organization [Provide here a brief (two pages) description of the background and organisation of your firm/entity and each associate for this assignment.] B - Experience [Using the format below, provide information on each assignment for which your firm, and each associate for this assignment, was legally contracted either individually as a corporate entity or as one of the major companies within an association, for carrying out consulting services similar to the ones requested under this assignment.] Assignment name: Approx. value of the contract (in current US$ or Euro): Country: Location within country: Duration of assignment (months): Name of Client: Total N o of staff-months of the assignment: Address: Approx. value of the services provided by your firm under the contract (in current US$ or Euro): Start date (month/year): Completion date (month/year): N o of professional staff-months provided by associated Asset Managers: Name of associated Asset Managers, if any: Name of senior professional staff of your firm involved and functions performed (indicate most significant profiles such as Project Director/Coordinator, Team Leader): Narrative description of Project: Description of actual services provided by your staff within the assignment: Page 147 of 200

148 Firm s Name: FORM TECH-3 COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE AND ON COUNTERPART STAFF AND FACILITIES TO BE PROVIDED BY THE BOTSWANA POWER CORPORATION A - On the Terms of Reference [Present and justify here any modifications or improvement to the Terms of Reference you are proposing to improve performance in carrying out the assignment (such as deleting some activity you consider unnecessary, or adding another, or proposing a different phasing of the activities). Such suggestions should be concise and to the point, and incorporated in your Proposal.] B - On Counterpart Staff and Facilities [Comment here on counterpart staff and facilities to be provided by the Botswana Power Corporation.] Page 148 of 200

149 FORM TECH-4 DESCRIPTION OF APPROACH, METHODOLOGY AND WORK PLAN FOR PERFORMING THE ASSIGNMENT [Technical approach, methodology and work plan are key components of the Technical Proposal. You are suggested to present your Technical Proposal (inclusive of charts and diagrams) divided into the following three chapters: a) Technical Approach and Methodology, b) Work Plan, and c) Organisation and Staffing, a) Technical Approach and Methodology. In this chapter you should explain your understanding of the objectives of the assignment, approach to the services, methodology for carrying out the activities and obtaining the expected output, and the degree of detail of such output. You should highlight the problems being addressed and their importance, and explain the technical approach you would adopt to address them. You should also explain the methodologies you propose to adopt and highlight the compatibility of those methodologies with the proposed approach. b) Work Plan. In this chapter you should propose the main activities of the assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the Client), and delivery dates of the reports. The proposed work plan should be consistent with the technical approach and methodology, showing understanding of the TOR and ability to translate them into a feasible working plan. A list of the final documents, including reports, drawings, and tables to be delivered as final output, should be included here. The work plan should be consistent with the Work Schedule of Form TECH-8. c) Organization and Staffing. In this chapter you should propose the structure and composition of your team. You should list the main disciplines of the assignment, the key expert responsible, and proposed technical and support staff.] Page 149 of 200

150 FORM TECH-5 TEAM COMPOSITION AND TASK ASSIGNMENTS Professional Staff Name of Staff Firm Area of Expertise Position Assigned Task Assigned

151 FORM TECH-6 CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF 1. Proposed Position [only one candidate shall be nominated for each position]: 2. Name of Firm [Insert name of firm proposing the staff]: 3. Name of Staff [Insert full name]: 4. Date of Birth: Nationality: 5. Education [Indicate college/university and other specialized education of staff member, giving names of institutions, degrees obtained, and dates of obtainment]: 6. Membership of Professional Associations: 7. Other Training [Indicate significant training since degrees under 5 - Education were obtained]: 8. Countries of Work Experience: [List countries where staff has worked in the last ten years]: Page 151 of 200

152 9. Languages [For each language indicate proficiency: good, fair, or poor in speaking, reading, and writing]: 10. Employment Record [Starting with present position, list in reverse order every employment held by staff member since graduation, giving for each employment (see format here below): dates of employment, name of employing organization, positions held.]: From [Year]: To [Year]: Employer: Positions held: 11.Detailed Tasks Assigned 12. Work Undertaken that Best Illustrates Capability to Handle the Tasks Assigned [Among the assignments in which the staff has been involved, indicate the following information for those assignments that best illustrate staff capability to handle the tasks listed under point 11.] [List all tasks to be performed under this assignment] Name of assignment or project: Year: Location: Client: Main project features: Positions held: Activities performed: Page 152 of 200

153 12. Certification: I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes myself, my qualifications, and my experience. I understand that any wilful misstatement described herein may lead to my disqualification or dismissal, if engaged. [Signature of staff member or authorised representative of the staff] Full name of authorised representative: Date: Day/Month/Year Page 153 of 200

154 FORM TECH-7 STAFFING SCHEDULE 1 N Name of Staff Foreign 1 Staff input (in the form of a bar chart) 2 Total staff-month input n Home Field 3 Total [Home] [Field] 2 n Local 1 [Home] [Field] Subtotal 2 n Subtotal Total 1 For Professional Staff the input should be indicated individually; for Support Staff it should be indicated by category (e.g.: draftsmen, clerical staff, etc.). 2 Months are counted from the start of the assignment. For each staff indicate separately staff input for home and field work. 3 Field work means work carried out at a place other than the Asset Manager's home office. Full time input Part time input Page 154 of 200

155 FORM TECH-8 WORK SCHEDULE N Activity 1 Months n N 1 Indicate all main activities of the assignment, including delivery of reports (e.g.: inception, interim, and final reports), and other benchmarks such as Client approvals. For phased assignments indicate activities, delivery of reports, and benchmarks separately for each phase. 2 Duration of activities shall be indicated in the form of a bar chart. Page 155 of 200

156 SCHEDULE 6 - COMPLIANCE STATEMENT SCHEDULE 1 CONTRACT COMPLIANCE The Tenderer confirms that in all respects it intends to be bound to the Conditions of Contract and the Conditions of Tendering. Yes/No If NO what are proposed variations/departures*: *Attach clearly referenced annexure if insufficient space. 2 STATEMENT OF TENDER COMPLIANCE The Tenderer confirms it has complied with the Request for Proposal and Instructions to Tenderers and Conditions of Tendering in completing the relevant Schedule and confirms that it will be bound by and will comply with all matters set out in each of the following: Schedule 1 Tender Form Yes/No. Reason if not complying*: Schedule 2 Schedule of Tariffs and Charges Yes/No. Reason if not complying*: Schedule 3 Tenders Structure Schedule Yes/No. Reason if not complying*: Schedule 4 Conflict of Interest Schedule Yes/No.

157 Reason if not complying*: Schedule 5 Tenderer's Technical Proposal Schedule Yes/No. Reason if not complying*: Schedule 6 Compliance Statement Schedule Yes/No. Reason if not complying*:

158 ANNEXURE G APPOINTMENT OF TENDER EVALUATION COMMITTEE TEMPLATE TO: See below Tel: (+267) Fax: (+267) Motlakase House, Macheng Way, Industrial Site, Gaborone P.O. Box 48 Gaborone, Botswana Our ref: 1010/15 ref: Date: SUBJECT: APPOINTMENT AS MEMBER OF THE TENDER EVALUATION COMMITTEE- TENDER /15 FOR THE PROVISION OF CONSULTANCY SERVICES FOR THE PROJECT This serves to inform you that you have been appointed Chairman and Members of the Tender Evaluation Committee that has been mandated to evaluate the following tender. This appointment is made in line with the requirements of Paragraph (ii) of the Tender Regulations. i) Tender No. /15 for the Provision of Consultancy Services for the..project. By copy hereof the Chairman of this Committee is requested to ensure that an invitation is extended to you to attend meetings, as well as to guide you on the mandate of this Committee. Your role as a Member of this Committee shall be as follows: i) Attendance of meetings of the Committee. ii) Commitment to the Committee at all times acting in the best interest of the Corporation. iii) Ensuring that the Tender is evaluated in a fair and transparent manner thus enabling the Corporation to obtain value for money. iv) Ownership of the tender evaluation decisions of the Committee. v) Exercising utmost good faith, honesty and integrity and acting independent of outside fetter or instruction. vi) Where necessary, expressing disagreement in a civil, courteous and constructive manner with other Members of the Committee. vii) Ensuring confidentiality of tender evaluation documentation and deliberations. ix) Submission of a comprehensive evaluation recommendations in line with the Governance structures, within the timeframes stipulated in the Tender Regulations implementation procedures g) Head of Business Unit To: Mr/s. - Chairman Mr/s.. Secretary Mr/s -Member

159 ANNEXURE H EPTC SUBMISSION TEMPLATE (PROCUREMENT OF SERVICES) BOTSWANA POWER CORPORATION EXCO PROCUREMENT AND TENDER COMMITTEE TENDER No.../15 PROVISON OF CONSULTANCY SERVICES FOR PROCUREMENT OF MATERIALS 1. SCOPE OF TENDER PART 1 TECHNICAL EVALUATION This paper seeks approval for the approval of the Technical Evaluation component of the Tender for Provision of Consultancy Services for the implementation of the Procurement of Materials. The consultancy services to be provided entail the following: i) Assisting in the development of the Request for Proposal (RfP) for the pre-qualification of suppliers as well as the evaluation of the responses to the tender invitation. ii) Offering technical advice to pre-qualified suppliers on the appropriate materials procurement methods to be applied during the pre-qualification period. iii) Drafting of the Service Level Agreements that will determine the performance of the BPC, prequalified suppliers and contractors during the respective pre-qualification periods. iv) Monitoring and evaluation of the efficiency of implementation of Distribution Works post decentralisation. 2. VALUE OF TENDER The value of the tender will be advised after approval of the Technical Evaluation by the Executive Procurement and Tender Committee and conclusion of the second stage (financial) of the evaluation. 3. BUDGETARY PROVISION Funds are available in the 2015/16 Financial Year budget under Cost Code E Consulting Fees

160 4. METHOD OF TENDER This was an Open/Selective/Single Source (as applicable) Tender and bids were opened on the 17 th July TENDER VALIDITY Tenders are valid for 60 days from the tender opening date until the 16th September BRIEF BACKGROUND In an effort to facilitate the development of local entrepreneurship particularly in the electricity infrastructure construction sector, Botswana Power Corporation (BPC) has been responsible for the procurement of materials that are requisite to the efficient implementation of distribution works projects countrywide. This involves bulk procurement of materials which are thereafter sold on credit to contractors who would have been pre-qualified (by BPC) to undertake such works. As part of the financial turnaround strategy, in 2012 Management resolved on outsourcing non-core activities, which included the procurement and warehousing of Distribution Works (DW) materials to the private sector. Management s initiatives have since been complimented by a study by the World Bank group titled Doing business in Botswana roadmap with a detailed and comprehensive implementation plan which revealed that Botswana was performing unfavorably at the global level and was slightly better at regional level in the getting electricity indicator, and that the country could benefit significantly if it improved the process of getting electricity. The medium to long term recommendations of this study indicated that the biggest room for improvement existed in the reduction of the number of days needed for the connection to the electricity grid. The study therefore recommended that as a matter of priority, the BPC should decentralize the management of the getting electricity process by allowing companies to procure and manage the stock of the materials needed for the connection works. This would in turn reduce the waiting time significantly and would have a positive impact on the price level, due to the increased competition and higher efficiency in the procurement process. The study also concluded that the risks of substandard work performance and materials used in the connection works could be addressed by the pre-qualification of suppliers as well as by the clear definition of the standards of the materials to be used. Management s review of the study recommendations concluded that Decentralization of the process by allowing companies to procure and manage the stock of the materials needed for connection works would not only be aligned to the Corporate financial turnaround strategy but would also provide an opportunity for improvement In order to effectively manage the project, as well as to minimise the risks associated with project implementation, management has decided to engage the services of a consultant to support the implementation of the outsourcing project.

161 7. TENDERS RECEIVED NAME DESIGNATION POSITION BUSINESS UNIT This was a dual envelope tender and Technical Proposals were received from the following: Table 1: List of Companies that submitted Technical Proposals Company Country Cesar Botswana Raphuti Consulting Botswana Naledi Consulting Botswana Bodiba Botswana Gilck Consult Botswana Dinokwe Botswana 8. TENDER EVALUATION 8.1 Evaluation Panel A committee comprising the following evaluated the tender: Table 2-Tender evaluation committee members The tender was evaluated on the basis of the criteria that was stipulated in the Request for Proposal (RfP) document. 9. EVALUATION DETAILS Stage 1: Technical Evaluation Table 3-Scores awarded to bidders against the set evaluation criteria Criteria Technical and professional ability of Firm-Previous record on similar assignments: a) Previous Experience in similar assignments (include references) (10) Achievable Score Naledi Bodiba Cesar Dinokwe Raphuti Gilck

162 b) Overall depth of experience in terms of years of service and competency of the key Professional Team assigned to BPC (10) Execution of requirements as set out in the RfP: a) Methodology to be adopted in executing the mandate during the period i.e. project management, systems assurance, integrated support and quality assurance (30) b) Project Execution and Evaluation (20) Quality Control and Contract Management Total Score Total Weighted Score 62% 78% 74% Salient Point The Request for Proposal (RfP) document had indicated that bidders who achieved a minimum weighted score of 70% would proceed to the financial evaluation stage. Naledi, Raphuti and Gilck achieved scores that were below the set minimum threshold and therefore did not proceed to the next stage of the tender evaluation. Salient Points Table 4-Strengths and Weakness of the Bidders Company Strengths Weaknesses Cesar The Company has been engaged by BPC as one of the prequalified consultants, and therefore have good understanding of the Distribution Works Projects. Its staff has requisite post qualification experience with an understanding of the BPC requirements Do not have the total experience of the key Distribution Works processes such as derivation of rates (or linkages between input/output costs) The company submitted a detailed proposal on the methodology they would apply in the execution of the project Raphuti The company was established in 2013, and has a part time owner who is employed by one of the bidders Gilck. The company does not have requisite experience on Distribution Works projects The company did not provide a detailed and relevant proposal on the methodology that they would apply in the execution of the project as well as the management of the contract;

163 Naledi Bodiba Gilck Dinokwe The Company has been engaged by BPC as one of the prequalified consultants, and therefore have extensive understanding of the Distribution Works Projects. Its staff has requisite post qualification experience with an understanding of the BPC requirements The Company has been engaged by BPC as one of the prequalified consultants, and therefore have extensive understanding of the Distribution Works Projects. Its staff has requisite post qualification experience with an understanding of the BPC requirements The company submitted a detailed proposal on the methodology (including a Gantt Chart) they would apply in the execution of the project In addition Scales Associates have proposed to subcontract a second company being Amacebo Project Controls (Pty) Ltd who will provide specialist services to the project including running the proposed data gathering workshops and to advise on appropriate monitoring and evaluation systems. The Company has been engaged by BPC as one of the prequalified consultants, and therefore have reasonable understanding of the Distribution Works Projects. Its staff has requisite post qualification experience with an understanding of the BPC requirements The Company has been engaged by BPC as one of the prequalified consultants, and therefore have good understanding of the Distribution Works Projects. Its staff has requisite post qualification experience with an understanding of the BPC requirements they think the consultant is the one to run the BPC stores As a company they do not have the relevant experience at all The company did not provide a detailed proposal on the methodology that they would apply in the execution of the project as well as the management of the contract. The company did not provide details of their sub-contractor KE Shared Services The company has submitted proposals that are an alternative to the one stipulated on the RfP. They propose the transfer of BPC procurement processes to the private sector, sale of BPC warehouses etc Do not have the total experience of the key Distribution Works processes such as derivation of rates (or linkages between input/output costs) The company did not provide a detailed proposal on the methodology that they would apply in the execution of the project as well as the management of the contract. Do not have the total experience of the key Distribution Works processes such as derivation of rates (or linkages between input/output costs)

164 Stage 1: General Compliance Table 5-Compliance to tender requirements COMPANY Submission of Valid Tax Clearance Certificate Submission of Trading Licence Submission of Shareholders Certificate Cesar Yes Yes Yes Raphuti Yes Yes Yes Naledi Yes Yes Yes Bodiba Yes Yes Yes Gilck Yes Yes Yes Dinokwe Yes Yes Yes 10. CONCLUSION Three tenderers Bodiba, Cesar and Dinokwe provided technically compliant bids and were assessed to be competent to provide the required services and to be considered for the next stage of the evaluation. 11. RECOMMENDATIONS It is recommended that, the Executive Procurement and Tender Committee approve the technical evaluation and to facilitate the opening of the Financial Proposals of the following bidders: i) Bodiba ii) Cesar iii) Dinokwe PART 2- To be completed after opening and evaluation of financial proposals 12. EPTC APPROVAL OF THE TECHNICAL EVALUATION On the 14 th September 2015 the three tenderers Bodiba, Cesar and Dinokwe were approved by the Executive Procurement and Tender Committee to proceed to the Financial Evaluation Stage. 13. FINANCIAL EVALUATION Financial Proposals of the three bidders were received as detailed at Table 5 below: Table 6: Financial Proposals Total Cesar 2, 949, Bodiba 2, 256, Dinokwe 2, 037, The following formula was used to determine the financial scores: Sf = 100 x Fm / F where Sf is the financial score Fm is the lowest price F is the price of the proposal under consideration Table 7: Financial Score

165 Company Financial Score Application Methodology Financial Score Dinokwe 20 2, 037, Bodiba 20 2, 256, Cesar 20 2, 949, Table 8: Combined Technical and Financial Evaluation Scores Company Technical Score Financial Score Total Ranking A B C (B+C) Bodiba Dinokwe Cesar

166 14. CONCLUSION Bodiba submitted a technically acceptable bid and their combined technical and financial scores were above those of the other bidders. 15. RECOMMENDATIONS It is recommended that, the Executive Procurement and Tender Committee approve as follows: i. The award of the tender for Provision of Consultancy Services for the implementation Consultancy Services for the implementation of the Procurement of Materials to Bodiba at their tendered amount of P2, 256, ii. Provision for 12% P 270, Total amount for which approval is sought is therefore P2, 527, APPROVED NAME SIGNATURE DATE Director Transmission Chief Financial Officer Director, Corporate Services (A) Director Customer Services and Supply 166

167 COMPANY PROFILES a. Bodiba i) Physical Address: ii) Postal Address: P.O. Box iii) Contact Details: Tel : Fax : +267 iv) Share Holding: Management Structure Joyce Bodiba Bashi Bodiba Majority Shareholder (99%) Botswana Citizen Minority Shareholder (1%) Botswana Citizen b. Cesar i) Physical Address: ii) Postal Address: P.O. Box iii) Contact Details: Tel : Fax : +267 iv) Share Holding: Management Structure Bokamoso Sepatela Bolekane Moiteela 136, 000 shares 10, 000 shares c. Dinokwe i) Physical Address: Plot ii) Postal Address: P.O. Box iii) Contact Details: Tel : Fax : +267 iv) Share Holding: Management Structure Matshidiso Motloutse 95% Makomoto Fooley 5% i. 167

168 ANNEXURE I FINANCIAL EVALUATION WITH APPLICATION OF CITIZEN ECONOMIC EMPOWERMENT (CEE) PREFERENCES Adjusted Prices for Adjudication The three lowest tenders were considered for adjudication in the table below Corrected Tendered Amount Excluding VAT Adjustment for CEE Adjusted Price for Adjudication TNT 44,216, , ,168, TSB 37,429, , ,829, KSB 43,025, , ,977, Salient Points on Adjusted Prices TNT The company is a minority citizen owned association and in terms of the Government Citizen Economic Empowerment Policy (CEE Policy) is entitled to 3% of the total price tendered as a preference with a cap of P48, (refer to Section 2.1 in the Annexure to the Government Paper No. 1 of 2012). TSB The company is non-citizen owned and in terms of the Government Citizen Economic Empowerment Policy (CEE Policy) is entitled to a price preference for work sub-contracted to 100% citizen owned companies in accordance with Section 3 in the Annexure to the Government Paper No. 1 of TSB has stated in their tender that GSP (Pty) Ltd which is a 100% citizen owned company will be sub-contracted to do all the civil works for the project. The value of the civil works is P7, 423, which is equivalent to 19.8% of the total price. Section 3 in the C.E.E Policy paper shows that this would mean a price preference of 4% of the total price tendered with a cap of P600, (for civil works). KSB The company is 100% citizen owned and in terms of the Government Citizen Economic Empowerment Policy (CEE Policy) is entitled to 5% of the total price tendered as a preference with a cap of P48, (refer to Section 2.1 in the Annexure to the Government Paper No 1 of 2012). This amount has been calculated and the adjustment is shown in the table above. 168

169 ANNEXURE J EPTC SUBMISSION TEMPLATE (Procurement of Goods, Tools, Spares) BOTSWANA POWER CORPORATION EXECUTIVE PROCUREMENT AND TENDER COMMITTEE TENDER NO: 9581/14 SUPPLY AND DELIVERY OF CREOSOTE TREATED WOODEN POLES & CROSS-ARMS FOR FRANCISTOWN AND GABORONE WAREHOUSES SCOPE This tender is for the supply and delivery of the following items to Francistown and Gaborone Warehouse, with delivery scheduled to commence in June ITEM DESCRIPTION QTY REQ. F/TOWN QTY REQ. GABORONE 7m Creosote Treated Poles 80-13m Creosote Treated Poles Cross-arm Wood Inter 2.5m Cross-arm Wood Strain 2.5m VALUE OF TENDER Value of this tender: P Provision for ROE 3% P VAT 12%: P Total Amount for Approval: P BACKGROUND This item forms part of the stock range and the quantity being purchased is required for maintenance and Distribution Small Works projects and 9 Villages Projects and is equivalent to six months stock cover. 169

170 METHOD OF TENDER This was an Open Tender which closed on the 12th March 2015 TENDER VALIDITY.Tenders are valid for 60 days up to. 13 th May TENDERS RECEIVED The table below shows the tendered amounts as at tender opening. Table: Tenders Received 1 Supplier Country Tendered Amount Fixed Brown Timbers South Africa R Timber Industries South Africa R Mapping Botswana P Build Erect Botswana P Mooiplek South Africa R BSM Botswana P Carp Botswana P MBT Botswana P PCN Botswana P Openyard Botswana P Laduma Botswana P BMF Botswana P Masakhe South Africa R Man Botswana P Jammie Botswana P

171 EVALUATION OF TENDERS A committee comprising of the following evaluated the tender: NAME DESIGNATION POSITION BUSINESS UNIT The following factors, as reflected on the ITT, were the criteria upon which the assessment of tenders was based: Stage 1: Compliance to General Tender Requirements Stage 1:1 Statutory Compliance check Stage 2: Conformance to specification Stage 3: Price - competitiveness of the tendered price and Delivery 171

172 STAGE 3-COMPLIANCE TO GENERAL REQUIREMENTS OF THE TENDER SUPPLIER Brown Timbers Timber Industries Tax Clearance or Tax Exemption Cert Submission of Trade License Local & Foreign Co. Submission of Share Certificates Proof of accreditation to a body that approves goods procured under tender Proof of Purchase of tender Comments No Yes Yes Yes Yes Disqualified bidder did not submit Tax Exemption Certificate Yes Yes Yes Yes Yes Proceed to the next evaluation stage Mapping Yes Yes Yes No Yes Disqualified bidder does not have accreditation from Certification Bodies. Build Erect Yes Yes Yes Yes Yes Proceed to the next evaluation stage Mooiplek Yes Yes Yes Yes Yes Proceed to the next evaluation stage BSM Yes Yes Yes Yes Yes Proceed to the next evaluation stage Carp Yes Yes Yes Yes Yes Proceed to the next evaluation stage MBT Yes Yes Yes No Yes Disqualified bidder does not have accreditation from Certification Bodies. PCN Yes Yes Yes Yes Yes Proceed to the next evaluation stage Openyard Yes Yes Yes Yes Yes Proceed to the next evaluation stage Laduma Yes Yes Yes Yes Yes Proceed to the next evaluation stage BMF Yes Yes Yes Yes Yes Proceed to the next evaluation stage Masakhe Yes Yes Yes Yes Yes Proceed to the next evaluation stage Man Yes Yes Yes Yes Yes Proceed to the next evaluation stage Jammie Yes Yes Yes Yes Yes Proceed to the next evaluation stage Tender No. 9581/14 Supply and Delivery of Creosote Treated Poles & Cross-arms Originator: Corporate Finance -Supply Chain Department Date

173 SUPPLIER Submission of Type Test Certificate Certification by certification Body Alignment of tenderers with delivery with request Conformance Comments Timber Industries Yes Yes Yes Yes Proceed to the next evaluation stage Build Erect No Yes Yes No Disqualified did not submit type test certificate SA754. Mooiplek Yes Yes Yes Yes Proceed to the next evaluation stage BSM Yes Yes Yes Yes Proceed to the next evaluation stage Carp Yes Yes Yes Yes Proceed to the next evaluation stage PCN Yes Yes Yes Yes Proceed to the next evaluation stage Openyard Yes Yes Yes Yes Proceed to the next evaluation stage Laduma No Yes Yes No Disqualified did not submit type test certificate SA754. BMF No Yes Yes No Disqualified did not submit type test certificate SA754. Masakhe Yes Yes Yes Yes Proceed to the next evaluation stage Man Yes Yes Yes Yes Proceed to the next evaluation stage Jammie Yes Yes Yes Yes Proceed to the next evaluation stage Tender No. 9581/14 Supply and Delivery of Creosote Treated Poles & Cross-arms Originator: Corporate Finance -Supply Chain Department Date

174 Table 3.2: m Creosote Treated Poles QTY REQ 80 (Gaborone) SUPPLIER TOTAL TENDERED AMOUNT SOURCE RANKING Masakhe Manufacturer 1 BSM Low Creek Timbers 2 Timber Industries Manufacturer 3 Man Vuka Treated Poles 4 Openyard Brits Pale 5 PCN Brits Pale 6 Carp Vuka Treated Poles 7 Tender No. 9581/14 Supply and Delivery of Creosote Treated Poles & Cross-arms Originator: Corporate Finance -Supply Chain Department Date

175 m Creosote Treated Poles QTY REQ 80 (Gaborone) SUPPLIER TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT SOURCE RANKING GABORONE FRANCISTOWN Masakhe Manufacturer 1 Timber Industries Manufacturer 2 BSM Low Creek Timbers 3 Openyard Brits Pale 4 Man Brits Pale 5 Carp Tshifire Timbers 6 PCN Vuka Treated Poles 7 Tender No. 9581/14 Supply and Delivery of Creosote Treated Poles & Cross-arms Originator: Corporate Finance -Supply Chain Department Date

176 m Intermediate X Arm QTY REQ 1000 (Gaborone) SUPPLIER TOTAL TENDERED AMOUNT SOURCE RANKING Masakhe Manufacturer 1 BSM Low Creek Timbers 3 Timber Industries Vuka Treated Poles 4 Openyard Tshifire Timbers 5 Man Brits Pale 6 De Carp Pty Ltd Tshifire Timbers 7 PC Net Brits Pale 8 2: m Strain X Arm QTY REQ 1000 (Gaborone) SUPPLIER TOTAL TENDERED AMOUNT SOURCE RANKING BSM Manufacturer 1 Masakhe Low Creek Timbers 2 Timber Industries Vuka Treated Poles 3 Man Brits Pale 4 Carp Tshifire Timbers 5 Openyard Tshifire Timbers 6 PCN Brits Pale 7

177 CONCLUSION Masakhe, a South African based manufacturer of this product, submitted the lowest priced and technically acceptable bid for the supply and delivery of 7m Creosote Treated Poles, 13m Creosote Treated Poles and 2.5m Intermediate Cross- arm. BSM, a locally based company, submitted the lowest priced and technically acceptable bid for the supply and delivery of 2.5m Strain Cross- arm. RECOMMENDATION It is recommended that the EXECUTIVE Procurement and Tender Committee approve as follows: i) The award of the tender for the Supply and Delivery of 80 x 7m Creosote Treated Poles, 80 x 13m Creosote Treated Poles and 1000 x 2.5m Intermediate Cross- arm. to Francistown and Gaborone warehouse to Masakhe at their variable price of P ii) The award of the tender for the Supply and Delivery of 1000 x 2.5m Strain Cross- arm to Gaborone warehouse to BSM at their variable price of P iii) Provision for ROE 3% P iv) VAT 12%: P v) Total Amount for which approval is sought is: P vi) APPROVED NAME SIGNATURE DATE Director Transmission Chief Financial Officer Director, Corporate Services (A) Director Customer Services and Supply

178 COMPANY PROFILE Masakhe Physical Address: Postal Address : Contact: Tel: Fax: Year of Incorporation: Share Holding: Details of company owners: Core Business: Manufacturer COMPANY PROFILE 1. BSM Physical Address: Postal Address: Contact: Tel: Fax: Year of Incorporation: Share Holding: Details of company owners: Core Business: Distributor

179 ANNEXURE K PURCHASE ORDER RELEASE DELEGATED AUTHORITY TEMPLATE Mr/Mrs.... Gaborone Our ref: Your ref: Date: Dear Sir/Madam (as applicable), SUBJECT: DELEGATION OF AUTHORITY TO RELEASE PURCHASE ORDERS-YOURSELF The Supply Chain Manager/Power Station Manager (as applicable) will not be available from the.2015 to the You are therefore delegated the authority to release Purchase Orders up to the level of the Supply Chain Manager s/power Station Manager s delegated financial threshold from the.2015 to the This delegated authority has been made in line with the requirements of Regulations. Paragraph 60(6) of the Tender Yours Sincerely Chief Financial Officer/Director Generation (as applicable) cc: General Manager Internal Audit Supply Chain Manager/Power Station Manager (as applicable)

180 ANNEXURE L CITIZEN ECONOMIC EMPOWERMENT PREFERENCE MARGINS A. Building Construction Consultancy Services (Designers) Projects up to P75 million Reserved for 100% citizen owned consultancies Projects more than P75 million Price preference of up to maximum P240, (Used in conjunction with % price preference at Table 3.1) B. Civil Works Consultancy Services Projects up to P48.0 million Reserved for 100% citizen owned consultancies Projects more than P48.0 million Price preference of up to maximum P240, (Used in conjunction with % price preference at Table 3.1) C. Electrical and Mechanical Consultancy Services Projects up to P4.8 million Reserved for 100% citizen owned consultancies Projects more than P4.8 million Price preference of up to maximum P96, (Used in conjunction with % price preference at Table 3.1) D. Water Engineering Services Projects up to P24 million Reserved for 100% citizen owned consultancies Projects more than P24 million Price preference of up to maximum P480, (Used in conjunction with % price preference at Table 3.1) E. Water Exploration Services Projects up to P1.2 million Reserved for 100% citizen owned consultancies Projects more than P1.2 million Price preference of up to maximum P120, (Used in conjunction with % price preference at Table 3.1) F. Information Technology Suppliers of Consultancy Services Projects up to P3 million Reserved for 100% citizen owned consultancies Projects more than P3 million Price preference of up to maximum P72, (Used in conjunction with % price preference at Table 3.1)

181 G. Information Technology Suppliers of Hardware/Software Projects up to P3 million Reserved for 100% citizen owned consultancies Projects more than P3 million Price preference of up to maximum P72, (Used in conjunction with % price preference at Table 3.1) H. Accountancy Related Services Projects up to P1.2 million Reserved for 100% citizen owned consultancies Projects more than P1.2 million Price preference of up to maximum P120, (Used in conjunction with % price preference at Table 3.1) I. Other Consultants (Economic, Marketing etc.) Projects up to P720, 000 Reserved for 100% citizen owned consultancies Projects more than P720, 000 Price preference of up to maximum P72, (Used in conjunction with % price preference at Table 3.1) Table 3. Price Preference Schemes for Citizen Consultancy Companies A. % points to be awarded to Citizen Consultancy Companies Company Structure Preference Method (% points awarded) 100% citizen owned JV s % citizen owned associations/consortia % citizen owned companies 3 9 Majority citizen owned JV s 4 7 Majority citizen owned associations/consortia 5 6 Majority citizen owned companies 6 5 Minority citizen owned JV s 7 4 Minority citizen owned associations/consortia 8 4 Majority citizen owned companies % citizen owned associations/consortia refers to individual companies which come together in the form of an association in order to do a particular project/projects, and the shareholding of these companies is 100% owned by citizens % citizen owned companies refers to companies whose shareholding is 100% owned by citizens. 4 Majority citizen owned JV s refers to joint ventures which are formed by individual companies whose shareholding is 51% or more are owned by citizens, or where out of a total aggregated shareholding of all these companies, 51% or more are owned by citizens. This includes joint

182 venture companies as well as joint ventures that are specifically formed to do a particular project/projects and are not permanent 5 Majority citizen owned associations/consortia refers companies which come together in the form of an association/consortium in order to do a particular project/projects, and the shareholding of these individual companies are 51% or more owned by citizens, or where out of the total shareholding of all these companies, 51% or more is owned by citizens 6 Majority citizen owned companies refers to companies whose shareholding is 51% or more owned by citizens 7 Minority citizen owned JV s refers to joint ventures which are formed by individual companies whose shareholding ranges from 25% to 50% or where out of the total aggregated shareholding of these individual companies the citizen owned shareholding ranges from 25% to 50%. This includes joint venture companies as well joint ventures that are specifically formed to do particular project/projects and are not permanent. 8 Minority citizen owned associations/consortia refers to companies which come together in the form of an association/consortium in order to do a particular project/projects, and the citizen owned shareholding of these individual companies ranges from 25% to 50%, or where out of the total aggregated shareholding of these companies the citizen owned shareholding ranges from 25% to 50%. 9 Minority citizen owned companies refers to companies whose shareholding by citizens ranges from 25% to 50% Table 4: Reservation and Price Preference Scheme for Citizen Construction Companies (Contractors) A. Building Construction Works Projects up to P7.2 million (OC, A and B) reserved for Batswana only Reserved 30% of projects is reserved for 100% citizen owned companies Projects more than P7.2 million Price preference of up to maximum P720, B. Electrical and Mechanical Works Projects up to P960, 000 (OC, A and B) Reserved 30% of projects is reserved for 100% citizen owned companies Projects more than P960, (C, D and E) Price preference of up to maximum P48, C. Civil Engineering Works (Roads, Bridges, Dams etc. Projects up to P20 million (OC, Reserved A and B) 30% of projects is reserved for 100% citizen owned companies at Grades D & E Projects more than P20 million Price preference of up to maximum P960,

183 D. Water Engineering and Drilling Projects up to P800, 000 (OC, A Reserved and B) 30% of projects is reserved for 100% citizen owned companies contractors Grades D and E Projects more than P800, (D & E) Price preference of up to maximum P150, E. Roads and Ancillary Works Fully reserved for 100% citizen owned contractors (Grade A to E) F. Fencing Building Fully reserved for 100% citizen owned contractors (Grade OC to E) Table 5. Citizen Preference for Construction Companies Company Structure Preference Method (% points awarded) 100% citizen owned JV s % citizen owned associations/consortia % citizen owned companies 12 5 Majority citizen owned JV s 13 4 Majority citizen owned associations/consortia 14 4 Majority citizen owned companies Minority citizen owned JV s 16 3 Minority citizen owned associations/consortia 17 3 Majority citizen owned companies % citizen owned JV s refers to joint ventures which are formed by individual companies whose shareholding is 100% owned by citizens. This includes joint venture companies as well as joint ventures that are formed specifically to do a particular project/projects % citizen owned associations/consortia refers to individual companies which come together in the form of an association in order to do a particular project/projects, and the shareholding of these companies is 100% owned by citizens % citizen owned companies refers to companies whose shareholding is 100% owned by citizens. 13 Majority citizen owned JV s refers to joint ventures which are formed by individual companies whose shareholding is 51% or more are owned by citizens, or where out of a total aggregated shareholding of all these companies, 51% or more are owned by citizens. This

184 includes joint venture companies as well as joint ventures that are specifically formed to do a particular project/projects and are not permanent 14 Majority citizen owned associations/consortia refers companies which come together in the form of an association/consortium in order to do a particular project/projects, and the shareholding of these individual companies are 51% or more owned by citizens, or where out of the total shareholding of all these companies, 51% or more is owned by citizens 15 Majority citizen owned companies refers to companies whose shareholding is 51% or more owned by citizens 16 Minority citizen owned JV s refers to joint ventures which are formed by individual companies whose shareholding ranges from 25% to 50% or where out of the total aggregated shareholding of these individual companies the citizen owned shareholding ranges from 25% to 50%. This includes joint venture companies as well joint ventures that are specifically formed to do particular project/projects and are not permanent. 17 Minority citizen owned associations/consortia refers to companies which come together in the form of an association/consortium in order to do a particular project/projects, and the citizen owned shareholding of these individual companies ranges from 25% to 50%, or where out of the total aggregated shareholding of these companies the citizen owned shareholding ranges from 25% to 50%. 18 Minority citizen owned companies refers to companies whose shareholding by citizens ranges from 25% to 50% Table 6: Price Preference for Non-Citizen Owned Construction and ICT Companies Incentives to sub-contract Batswana (New Initiative) Percentage of work sub-contracted to 100% citizen owned contractors by the non-citizen contractor (in terms of project cost) Percentage price preference to be awarded (% of the bid price) 24-30% 6% 16-22% 4% 10-15% 2% 5-9% 1% Notes 1. Maximum to be sub-contracted is 30% of the total cost of the project (project cannot be wholly sub-contracted). 2. The above price preferences are up to a maximum as follows: a) Building Works P720, b) Electrical and Mechanical Works P 48, c) Civil Engineering Works P600, d) Water Engineering & Drilling Works P 90, d) Information Technology P 72, It must be ascertained that indeed the work has been sub-contracted to the 100% citizen owned contractor in order to award these price preferences

185 ANNEXURE M TENDER AWARD LETTER TEMPLATE The Managing Director. (Pty) Ltd PO Box Gaborone Tel: (+267) Fax: (+267) Motlakase House, Macheng Way, Industrial Site, Gaborone P.O. Box 48 Gaborone, Botswana Our ref: 1056/15 Your ref: Date: 14 th August 2015 Dear Sirs, SUBJECT-RE: AWARD OF TENDER./15 FOR (Insert Title of Project of Tender) 1. Your response to the above mentioned tender refers. 2. This serves to inform you that the BPC Executive Procurement and Tender Committee at its meeting of the 3 rd August 2015 approved to award your firm the tender for the (Insert Title of Project or Tender) subject to the following conditions; 2.1 Your confirmation of acceptance of the award by signing a duplicate copy of this letter as acknowledgment of receipt and acceptance of the offer within two (2) days of receipt. 2.2 The Award letter is not binding on BPC until the contract for works is signed. 2.3 The tender award is based on your tender submission which was closed on the 26 th June Tender Regulations Implementation Procedures-Revised 2016 Originator: Corporate Finance CSU Page 185 of 200