REQUEST FOR PROPOSAL FOR OUTSOURCING OF OPERATIONS … Request For Proposal - LACS.… · Financial Proposal The Financial Proposal should contain the annual rental amounts for use

REQUEST FOR PROPOSAL

FOR

OUTSOURCING OF OPERATIONS AND MANAGEMENT

OF

LAHORE AIRPORT COLD STORAGE (LACS)

28th November, 2017

Punjab Agriculture and Meat Company

Shahpur Kanjran

18-k.m Multan Road,

Lahore

LIST OF ACRONYMS

AIIAP Allama Iqbal International Airport

CS Combined Score

EOI Expression of Interest

GoPb Government of Punjab

HACCP Hazard Analysis and Critical Control Points

ISO International Standard Organization

LACS Lahore Airport Cold Storage

PAMCO Punjab Agriculture and Meat Company

PKR Pakistani Rupee (Currency Unit)

RFP Request for Proposal

RCC Reinforced Cement Concrete

SPV Special Purpose Vehicle

-

DEFINITIONS

Term Meaning

Bid The Technical and Financial Proposals and other related documents submitted by the Bidders in response to this RFP.

Bid Due Date The date and time by which the Bid must be received by PAMCO at the specified address, as set out in this RFP.

Bidder Includes Bidding Company or a Bidding Consortium, who will sign the Concession Agreement with PAMCO and which, in the case of a Bidding Consortium, shall be through establishment of a Special Purpose Vehicle (SPV) to be specifically formed under this arrangement.

Bidding Company If the Bid is submitted by a single entity, it shall be referred to as Bidding Company.

Bidding Consortium If a Bid is submitted jointly by more than one entity, such group of entities shall be referred to collectively as a Bidding Consortium.

Bidding Process The various activities up to the selection of the successful Bidder, including without limitation, the issuance of the RFP, submission of Bids, scrutiny and evaluation of such Bids and issuance of Letter of Acceptance.

Companies Ordinance

The Companies Ordinance, 1984 of Pakistan and includes any rules, regulations and directions issued thereunder, as amended, modified or replaced from time to time.

Consortium Member Each entity in a Bidding Consortium shall be referred to as a Consortium Member.

Corrupt Practice Means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence the actions of any person connected with the Bidding Process (for avoidance of doubt, offering of employment to or employing or engaging in any manner whatsoever, directly or indirectly, any official of PAMCO who is or has been associated in any manner, directly or indirectly with the Bidding Process or has dealt with matters concerning the Concession Agreement or arising there from, before or after the execution thereof, at any time prior to the expiry of one year from the date such official resigns or retires from or otherwise ceases to be in the service of PAMCO, shall be deemed to constitute influencing the actions of a person connected with the Bidding Process); or (ii) engaging in any manner whatsoever, whether during the Bidding Process or after the execution of the Concession Agreement, as the case may be, any person in respect of any matter relating to the Project or the Concession Agreement, who at any time has been or is a legal, financial or technical adviser of PAMCO in relation to any matter concerning the Project;

Financial Proposal The Financial Proposal to be submitted by the Bidders in the format specified in Annexure -3 of this RFP.

Fraudulent Practice Means a misrepresentation or omission of facts or suppression of facts or disclosure of incomplete facts, in order to influence the Bidding Process;

a. “coercive practice” means impairing or harming or threatening to impair or harm, directly or indirectly, any person or property to influence any person’s participation or action in the Bidding Process;

b. “undesirable practice” means (i) establishing contact with any person connected with or employed or engaged by PAMCO with the objective of canvassing, lobbying or in any manner influencing or attempting to influence the Bidding Process; or (ii) having a conflict of interest; and

c. “restrictive practice” means forming a cartel or arriving at any understanding or arrangement among Bidders with the objective of restricting or manipulating a full and fair competition in the Bidding Process.

Lead Consortium Member

Subject to the terms of this RFP, in case of a Bidding Consortium, the Consortium Member identified to represent other Consortium Members in all the arrangements.

Letter of Acceptance Letter/notice to be issued to the successful Bidder inviting it to sign the Concession Agreement on fulfilment of the conditions laid out in this RFP.

Concession Agreement

The agreement to be executed between PAMCO and successful Bidder for undertaking and implementing the Project.

Operator Subject to the terms of this RFP, the Bidder whose Bid is declared successful by PAMCO in accordance with the RFP in whose favour the Letter of Acceptance is issued and who executes the Concession Agreement.

Project The operations and management of the LACS by the Operator in terms of the Concession Agreement.

Person(s) Includes individuals, firms, partnerships, companies, corporations, unincorporated associations, governments, authorities, judicial authorities, agencies and trusts (in each case, whether or not having separate legal personality).

Request for Proposal or RFP

The Request for Proposal refers to this document, issued to the prospective Bidders by PAMCO including Annexures hereto.

Rupee or Rs. The lawful currency of the Islamic Republic of Pakistan for the time being.

Special Purpose Vehicle

In case of a joint venture or Consortium Bid, a legal entity established under the Companies Ordinance to sign Concession Agreement with PAMCO.

Technical Proposal The Technical Proposal by a Bidder submitted in the format specified in Annex – 3 of this RFP.

Punjab Agriculture & Meat Company (Former Lahore Meat Company)

18-K.M Shahpur Kanjran, Multan Road Lahore, Pakistan Ph: +92-42-36370661-62, 99205436-8, Fax: +92-42-36370665, Email: [email protected]

Letter of Invitation Dear Sir/Madam, 1. Introduction

1.1. Punjab Agriculture and Meat Company ("PAMCO"), a company established under section 42 of the Companies Ordinance, 1984, is pleased to inform you of short-listing of your EOI and hereby invites submission of Bids for Operations and Management of Lahore Airport Cold Storage ("LACS") (the "Project”). Your Bid, if declared successful, will ultimately lead to signing of Concession Agreement between both the parties.

1.2. Details of obligations and responsibilities of the Operator are set out in the draft Concession Agreement attached as Annex-7 which the successful Bidder will be required to execute.

1.3. The management and operation of the LACS shall be carried out in accordance with the Concession Agreement. Moreover, any continuation of such arrangement shall be subject to satisfactory performance of the Operator in accordance with the terms of the Concession Agreement.

1.4. This Request for Proposal (RFP) has been issued to the following pre-qualified Bidders:

a. M/S ------------------------------------

b. M/S ---------------------------------------

c. M/S---------------------------------------

It is not permissible to transfer this invitation to any other organization or entity.

1.5. PAMCO will enter into a formal agreement (Concession Agreement) with the successful Bidder. The Concession Agreement will detail the contributions and responsibilities of PAMCO and that of the Operator, establish the economic relationship inherent in the transaction and set out all other terms and conditions necessary to define the relationship between the two parties.

1.6. A pre bid meeting is scheduled to be held on ------------------------- 16:30 (Pakistan Standard Time) at the following address to facilitate the Bidders on the RFP issued:

Punjab Agriculture and Meat Company Shahpur Kanjran 18-K.m Multan Road Lahore

1.7. Additionally, a data room is maintained at the abovementioned address, where information relating to the Project will be made available to the prospective Bidders upon their written request.

1.8. Please note that (i) the costs of preparing the Bid as well as of negotiating the Concession Agreement, including any visits, are not reimbursable; and (ii) PAMCO is not bound to accept the Bids submitted under the provisions of PPRA Rules.

1.9. Notwithstanding anything to the contrary contained in this RFP, the detailed terms specified in the Concession Agreement in Annex - 7 of this RFP shall have overriding effect; provided, however, that any conditions or obligations imposed on the Bidder hereunder shall continue to have effect in addition to its obligations under the Concession Agreement.

2. Technical and Financial Proposals

Technical Proposal

In order to achieve the objectives of the Project, Bidders will be expected to take over the entire operations, maintenance and management functions of LACS. For this purpose, they will be at liberty for carrying out due diligence including visit of cold storage facility.

The Technical Proposal should contain inter alia; a complete description and explanation of the proposed methodology for undertaking the Project (business/operational plan), staffing, names and qualifications of allocated personnel and any other resources that the Bidder will utilize to execute the Project for achieving Project objectives. The Technical Proposal should be prepared using the format attached in Annex-3 and submitted as per the procedure described in Annex-2. You must submit comprehensive information and data in support of the criteria defined in Annex-2.

Financial Proposal

The Financial Proposal should contain the annual rental amounts for use of the cold storage facility for the Concession Period, to be expressed in Pakistan Rupees only and be prepared using the format attached as Annex - 3, and submitted according to the procedure described in Annex - 2.

PAMCO will not be responsible for any tax liability arising out of execution of the Project.

The Technical and Financial Proposals shall be evaluated by PAMCO in terms of the criteria described in Annex - 2. Any Financial or Technical Proposal not in strict conformity with the format attached in Annex - 3 will be subject to rejection at the discretion of PAMCO.

3. Clarifications

Should you require clarification on any of the terms contained in this RFP or the Annexures attached hereto, please email Muhammad Imran Khan, Manager Administration, PAMCO ([email protected]). In the interest of fairness, any clarifications issued to any of the Bidders will be emailed to all the Bidders.

4. One Bid per Bidder

Pre-qualified Bidders shall submit only one Bid, either by itself (i.e. as a Bidding Company), or as a partner in a joint venture or Bidding Consortium. For the avoidance of doubt, it is clarified that in case of a joint venture or Bidding Consortium which takes part in the Bidding Process, each Consortium Member must be a pre-qualified entity and the prior written consent of PAMCO must be obtained for bidding as a joint venture or Bidding Consortium. After issue of Letter of Acceptance, a pre-qualified Bidder may not participate in a joint venture or consortium with the successful Bidder.

In case of a Bid by a joint venture or Bidding Consortium, the Consortium Members shall nominate in writing one entity amongst themselves to represent the Bidding Consortium in all dealings with PAMCO during the Bidding Process.

In case of the successful Bidder being a joint venture or Bidding Consortium, the Concession Agreement will be entered into by a SPV formed for the purpose with each Consortium Member guaranteeing the obligations of the SPV under the Concession Agreement.

5. Contents of RFP

This RFP includes the following Annexures:

Annexure 1: Introduction and Background Annexure 2: Procedures for Submission and Evaluation of Proposals Annexure 3: Format for Technical Proposal and Financial Proposal Annexure 4: Format for Affidavit Annexure 5: Format of Bid Bond Annexure 6: Power of Attorney on Behalf of Bidder Annexure 7: Draft Concession Agreement

6. Interpretation

In this RFP, unless the context otherwise requires,

(a) any reference to a statutory provision shall include such provision as is from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transactions entered into hereunder;

(b) the words importing singular shall include plural and vice versa, and words denoting natural persons shall include partnerships, firms, companies, corporations, joint ventures, trusts, associations, organizations or other entities (whether or not having a separate legal entity);

(c) the headings are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this RFP;

(d) the words "include" and "including" are to be construed without limitation;

(e) any reference to any period of time shall mean a reference to that according to Pakistan Standard Time;

(f) any reference to day shall mean a reference to a calendar day;

(g) any reference to month shall mean a reference to a calendar month;

(h) the Annexures to this RFP form an integral part of this RFP and will be in full force and effect as though they were expressly set out in the body of this RFP;

(i) Unless otherwise stated, any reference to any period commencing "from" a specified day or date and "till" or "until" a specified day or date shall include both such days or dates.

(j) The terms which are not defined herein are defined in the draft Concession Agreement and accordingly reference be made thereto.

Disclaimer: This invitation constitutes no form of commitment on the part of PAMCO to enter into any arrangements with any person/entity. PAMCO reserves the right to withdraw from the process or any part thereof or to vary any of its terms at any time without giving

any reason whatsoever. No financial or other obligation, whatsoever shall accrue to PAMCO in such an event. PAMCO shall not be responsible for non-receipt of correspondence sent by post / courier / email / fax. No decision should be based solely on the basis of the information provided by the RFP. PAMCO has no liability for any statements, opinions or information provided by the RFP. Furthermore, PAMCO shall have no liability for any statements, opinions, information or matters (expressed or implied) arising out of, contained in or derived from, or for any omission from, the RFP or in any other written or oral communication transmitted to third parties in relation to this transaction. The purpose of this RFP is to provide interested parties with information that may be useful to them in making their offers (Bids) pursuant to this RFP. This RFP may not be appropriate for all persons, and it is not possible for PAMCO, its employees or advisors to consider the particular needs of each party who reads or uses this RFP. The Bidders are required to undertake their independent assessment and to seek independent professional advice on any or all aspects of the RFP. PAMCO expressly disavows any obligation or duty (whether in contract, tort or otherwise) to any Bidder. All information submitted in response to the RFP becomes the property of PAMCO and PAMCO does not accept any responsibility for maintaining the confidentiality of the material submitted to PAMCO or any trade secrets or proprietary data contained therein. In submitting a Bid in response to this RFP, each Bidder certifies that it understands, accepts and agrees to the disclaimers on this page. Nothing contained in any other provision of the RFP nor any statements made orally or in writing by any person or party shall have the effect of negating or suspending any of the disclaimers set forth is this disclaimer.

Yours truly, Chief Executive Officer Punjab Agriculture & Meat Company

Request for Proposal – Outsourcing of Operations and Management of LACS

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ANNEXURE- 1

INTRODUCTION AND BACKGROUND

FOR


OF

LAHORE AIRPORT COLD STORAGE

(LACS)


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PROJECT BACKGROUND

1. Punjab Agriculture and Meat Company (formerly known as Lahore Meat Company) is a corporate entity registered under section 42 of the Companies Ordinance, 1984. It has been established with the aim of formalizing horticulture and meat sector through interventions at each tier of value chain i.e. production, processing and marketing (inland and export) under compliance of international quality standards through public / private channels.

PAMCO plays its role as a catalyst in creating and encouraging private businesses to invest in the industry and helps ensure long term sustainability of the projects.

The cold store is a single storey building with storage capacity of 45,000 cubic feet. The facility has been designed and developed to store various types of temperature sensitive products including medicines, fruits, vegetables, confectionary, poultry, fishery products, dairy products, pre-cooked foods, cut flowers, seeds, poultry, frozen dairy products, vegetables, fishery products and meat products.

The cold store is located at the cargo area of the Allama Iqbal International Airport (AIIAP) Lahore. It is situated in the un-bonded area and is accessible to the public. Goods destined for export or for delivery within the country can be freely brought in and out.

Salient features of the cold storage facility are as under:

a. Land area of the facility is 2,000 square yard;

b. The building structure is made of RCC Frame and imported prefabricated steel structure;

c. The cold store compartments, capable of being converted to different temperatures and

products, have been made of prefabricated modular panels;

d. A blast chiller having 30 tons per day capacity has been installed;

e. In cold store, there are seven chambers which can maintain the temperature of

products independently in the range of -18 to +30oC;

f. The cold store is non-bonded so that it can be used as a regular warehouse for public;

g. The refrigeration system is a direct refrigeration system based on Freon technology;

h. The cold store has been facilitated with a fire alarm system and security system to

mitigate the risks of fire and theft;

i. Partial racking system has been installed by PAMCO. It is up to the investor to install a

racking system of his choice, at his cost, in the remaining space.

j. The facility is linked with Civil Aviation Authority’s (CAA) electricity grid, ensuring

uninterrupted and stable power supply.

k. One (1) battery operated folk lifter will facilitate the movement of the products in the

cold store.

2. INSTRUCTIONS TO BIDDERS

In line with the stated objectives, the Project has been conceptualized to encourage private sector participation to manage the operations of facility during the Concession Period. PAMCO will take part by contributing land and its existing infrastructure including machinery. The Bidder will be responsible for the operations and management including maintenance of the infrastructure already in place.


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CONCESSION

Concession Period of the Project will initially be for a period of three (03) years, which may be renewable upon expiration through mutual consent of both the parties subject to agreement regarding terms and subject to compliance with all applicable laws. Concession will be provided by PAMCO through the Government of Punjab (GoPb) in the form of the right to utilize the land, civil infrastructure and machinery already available with PAMCO against payment of rental. In consideration of use of the plant, the Operator will make payment of rental amounts in the manner set forth in the Concession Agreement.

The Project Area provided by PAMCO cannot be used as collateral by the Bidder for raising debt for this project or for any other purpose and there will be no recourse to PAMCO or -GoPb assets in case of default on part of the Bidder.

OWNERSHIP TITLE

The ownership title of the lease hold land, facility and plant will remain with PAMCO. At the expiry of the Concession Period, unless the same is renewed in accordance with applicable laws, operational control of all the assets will be transferred to PAMCO in line with its ownership rights.

OPERATIONS AND MAINTENANCE

Repair and maintenance shall be the responsibility of the Operator and the Operator will not be allowed to sell any equipment. If, for repair, any equipment is to be taken outside the premises of the facility, prior permission will be required from PAMCO.

PERFORMANCE STANDARDS

Operator shall be obligated to ensure high quality services to its customers.

PROJECT MONITORING

The Bidder will be in charge of operations and management of the cold storage facility, however, management of PAMCO shall be entitled to appoint personnel for continuous monitoring of the operations of facility, who will be responsible for overseeing the Bidder’s operations, including, but not limited to, assessing various performance metrics.

PAYMENTS OF RENTAL AMOUNTS TO PAMCO

The Bidder will guarantee payment of quarterly rental amounts to PAMCO in accordance with the Concession Agreement. The guaranteed rental amounts will be paid in advance on quarterly basis at least fifteen (15) days before the start of next quarter. Initial payment will be made at the time of signing of the Concession Agreement.

CURRENCY AND LANGUAGE

The currency for the purpose of the Financial Proposal shall be Pakistani Rupees only. The Bid and all related correspondence and documents in relation to the Bidding Process shall be in English language. Supporting documents and printed literature furnished by the Bidder with the Bid may be in any other language provided that they are accompanied by appropriate translations of the pertinent passages in the English language (transliteration is not allowed). Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Bid, the English language translation (no transliteration is allowed) shall prevail. Bids received through fax or via emails shall not be accepted.


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BID BOND

Each Bidder shall provide one Bid Bond to PAMCO in the form set forth in Annex – 5 or in the form of CDR/demand draft/Pay Order, in the amount of 5% of estimated annual rental i.e Rs: 5,000,000/- (Five Million Only) in Financial Bid. The Bid Bond shall be from a scheduled bank and be valid for at least 90 days from the deadline for submission of Bids. Provision must be made for extension of the term of the Bid Bond if the validity period is extended. Any Bid not accompanied by the required Bid Bond will be rejected. Bid Bonds of the unsuccessful Bidders shall be returned whereas the Bid Bond of successful Bidder shall be retained and replaced with Performance Security at the time of signing of the Concession Agreement.

FRAUD AND CORRUPT PRACTICES

The Bidders and their respective officers, employees, agents and advisers shall observe the highest standard of ethics during the Bidding Process and during the subsistence of the Concession Agreement. Notwithstanding anything to the contrary contained herein, or in the Concession Agreement, PAMCO shall reject a Bid, or terminate the Concession Agreement, as the case may be, without being liable in any manner whatsoever to the Bidder or Operator, as the case may be, if it determines that the Bidder or Operator, as the case may be, has, directly or indirectly or through an agent, engaged in corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice in the Bidding Process. In such an event, PAMCO shall forfeit and appropriate the Bid Bond or Performance Security, as the case may be, if the Bidder or Operator, as the case may be, is found by PAMCO to have directly or indirectly or through an agent, engaged or indulged in any corrupt, fraudulent, coercive, undesirable or restrictive practices, as the case may be.

3. SCHEDULE OF BIDDING PROCESS

PAMCO shall endeavour to adhere to the following schedule:

Event Description Date

Issuance of RFP 22nd Dec, 2017

Last date for receiving queries 1st Jan, 2018

Pre-Bid meeting 3rd Jan, 2018

Last date of Submission and Opening of Technical Proposals 8th Jan, 2018

Evaluation of Technical Proposals 9th Jan, 2018

Opening of Financial Proposals 12th Jan, 2018

Notification of successful Bidder and issuance of Letter of Acceptance

23rd Jan, 2018

Signing of Concession Agreement 25th Jan, 2018


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ANNEXURE-2

PROCEDURE FOR SUBMISSION AND EVALUATION OF PROPOSALS

FOR


OF


(LACS)


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PROCEDURE FOR SUBMISSION AND EVALUATION OF PROPOSALS

1. Submission of Proposals

The Technical Proposal shall be submitted in triplicate (one original and two copies) and placed in a sealed envelope clearly marked “Technical Proposal – Outsourcing of Operations and Management of Lahore Airport Cold Storage”.

The Financial Proposal (one original) shall be submitted in a separate sealed envelope clearly marked “Financial Proposal – Outsourcing of Operations and Management of Lahore Airport Cold Storage”.

Bidders are requested to submit their Technical and Financial Proposals in separately sealed envelopes enclosed in one larger sealed envelope addressed correctly and legibly to the Manager Admin, PAMCO (please refer point 6 below for precise address and date of submission).

The Technical and Financial Proposals shall be signed by a duly authorized representative. The Proposals should include a power of attorney authorizing such representative to sign and submit the Technical and Financial Proposals to PAMCO on behalf of the Bidder (Annex - 6). Authorized representative of Bidders shall make initials on each page of both Technical and Financial Proposal being submitted to PAMCO.

The Bidder may modify, substitute or withdraw its Bid after submission, provided that written notice of the modification, substitution or withdrawal is received by PAMCO prior to the Bid Due Date. No Bid shall be modified, substituted or withdrawn by the Bidder on or after the Bid Due Date. The modification, substitution or withdrawal notice shall be prepared, sealed, marked, and delivered with the envelopes being additionally marked “MODIFICATION”, “SUBSTITUTION” or “WITHDRAWAL”, as appropriate. Any alteration/ modification in the Bid or additional information supplied subsequent to the Bid Due Date, unless the same has been expressly sought for by PAMCO, shall be disregarded.

2. Tests of responsiveness

Prior to evaluation of Bids, PAMCO shall determine whether each Bid is responsive to the requirements of this RFP. A Bid shall be considered responsive only if:

a) it is duly signed with each page of the Bid to be initialled by the Bidder;

b) it is received as per the format given in Annex - 3;

c) it is received by the Bid Due Date including any extension thereof;

d) it is signed, sealed, bound together in hard cover and marked as stipulated in the above clauses;

e) it is accompanied by the Bid Bond in the format prescribed in Annex - 5;

f) it is accompanied by the Power(s) of Attorney in accordance with Annex - 6;

g) it contains all the information (complete in all respects) as requested in this RFP and/or Bidding Documents (in formats same as those specified);

h) it does not contain any condition or qualification; and

i) It is not non-responsive in terms hereof.


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PAMCO reserves the right to reject any Bid which is non-responsive and no request for alteration, modification, substitution or withdrawal shall be entertained by PAMCO in respect of such Bid.

3. Evaluating the Proposals

A two-stage procedure shall be adopted in evaluating the Bids. The technical evaluation shall be carried out first, followed by the financial evaluation.

Each responsive Bid shall be attributed a technical score (ST). Bidders scoring less than 70 points out of 100 points shall be rejected and their Financial Proposals returned unopened.

Step - 1: Evaluation of Technical Proposals and Scoring Mechanism

Each Technical Proposal shall be evaluated using the following categories and weights:

Category Weight

Specific firm/Bidding Consortium experience 30%

Management & Maintenance Methodology and Operational / Business Plan

30%

Human Resource Capacity and demonstrated ability in Quality/Food Safety/Storage Standards compliance

20%

Business Development Potential 20%

Each Bid will be assigned the Raw Technical Scores (STR) based on the above mentioned criteria. Technical Score (ST) of the Bidders will be calculated in points by dividing the Raw Technical Scores (STR) of all the Bids with the highest STR obtained by a Bidder (STMax) as a result of technical evaluation. Thus following formula shall be used for the computation of final technical score of each Bidder:

ST = STR x 100/ STMax

Step - 2: Opening of Financial Proposals and Scoring Mechanism

Technically qualified Bidders that receive a technical score (STR) of 70 points or higher will be informed of the time for the opening of the sealed financial Bids.

The Financial Proposals of technically qualified firms/Bidding Consortium will be opened in presence of the Bidders or their representatives who choose to attend the Bid opening meeting. Name of the Bidder and the quoted Bid shall be announced, and recorded when the Financial Proposals are opened.

Highest Rental quoted by the Bidder will be considered eligible bidder. Bidder with the highest quoted rental will be issued Letter of Acceptance. Failure by the successful Bidder to execute the Concession Agreement by 25th January, 2018 (or such other date as may be stipulated by PAMCO) shall lead to revocation of the award and forfeiture of the Bid Bond. In such circumstances, PAMCO shall be free to issue Letter of Acceptance and execute Concession Agreement with the next highest Bidder.


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4. Miscellaneous

PAMCO is under no obligation to select any of the Bidding Company / Bidding Consortium submitting the Bid.

The successful Bidder shall warrant that, at the date of entering into Contract, no conflict of interest exists or is likely to arise in the performance of its obligations under the Contract. If, during the term of the Contract, a conflict or risk of conflict of interest arises, the Bidder undertakes to notify PAMCO immediately in writing of that conflict or risk and take any steps that PAMCO reasonably requires to resolve the conflict or deal with the risk.

If PAMCO modifies this RFP and/or its terms, it intends to issue a written addendum to all Bidders and such addendum will be binding upon them. Bidders shall promptly acknowledge receipt of any addendum.

PAMCO reserves the right to extend any timelines stated herein subject to providing notice to the Bidders.

All Bids shall be deemed valid for a period of 90 days following the submission of Bids.

5. Rejection of all Bids and Re-invitation

PAMCO may reject all Bids at any time prior to the acceptance of a Bid. However, PAMCO upon request shall inform all the Bids in writing who have submitted Bids about the grounds for rejection of all Bids. PAMCO may call for re-invitation of new Bids.

6. Address and Date of Submission

The Bids should be delivered on or before 20th December, 2017 latest by 1600 hours (Pakistan Standard Time) at the following address: Manager Administration, Punjab Agriculture & Meat Company, 18-k.m Shahpur Kanjran Multan Road, Lahore, Pakistan Technical Proposals shall be opened at 1630 hours at the abovementioned address. Note: Failure to deliver the Bids as aforesaid shall mean immediate disqualification.


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ANNEXURE - 3

FORMAT FOR

TECHNICAL PROPOSAL AND FINANCIAL PROPOSAL

FOR


OF


(LACS)


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FORMAT FOR TECHNICAL PROPOSAL

Date: Chief Executive Officer 18-k.m Shahpur Kanjran, Multan Road Lahore.

Subject: Technical Proposal – Outsourcing of Operations and Management of Lahore Airport Cold Storage Dear Sir,

We, *‐+ *insert name of Bidder+ hereby submit our Technical Proposal in response to your Request for Proposals dated *‐+ issued with respect to the Project (“RFP”). We hereby unconditionally offer to undertake and complete Project through performance of all works and obligations in accordance with the Concession Agreement.

We understand and accept that PAMCO may require us under the applicable laws to clarify/modify our Technical Proposal in conformity with its requirements leading to finalization of terms.

We hereby declare that all the information and statements made in this Technical Proposal are true and accept that any misinterpretation contained in it may lead to our disqualification / rejection of Bid.

A Bid Bond in the form of Bank Guarantee/CDR/Demand Draft amounting to PKR ---------- has been enclosed herewith. Moreover, performance security in compliance with Schedule B of the Concession Agreement shall be furnished at the time of execution of the Concession Agreement, which will remain valid for the entire period of Concession Agreement.

We undertake to initiate the operations and management of the Project, in the event of acceptance of our Bid, in accordance with the Concession Agreement to be signed between the parties.

Yours sincerely

Authorized Signatory _____________________________

Name and Title of Signatory: _____________________________

Name of Firm: _____________________________

Address: _____________________________


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INFORMATION TO BE ENCLOSED IN TECHNICAL PROPOSAL

The Technical Proposal will provide information on how the Bidder would approach the management and operation of LACS business over the period of concession. Technical Proposal should include the following:

a) Specific and relevant Bidding Company / Bidding Consortium experience

b) Management & Maintenance Methodology and Operational / Business Plan

c) Competence and qualification of team and Quality Compliance

d) Business Development Potential

a) Specific and Relevant Firm / Consortium Experience

The Bidder should give a comprehensive explanation of its relevant experience and capability to undertake the Project for providing the services envisaged under the Concession Agreement. For each relevant experience cited, outline the precise role of the Bidder, project duration, outcomes, and its value.

b) Operations and Management Methodology and Operational / Business Plan

In this part, the Bidder should explain the understanding of the objectives of the Project, his approach to the Project, methodology for carrying out the management and operation including maintenance of the cold storage facility for running the business. This should also include clear and practical timelines for implementation of capital investment plans, marketing and promotional arrangements, product and brand development including international Halal certification within the local and export markets.

The proposed work plan to be submitted should be consistent with the technical approach of undertaking the proposed business.

c) Competence and Qualification of Team and Quality Compliance

In this part, the Bidder should propose the structure and composition of his team. The Bidder should list the key management team, project manager and technical experts to be engaged including their qualifications and experience credentials.

In addition to above, Bidder should give a comprehensive explanation of his demonstrated ability for complying with relevant Quality/Food Safety/Storage compliance standards and particularly any related experience. For each relevant experience, Bidder is expected to provide a brief description of his role including terms of execution.

d) Business Development Potential

Potential for business development constitutes an important part of the Technical Proposal evidencing the access to market linkages and ensures a sustainable growth in the operations of the facility. Bidder shall provide details of prospective and current business opportunities in the cold storage sector evidencing the Bidder’s ability to operate the facility successfully. The Bidder should highlight the problems / challenges being faced and their importance, and explain the approach he would adopt to address them.


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FORMAT FOR FINANCIAL PROPOSAL Date: Chief Executive Officer Punjab Agriculture and Meat Company 18-K.m Shahpur Kanjran Multan Road Lahore.

We, *‐+ *insert name of Bidder+ hereby submit our Financial Proposal in response to your Request for Proposals dated *‐+ and our Technical Proposal with respect to above mentioned Project.

We will pay following amounts expressed in PKR as annual rental amounts against management and operation of LACS.

Years Annual Rental in PKR

1

2

3

Our Financial Proposal shall be binding upon us up to expiration of the validity period of the Bid (i.e. ninety days from submission of Bids). Note: Bidder shall not make this fee dependent on its operational and financial outcomes from the cold storage facility and make it an unconditional offer.


P a g e |13

ANNEXURE-4

FORMAT

OF

AFFIDAVIT


OF


(LACS)


P a g e |14

FORMAT FOR AFFIDAVIT Date: Chief Executive Officer Punjab Agriculture and Meat Company 18-K.m Shahpur Kanjran Multan Road Lahore.

Subject: Affidavit - Outsourcing of Operations and Management of Lahore Airport Cold Storage (LACS)

Dear Sir,

1. We, *‐+ [name of Bidder], are submitting our Bid (Technical and Financial Proposals) pursuant to the above RFP. We hereby declare and affirm that we have not obtained or induced the procurement of any contract, right, interest, privilege or other obligation or benefit from the Punjab Agriculture and Meat Company (“PAMCO”) or any administrative sub‐division or agency thereof or any other entity owned or controlled by PAMCO through any Corrupt Practice or Fraudulent Practice. We further confirm that we have not indulged in any restrictive practice, coercive practice or undesirable practice.

2. Without limiting the generality of the foregoing, we represent and warrant that:

a. We accept full responsibility and strict liability for making any false declaration, not

making full disclosure, misrepresenting facts or taking any action likely to defeat the

purpose of this declaration, representation and warranty.

b. We have made and will make full disclosure of all agreements and arrangements

with all persons in respect of or related to the Project and have not taken any action

or will not take any action to circumvent the above declaration, representation or

warranty.

3. We, hereby represent and warrant that, as of the date of this letter [Name of Prospective Bidder/Lead Member of Consortium], and each member of our Consortium (if applicable):

a. is not in bankruptcy or liquidation proceedings;

b. has not been convicted of, fraud, corruption, collusion or money laundering; and

c. is not aware of any conflict of interest or potential conflict of interest arising from

prior or existing contracts or relationships which could materially affect its capability

to comply with the obligations under the Concession Agreement.

4. We understand and agree that any contract, right, interest, privilege or other obligation or benefit obtained or procured as aforesaid shall, including the Concession Agreement, without prejudice to any other rights and remedies available to PAMCO under any law, contract or other instrument, be voidable at the option of PAMCO.


P a g e |15

5. Notwithstanding any rights and remedies exercised by PAMCO in this regard, we agree to indemnify PAMCO for any loss or damage incurred by it on account of our Corrupt Practices and/or and Fraudulent Practices.

6. We have also attached a clearance certificate duly attested by the chamber of commerce / registration authority evidencing registration.

Yours sincerely



Name of Firm: _____________________________

Address: _____________________________

Witness # 1:



Name of Firm: _____________________________

Address: _____________________________

National Identity Card No _____________________________

` Witness # 2:



Name of Firm: _____________________________

Address: _____________________________



P a g e |16

ANNEXURE-5

FORMAT OF

BID BOND GUARANTEE

FOR


OF


(LACS)


P a g e |17

To be stamped in accordance with the Stamp Act, 1899

IRREVOCABLE AND UNCONDITIONAL BID BOND GUARANTEE

BANK GUARANTEE No: DATE: To, Chief Executive Officer Punjab Agriculture and Meat Company 18-K.m Shahpur Kanjran Multan Road, Lahore Lahore.

Subject: Bid for Outsourcing of Operations and Management of Lahore Airport Cold Storage (LACS)

Dear Sir, WHEREAS *name and legal status of the bidder+ (hereinafter referred to as the “Bidder”) has submitted his/its bid dated ________ for Outsourcing of Operations and Management

of LACS (hereinafter referred to as the “Bid”), a requirement of which is that the Bidder submit a bid bond in the amount of Rs ------------- (Rupees ---------- Only).

AND WHEREAS to satisfy the afore stated requirement, this Deed of Bid Bond Guarantee (hereinafter referred to as the “Guarantee”) is made on this __ day of ____, _____by [name of the bank] a banking company lawfully undertaking business in the Islamic Republic of Pakistan, having its registered office at __________________________ (hereinafter referred to as the “Bank” which expression shall, wherever the context so admit, include its executors, administrators and successors-in interest) in favor of the Punjab Agriculture and Meat Company established by Government of the Punjab (hereinafter referred to as “PAMCO”).

NOW THEREFORE in consideration of PAMCO accepting the Bank’s obligations contained in the following paragraphs for the due discharge of the Bidder’s obligation to provide a Bid Bond, THE BANK, BY THIS GUARANTEE AGREES TO THE FOLLOWING:

The Bank hereby undertakes and guarantees that it shall, on the first written demand of PAMCO, without any caveat, demur, protest or contest and without reference or recourse to the Bidder or any other person, organization or authority, pay PAMCO within three (3) working days, in clear funds, without any deduction or withholding on any account whatsoever, a sum of Rs ________ (Rupees _________ Only).

(a) The obligation of the Bank to PAMCO to pay the sum specified in paragraph 1 above within the time and in the manner specified therein shall be that of principal debtor in the first instance without PAMCO proceeding against the Bidder and notwithstanding any security or other guarantee PAMCO may have in relation to the Bidder’s liabilities.

(b) Any demand specified in paragraph 1 above, made by PAMCO on the Bank, will be conclusive and binding between PAMCO and the Bank notwithstanding any dispute or difference between PAMCO and the Bidder or any dispute pending before any


P a g e |18

court, tribunal, arbitrator or any other judicial, quasi-judicial or other authority. The Bank hereby affirms that it shall pay PAMCO the amount specified in paragraph 1 above within the time and in the manner specified therein, without PAMCO needing to prove or show grounds or reasons for PAMCO’s demand. The Bank further affirms that it shall support and uphold the right of PAMCO to make a demand specified in paragraph 1 above and be paid the sum specified therein, if a dispute relating to the same is raised by the Bidder before any court, tribunal, arbitrator or any other judicial, quasi-judicial or other authority.

(c) Any payments made to PAMCO on its request shall be net and free of and without any present or future deductions such as for the payment of any taxes, executions, duties, expenses, fees, deductions or retentions regardless of the nature thereof or the authority levying the same.

(d) The Bank hereby waives, to the fullest extent possible by law, any defence whether in law or equity, that may be raised to prevent or delay PAMCO from making a demand specified in paragraph 1 above or being paid the sum specified therein.

(e) PAMCO shall be at liberty, without affecting the Bank’s obligations to PAMCO contained in this Guarantee, to postpone for any time or from time to time, the enforcement of any rights accruing to PAMCO against the Bank or the Bidder and to enforce the same at any time and in any manner and to enforce or forbear to enforce any remedies available to PAMCO against the Bank or the Bidder. The Bank accepts that it shall not be released of its obligations to PAMCO contained in this Guarantee by any exercise by PAMCO of its liberty in relation to the aforesaid matters or any of them or by time or other indulgence including the granting of any waiver to either the Bank or the Bidder or by any variation in this Guarantee or by any other act or omission whatsoever which, under law or equity, but for this provision would have the effect of releasing the Bank of its obligations under this Guarantee notwithstanding that any such postponement, forbearance, extension of time or other indulgence, waiver, variation or any other thing was granted, made, given or happened without the consent or knowledge of the Bank.

(f) The Bank hereby undertakes not to revoke this Guarantee during its currency without the prior written approval of PAMCO and agrees that the obligations of the Bank under this Guarantee are continuous obligations and shall remain in full force and effect and be enforceable against the Bank notwithstanding any change in the constitution, legal status or organization of the Bank, the Bidder or PAMCO until all dues of PAMCO under or by virtue of this Guarantee have been paid by the Bank in full or until PAMCO discharges this Guarantee in writing.

(g) The Bank hereby affirms that it has the power and authority under its Memorandum and Articles of Association and all necessary consents and authorizations, including without limitation, those required from its board of directors, regulator or other relevant governmental body, to enter into, execute, deliver and perform the Bank’s obligations under this Guarantee in favor of PAMCO and that the signatory(ies) hereto has/have the capacity and power to sign and bind the Bank to the Bank’s obligations contained herein under [Power of Attorney/Board Resolution] dated _____________


P a g e |19

(h) The Bank hereby confirms that notwithstanding any dispute which may arise with regard to this Guarantee or otherwise upon receiving the demand in writing as specified herein it shall pay the demanded amount without any objection;

(i) Notwithstanding anything contained in points (a) to (g) above, the Bank’s liability to PAMCO under this Guarantee is restricted to and shall remain in force up to and including __ day of _____ 20 __ and shall be extended for such period as may be desired by the Bidder.

(j) The Bank’s obligations as set out in this Bid Bond shall be continuing obligations and shall not be modified or impaired upon the happening, from time to time, without the Bank’s assent or otherwise, of any act or omission, or any circumstance or events which would otherwise discharge, impact or otherwise affect any of the Bank’s obligations contained in this Bid Bond.

(k) No set off, counterclaim or reduction or diminution of any obligation that the Bank has or may have against PAMCO shall be available against to it against PAMCO in connection with any of its obligations to PAMCO under this Bid Bond.

(l) The Bank hereby declares and confirms that under its constitution and applicable laws and regulations, it has the necessary power and authority, and all necessary authorizations, approvals and consents there under to enter into, execute, deliver and perform the obligations it has undertaken under this Bid Bond, which obligations are valid and legally binding on and enforceable against the Bank under the laws of Pakistan. Further that the signatories to this Bind Bond are the Bank’s duly authorized officers.

(m) This Bid Bond is limited to the sum of Rs ________ (Rupees _________ Only).

(n) This Guarantee shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan.

IN WITNESS WHEREOF the Bank, through duly and lawfully authorized representative(s), has executed this Guarantee on the date first written above in the presence of the witnesses mentioned below.

Signature of Authorized Signatory _____________________________


Name of Firm: _____________________________

Address: _____________________________

Witnesses # 1:



Name of Firm: _____________________________

Address: _____________________________



P a g e |20

Witnesses # 2:



Name of Firm: _____________________________

Address: _____________________________



P a g e |21

ANNEXURE-6

FORMAT OF

POWER OF ATTORNEY ON BEHALF OF BIDDER

FOR


OF


(LACS)


P a g e |22

Power of Attorney

Know all men by these presents, We___________________ (name and address of the

registered office) do hereby constitute, appoint and authorize Mr./Ms. ___________________

(name and residential address) who is presently employed with us and holding the position of

___________________ as our attorney, to do in our name and on our behalf, all such acts,

deeds and things necessary in connection with or incidental to our bid for the project of

Outsourcing of Operations and Management of Lahore Airport Cold Storage (LACS) in the

country of Pakistan (“the Project”), including signing and submission of all documents and

agreements and providing information / responses to the Punjab Agriculture and Meat

Company (PAMCO), representing us in all matters before PAMCO, and generally dealing with

PAMCO in all matters in connection with our bid for the said Project. We hereby agree to ratify

all acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney

and that all acts, deeds and things done by our aforesaid attorney shall and shall always be

deemed to have been done by us.

Signature of Authorized Attorney _____________________________

Name and Title of Attorney: _____________________________

Name of Firm: _____________________________

Address: _____________________________

Note: To be executed by all the members in case of a Consortium. The mode of execution of

the Power of Attorney should be in accordance with the procedure, if any, laid down by the

applicable law and the charter documents of the executant(s) and when it is so required the

same should be under common seal affixed in accordance with the required procedure.


P a g e |23

ANNEXURE-7

DRAFT CONCESSION AGREEMENT

FOR


OF


(LACS)


P a g e |24

CONCESSION AGREEMENT

This Concession Agreement (“Agreement”) is made at Lahore on this ____ day of

_____________ by and between:

(1) Punjab Agriculture and Meat Company, a company owned by the Government of

Punjab and incorporated under the laws of Pakistan, with its registered office at

18 K.m Shahpur Kanjran, Multan Road, Lahore acting through

____________________________ (hereinafter referred to as “PAMCO” which

expression shall unless the context otherwise requires mean and include its

successors-in-interest, administrators and assigns) OF THE FIRST PART;

AND

(2) ________________________________, a company incorporated under the laws

of _________, with its registered office at _____________________, acting

through __________________________ (hereinafter referred to as the

“Operator” which expression shall unless the context otherwise requires mean

and include its successors-in-interest, administrators and permitted assigns) OF

THE SECOND PART.

(PAMCO and Operator shall be referred to collectively as the “Parties” and individually

also referred to as a “Party”).

WHEREAS:

A. PAMCO has been set up by the Government of the Punjab (“GOPB”) for the

purpose of promotion and growth of the agriculture, meat and horticulture


P a g e |25

sector in the Province of the Punjab, through, inter alia, establishment of

infrastructure facilities like cold storages.

B. PAMCO has already established an industrial cold storage facility (as more

particularly described herein below) at a site (as more particularly described herein

below) located at the Allama Iqbal International Airport, Lahore, leased by PAMCO

from the Civil Aviation Authority.

C. In accordance with the policies of the GOPB, PAMCO decided to engage suitable

parties of good standing in the field of cold storage facilities’ operations. Accordingly,

through advertisements published on 16th June, 2017 expressions of interest

(“EOIs”) were sought from interested parties for the foregoing purpose. Pursuant to the

EOIs, pre-qualified parties were invited to submit sealed bids for a three-year

concession to operate the cold storage facility, by ____________. The sealed bids were

opened by the competent authority on ___________. The Operator, being the highest

bidder, was duly approved by PAMCO and accordingly, Letter of Award/Acceptance

(“LOA”) was issued to the Operator on _________________ for a concession of three

(03) years to operate the cold storage facility in consideration of the rental amounts

quoted in the LOA. With mutual consent of the Parties, the date for execution of the

Concession Agreement was affixed as the date first mentioned hereinabove.

D. Now, pursuant to the terms of the Letter of Acceptance the Parties are

desirous of entering into this Concession Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES AS FOLLOWS:

1. The Concession Agreement comprises the following documents:

I. This Agreement; and II. The Schedules:

Schedule-A: General Conditions of Contract;

Schedule-B: Form of Performance Guarantee;

Schedule-C: Facility Specifications;

Schedule-D: Payment Schedule;

Schedule-E: Standard Operating Procedures (SOPs);

Schedule-F: Letter of Acceptance dated __________.

III. Any schedules/annexures to be agreed/prepared by the Parties in accordance with the terms of the Concession Agreement.

2. In consideration of the payment of the Rental Amounts by the Operator to

PAMCO in accordance with the Concession Agreement, PAMCO hereby g rants

to Operator the right to operate the Facility (as defined in the General Conditions of


P a g e |26

Contract) strictly in accordance with the terms and conditions of the Concession

Agreement.

3. Operator represents that Mr. _____________, the ________________ of the

Operator, is duly authorized to enter into and execute this Concession Agreement on

behalf of the Operator. PAMCO represents that Mr. ______________, the

_____________ of PAMCO, is duly authorized to enter into and execute this Concession

Agreement on behalf of PAMCO.

IN WITNESS WHEREOF the Parties have executed this Concession Agreement on the day

and year first above written.

______________________

For and on behalf of PAMCO

_____________________

For and on behalf of the Operator

Witnesses:

1. ________________

Name:

CNIC No.:

2. ________________

Name:

CNIC No.:


P a g e |27

SCHEDULE-A

GENERAL CONDITIONS OF CONTRACT

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these conditions, unless the context otherwise requires, the following expressions

shall have the meanings ascribed to them herein below:

“Affiliate” means with respect to a Party, a person who owns or controls a Party, a

person owned or controlled by a Party, or, a person owned or controlled by a person

who owns or controls a Party.

“Airport” means the Allama Iqbal International Airport, Lahore.

“Business Day” means a day on which banks are generally open for business in Lahore.

“CAA” means the Civil Aviation Authority, established under the Pakistan Civil

Aviation Authority Ordinance, 1982.

"Concession Agreement" means the contract dated _________ between PAMCO

and the Operator relating to the operation of the Facility by the Operator.

“Effective Date” means the date on which the Parties hereto sign and execute the

Concession Agreement, and if each Party signs on a different date, then the later of the

two signing dates.


P a g e |28

“Facility” means the industrial cold storage facility established by PAMCO at the Site in

accordance with the Facility Specifications.

“Facility Inventory” has the meaning ascribed to it in Clause 6.

“Facility Specifications” means the technical specifications of the Facility as

specified in Schedule-C of the Concession Agreement.

“GOPB” means the Government of the Punjab.

“Lease” means the lease of the Site granted to PAMCO by CAA for duration of thirty

(30) consecutive years starting from March 31, 2008, in terms of the Lease Deed.

“Lease Deed” means the Lease Deed dated April 3, 2008 executed by and between

PAMCO and CAA and registered as Document No. 3996, Book No. 1, Volume No. 1068,

with the Sub-Registrar, Aziz Bhatti Town, Lahore on July 1, 2008.

“Letter of Acceptance” means the letter dated _______ issued by PAMCO to the

Operator accepting its bid, set out in Schedule-E to the Concession Agreement.

“Maintenance Schedule” has the meaning ascribed to it in Clause 7.1.2.

"Operator" means M/S Selected Party.

“PAMCO” means the Punjab Agriculture and Meat Company (formerly Lahore

Meat Company).

“Party” means either PAMCO or Operator.


P a g e |29

“Parties” means both PAMCO and Operator.

“Payment Schedule” means the schedule for payment of the Rental Amounts reckoned

from the Effective Date, set out in Schedule-D of the Concession Agreement.

“Performance Guarantee” has the meaning ascribed to it in Clause 5.

"Rental Amounts" has the meaning ascribed to it in Clause 4.

“Site” means a piece of land measuring 2000 square yards situated at the Airport.

“SOPs” means the standard operating procedures of the Facility.

“Term” has the meaning ascribed to it in Clause 16.1.

“Utilities” has the meaning ascribed to it in Clause 6.6.

“Utilities Bills” has the meaning ascribed to it in Clause 6.6.

1.2 Interpretation

a) words in the singular include the plural and vice versa and words importing any gender include every gender;

b) references to persons include individuals, firms, partnerships, companies, corporations, unincorporated associations, governments, authorities, judicial authorities, agencies and trusts (in each case, whether or not having separate legal personality);

c) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;


P a g e |30

d) unless otherwise specified, reference to Clauses are to clauses of these General Conditions of Contract;

e) other capitalized expressions used in the Concession Agreement shall have the meanings respectively assigned to them elsewhere in the Concession Agreement;

f) the headings are included for ease of reference only and shall not affect the interpretation or construction of the Concession Agreement;

g) the Annexes and Schedules form part of the Concession Agreement and shall have effect as if set out in full in the body of the Concession Agreement and any reference to the Concession Agreement includes the Annexes and Schedules; and

h) unless otherwise qualified, reference to days, months or years shall be read to mean calendar days, months or years.

2. THE FACILITY: ESTABLISHMENT AND PURPOSES

2.1 Parties agree that the Facility has been established by PAMCO with a view to

providing infrastructural facilities for the development of the agriculture and

horticulture sectors in the Punjab. Accordingly, it is essential that the Facility is utilized

and operated in the most efficient and effective manner so as to facilitate the

achievement of the aforesaid goals.

2.2 As on the Effective Date, the Facility is fully established in accordance with the Facility

Specifications.

3. NATURE OF OPERATOR’S RIGHTS AND OBLIGATIONS 3.1. The Operator’s rights and obligations under the Concession Agreement shall be of a licensee to enter upon the Site so that the Operator may operate the Facility in accordance with and subject to the terms of the Concession Agreement. The license granted for entry of the Operator upon Site granted hereunder shall be personal to the Operator and shall be non-transferable. The license shall be revocable in accordance with the terms hereof.

3.2. The Concession Agreement is neither intended to nor does it constitute any sale, conveyance, assignment, transfer and/or sub-lease, by whatever name called, of any of PAMCO’s rights pertaining to the Site under the Lease Deed.

3.3. The Concession Agreement is neither intended to nor does it constitute any sale, conveyance, assignment or transfer of the Facility or any part thereof or of any rights of PAMCO to or in the Facility or any parts thereof.

3.4. PAMCO shall, at all times, remain the absolute owner of the Facility and the leasehold rights in the Site under the Lease Deed.

3.5. PAMCO shall at all times have possession of the Site. Operator shall be allowed access to the Facility and the Site for the exercise of its rights and the performance of its obligations under the Concession Agreement.

3.6. PAMCO shall be free to permit any persons including, but not limited to, CAA, to enter upon and inspect the Site and the Facility. Except in cases of emergency, at least twenty-four (24) hours notice will be given to the Operator of any such visits. Subject to the foregoing, if PAMCO permits any visitors to the Site and the Facility who are direct competitors of


P a g e |31

Operator’s customers (whose goods are actually present/stored in the Facility at the time of the visit), then PAMCO will not allow such visitors to access any parts of the Facility where goods of such customers are present/stored.

4. RENTAL AMOUNTS AND PAYMENT TERMS

4.1. In consideration of PAMCO granting to the Operator the exclusive right to operate the Facility in accordance with the terms of the Concession Agreement, the Operator shall pay to PAMCO monthly Rental Amounts (the “Rental Amounts”).

4.2. The Rental Amounts shall be paid at the per month rates specified in the Letter of Acceptance.

4.3. The Rental Amounts shall be payable in Pak Rupees on a quarterly basis at least 15 days in advance of the relevant quarter in accordance with the Payment Schedule, provided that the payment for the first quarter shall be made on the Effective Date. If a due date of payment under the Payment Schedule is not a Business Day, the relevant payment shall be made on the first Business Day next following the due date under the Payment Schedule.

4.4. Failing to pay the Rental Amounts on time shall be considered a material breach of the Concession Agreement. Without prejudice to the other rights and remedies available to PAMCO as a result of such material breach, the Operator shall, in the case of late payment, be liable to pay mark up/interest on the delayed amount at the then prevailing 3 month Karachi Interbank Offer Rate (KIBOR) ask side published by the State Bank of Pakistan, calculated from the day of default up till the time the entire outstanding amount has been received by PAMCO.

If any deduction or withholding is required by law to be made from any payment by the

Operator under this Agreement, the Operator shall pay to the relevant taxation or other

authorities within the period permitted by applicable law the full amount of the deduction or

withholding and provide PAMCO with relevant documentation to prove prompt payment of the

amount so paid within 5 working days of the payment being made.

4.5. The Operator agrees not to deduct or set-off any amount from the Rental Amounts or from other amounts due to PAMCO under the terms hereof regardless of any existing claim or counterclaim of the Operator and such amounts must be paid in their entirety on or before the relevant due date.

5. PERFORMANCE GUARANTEE

5.1. The Operator shall, for due and punctual performance of its obligations hereunder including but not limited to payment obligations, deliver to PAMCO, simultaneously with the execution of this Agreement, a guarantee from a scheduled bank or double AA rated insurance company acceptable to PAMCO in the form as set out in Schedule B to the Concession Agreement (the "Performance Guarantee”). The amount of the Performance Security shall be equal to three times the average monthly Rental Amount of the entire Term. If the Performance Security provided is from an insurance company and the rating of the said insurance company falls below AA at any time, the Performance Guarantee shall be immediately replaced by a fresh Performance Security issued by another AA rated insurance company.

5.2. The Operator shall ensure that the Performance Guarantee shall remain valid and effective from the date of its issuance until thirty (30) days following the expiry of the Term. Failure to do so shall be a material breach of the Concession Agreement.


P a g e |32

5.3. The proceeds of the encashment of the Performance Guarantee shall be payable to PAMCO as part compensation for any loss resulting from the Operator's breach of its obligations under the Concession Agreement. The Operator hereby irrevocably and unequivocally confirms and agrees that the proceeds of encashment of the Performance Guarantee represent a genuine pre-estimate of part of the loss and damage that PAMCO will suffer due to default by the Operator in the due, diligent, honest, proper and timely performance of the Operator’s obligations under the Concession Agreement, and not a penalty imposed on the Operator.

5.4. In the event of the encashment of the Performance Guarantee by PAMCO, PAMCO may without prejudice to any other rights available to it including the right to terminate the Concession Agreement, demand a fresh Performance Guarantee in which case the Operator shall immediately furnish to PAMCO fresh Performance Guarantee. The provisions set forth in this Clause 5 shall apply mutatis mutandis to such fresh Performance Guarantee.

6. OPERATION OF THE FACILITY

6.1. Operator’s Right to Operate the Facility: the Operator shall have the right to operate the Facility during the Term in accordance with the terms and conditions of the Concession Agreement.

6.2. Facility Inventory: Within three (3) days from the Effective Date, the Parties will undertake a joint survey of the Facility to prepare a detailed inventory of the Facility and the Site (the “Facility Inventory”), which shall be signed by the Parties and be deemed to be an integral part of the Concession Agreement.

6.3. Approved Works

6.3.1. In order to facilitate the operation of the Facility by the Operator, the Operator may, with prior written approval of PAMCO, undertake purely temporary minor works on the Site (“Approved Works”) such as partitioning of the existing office spaces in the Facility. All Approved Works shall be undertaken at the Operator’s own sole cost and expense.

6.3.2. Notwithstanding the prior written approval of the modifications by PAMCO in terms of Clause 6.3.1 above, the Operator shall remain, at all times, liable and responsible for the quality and workmanship of all works and materials pertaining to the Approved Works and shall indemnify (in accordance with Clause 13) PAMCO for any and all loss and damage arising from or due to any breach of this obligation.

6.3.3. Upon expiry of the Term or earlier termination of the Concession Agreement, PAMCO shall have the right, but not the obligation, to retain, some or all of the implemented Approved Works against payment of price to be mutually agreed between the Parties at the relevant time.

6.3.4. If PAMCO decides not to retain some or all of the implemented Approved Works, the Operator shall, at its own cost and expense, immediately remove the non-retained parts/materials from the Facility and the Site.

6.3.5. Subject to the foregoing, the Operator shall not, under any circumstances whatsoever, affect any changes, modifications, alterations or additions to the Facility or any parts thereof.


P a g e |33

6.4. Standard Operating Procedures

6.4.1. Parties agree that the Facility shall be operated strictly in accordance with the SOPs.

6.4.2. Either Party may propose an amendment/modification in the SOPs by a written request to that effect along with technical and/or financial reasons/justifications for the proposed amendment/modification. If mutually acceptable such amendment/modification will be recorded in writing signed by the Parties and thereupon shall be deemed to be an integral part of the Concession Agreement.

6.4.3. Failure by the Operator to follow the SOPs shall be a material breach of the Operator’s obligations.

6.5. Vehicles: The Operator shall arrange for its own vehicles, machinery and equipment for the transport of goods, to, from and within the Facility.

6.6. Utilities:

6.6.1. The Facility is equipped with the following utilities connections obtained from CAA: (a) electricity; and (b) water (hereinafter collectively referred to as the “Utilities”).

6.6.2. The bills for the use of Utilities (“Utilities Bills”) are issued by CAA to PAMCO on a monthly basis. It is agreed that during the Term, the Operator shall be responsible to fully pay off/discharge all Utilities Bills. The Operator shall immediately furnish copies of duly paid Utilities Bills to PAMCO.

6.6.3. Operator may, with prior written approval of PAMCO, apply for and install utilities connections (other than the Utilities) such as telephone connections at the Facility/Site. Operator shall be fully responsible and liable for all expenses pertaining to the application for and the installation of all such utilities connections and shall promptly pay all utilities bills/charges pertaining to the same. Subject to the foregoing, PAMCO will, without assumption of responsibility, provide necessary assistance to the Operator to apply for such utilities’ connections.

6.7. Claims of Labor etc. The Operator shall promptly pay and completely satisfy all claims for labour, equipment, rentals and material employed or used by the Operator in connection with any and all work performed under the Concession Agreement when those claims become due and payable.

6.8. Use of Facility

6.8.1. The Operator undertakes and agrees that the Facility shall be used and operated by it solely as a cold store and for the provision of Allied Services to its customers in accordance with and subject to the terms of the Concession Agreement.

6.8.2. For the purposes of the Concession Agreement, ‘Allied Services’ means (a) transport of goods stored/intended to be stored (under concluded/executed binding legal arrangements) in the Facility; (b) customs clearance for such goods; and, (c) freight management for such goods.

6.8.3. Parties agree that personnel of Operator’s customers whose goods are stored/intended to be stored (under concluded/executed binding legal arrangements) in the Facility, may be allowed by PAMCO to temporarily use the


P a g e |34

office space of the Operator for the purpose of monitoring their respective goods. For this purpose, Operator will provide all necessary information documents pertaining to such customer(s) and personnel as PAMCO may reasonably require. Operator will be fully responsible and liable for all acts and omissions of such personnel.

6.9. Security Arrangements

6.9.1. The Operator shall be responsible for the security arrangements for the Facility and the Site during the Term.

6.9.2. The Operator shall ensure that it complies with all instructions lawfully issued by the CAA from time to time pertaining to the security arrangements for the Facility and the Site.

6.10. Operator’s customers

6.10.1. Parties agree that PAMCO shall not in any way be responsible or liable to the Operator and/or its customers for any direct or indirect loss or damage suffered by them during the operation of the Facility by the Operator under the Concession Agreement. Operator shall ensure that appropriate disclosures to this effect are made to all its customers and clear and unambiguous provisions to this effect are inserted in its contracts/agreements with such customers.

6.10.2. Unless otherwise required under law, PAMCO will not confiscate any goods belonging to the Operator’s customers stored in the Facility.

7. MAINTENANCE OF THE FACILITY

7.1. Maintenance and Maintenance Schedule

7.1.1. Subject to the terms of Clause 8 below, the Operator shall be responsible for the maintenance of the Facility during the Term in accordance with the Maintenance Schedule.

7.1.2. The Operator shall, in consultation with PAMCO, formulate a maintenance schedule for the Facility and submit the same for PAMCO’s approval within thirty (30) days of the Effective Date. The mutually agreed maintenance schedule (“Maintenance Schedule”) shall be signed by the Parties and shall be deemed to form an integral part of the Concession Agreement.

7.1.3. If the Operator fails to maintain the Facility in accordance with the Maintenance Schedule, PAMCO may, without prejudice to Operator’s continuing obligation regarding maintenance hereunder, notify the Operator of such breach. If the Operator fails to cure the breach within seven (7) days of such notice, PAMCO may, undertake necessary maintenance activities at the cost and expense of the Operator.

7.1.4. The Parties agree that either Party may from time to time propose changes/modifications to the Maintenance Schedule on the basis of written justifications for such proposed changes. If mutually agreed in writing such changes may be incorporated into the Maintenance Schedule.

7.2. Technical Audit: PAMCO shall have the continued right to undertake technical audit(s) of the Facility and any parts thereof to, among other thing, ensure that the Facility is operated and


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maintained in accordance with the terms of the Concession Agreement. In this regard, PAMCO may at its own cost and expenses appoint technical experts/consultants. The Operator shall provide all necessary assistance and co-operation to PAMCO (and its representatives/consultants) to undertake such technical audit(s). Such assistance and co-operation shall include complete access to records/logs pertaining to infrastructure of the Facility, which shall be carried out within reasonable business hours.

7.3. Replacement of parts: If in PAMCO’s opinion any loss/damage to the Facility or any parts thereof is attributable to the negligence or intentional wrong-doing by the Operator, its Affiliates, employees, agents, representatives or customers, Operator shall, replace at the Operator’s own sole cost and expense, the damaged parts of the Facility with appropriate new parts from the same manufacturer or, in the absence or non-availability thereof, with new parts of similar specification and quality. Such replacement shall be completed to PAMCO’s satisfaction within 60 days of PAMCO first written request to this effect. This provision shall survive the expiry or termination of the Concession Agreement.

8. WARRANTY

8.1. PAMCO shall have the continued right to seek enforcement of warranty for the Facility and all parts thereof (excluding any items installed by the Operator as part of the Approved Works) from the relevant warranty parties in accordance with the respective warranty terms and conditions.

8.2. The Operator shall immediately inform PAMCO in writing about any defect, damage or loss in/to the Facility or any parts thereof requiring rectification under the relevant warranty from the relevant warranty party.

8.3. If due to negligence or intentional wrongdoing of the Operator, PAMCO is unable or rendered unable to seek effective enforcement of the warranty from the relevant warranting party, then the Operator shall fully indemnify PAMCO to the full extent of all loss and damage that PAMCO may suffer on this account.

9. INSURANCE

9.1. The Operator shall be solely liable and responsible (at its own cost and expense) for obtaining and maintaining comprehensive insurance cover for all persons, machinery, equipment and items brought onto the Site and the Facility by the Operator and/or its customers.

The Operator shall arrange for such insurance cover within [30] days of the Effective Date from

reputable insurance company (ies) in Pakistan and provide copies of such insurance policies to

PAMCO within [10] days of obtaining the same.

9.2. Subject to Clause 9.1, PAMCO will maintain comprehensive insurance cover for the Facility in accordance with the terms approved from time to time by PAMCO’s board of directors.

10. COMPLIANCE WITH LAWS

10.1. Operator shall be and remain fully responsible for compliance with applicable laws of Pakistan and all other relevant jurisdictions.

10.2. Without prejudice to the generality of the foregoing, the Operator shall ensure that it is in full compliance with all applicable labour laws. The Operator acknowledges that all labour,


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employees, personnel and staff of the Operator will be the sole responsibility of the Operator and PAMCO will not be responsible for any employee or related obligation of such persons, whether statutory or contractual.

10.3. Operator shall comply with all lawful policies, procedures, rules and regulations of CAA, including, but not limited to, those regarding access to the Site by any persons or vehicles.

11. SAFETY, HEALTH, ENVIRONMENT, ALCOHOL AND DRUG POLICY ETC.

11.1. The Operator shall be responsible for safety related to and during the operation and maintenance of the Facility and the Site and shall take reasonable measures to ensure that it provides and maintains a safe working environment and properly protect (i) all persons at the Facility and the Site from risk of injury and danger to health, and (ii) property from damage or loss.

11.2. Operator shall not permit a hazardous, unsafe, or environmentally unsound condition or activity over which it has control to be conducted at the Facility. If Operator becomes aware of any such hazardous, unsafe, or environmentally unsound condition or activity at the work site, it shall promptly take reasonable steps to eliminate, terminate, abate or rectify the condition or activity and notify PAMCO. If PAMCO becomes aware of any such condition or activity prior to notice from Operator regarding the same, it shall promptly notify Operator of the said condition and/or activity.

11.3. Operator shall ensure that tools, vehicles, temporary facilities and other items used in operation of the Facility, which are provided by Operator, are safe and capable of safely performing the functions for which they are ordinarily employed.

11.4. Operator shall keep the Site clear of scrap materials and rubbish caused by the operation and maintenance of the Facility and promptly upon expiry of the Term, leave the Facility and the Site, reasonably clean and ready for use.

11.5. PAMCO shall have the right, but not the obligation, to inspect at all times the Facility, the Site and appropriate records of the Operator at reasonable business hours with at least twenty-four (24) hours notice to ascertain the Operator’s compliance with the safety, health and environmental requirements of the Concession Agreement and applicable laws; however, neither the existence nor exercise of such right shall relieve Operator of its responsibility for monitoring its own and its compliance with the safety, health and environmental requirements of the Concession Agreement and applicable laws.

11.6. Operator shall ensure that its employees shall not perform any work while under the influence of alcohol or any contraband substance. Operator shall ensure that it or its employees shall not receive, store, hold, transport, use, possess, distribute or sell alcoholic beverages, illicit or un-prescribed controlled drugs, drug paraphernalia, or misuse legitimate prescription drugs while on the Facility and the Site.

11.7. Operator shall remove any of its employees from performing their work any time there is reasonable suspicion of alcohol or drug use, possession, or any time an incident occurs where drug or alcohol use could have been a contributing factor. PAMCO has the right to require Operator to remove its personnel/employees performing Services, from performing work at the Facility at any time upon a reasonable suspicion of alcohol or drug use. In such cases, the Operator’s employee may only be considered for returning to work at the Facility, after the Operator certifies as a result of an alcohol and drug for-cause test, conducted promptly following removal that such employee was in compliance with the Concession Agreement.


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Operator shall not use an employee to perform work at the Facility who either refuses to take, or tests positive in, any alcohol or drug test.

11.8. For the purposes of Clause 11, the expression ‘employee’ shall include persons engaged under any legal arrangement for performing any type of work for the Operator or its customers, on the Facility and the Site.

12. TAXES, DUTIES Etc. Operator shall be liable for the timely payment for all taxes, duties, charges, fees, cess, dues, rates and penalties, by whatever name called, related to its business activities including, but not limited to, its operation of the Facility under the Concession Agreement and all activities ancillary and related thereto.

13. REPRESENTATIONS AND WARRANTIES

13.1. The Operator hereby represents and warrants to PAMCO as follows:

13.1.1. Operator is validly existing and carrying on its business under the laws of Pakistan.

13.1.2. Operator has the power and authority under its constitutive documents to enter into and perform the Concession Agreement and the transactions contemplated hereby, and its entry into and performance of the Concession Agreement and the transactions contemplated by it does not constitute a breach of any obligation or default of its constitutive documents and/or any agreement/contract by which it is bound.

13.1.3. Operator has sufficient experience, technical know-how, resources, etc., necessary for the performance of its obligations under the Concession Agreement.

13.1.4. The execution and delivery of the Concession Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other proceedings on part of any person are necessary to authorize the Concession Agreement or to consummate the transactions contemplated hereby.

13.1.5. To the Operator’s knowledge, the Operator is in complete compliance with all permits/licenses, including temporary permits/licenses, to manufacture, sell, supply and/or operate; and is in complete compliance with all laws, rules and regulations of federal, state or local entities which may have jurisdiction over the Operator such that any failure of compliance will not have an adverse effect on the Operator’s ability to enter, execute, deliver or consummate the Concession Agreement.

13.1.6. That there are no proceedings pending, or threatened, (i) for its dissolution or bankruptcy; or (ii) that could adversely affect the performance of its respective obligations under the Concession Agreement or the transactions contemplated hereby.

13.1.7. The execution, delivery and performance of the Concession Agreement and the transactions contemplated herein, do not constitute a violation of any applicable law of Pakistan and/or any of the agreement/understandings which any or each of the Parties are bound by.

13.1.8. No representation or warranty by the Operator in the Concession Agreement, nor any statement or certificate furnished or to be furnished by or on behalf of the Operator pursuant to the Concession Agreement, nor any document or certificate


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delivered to PAMCO prior or pursuant to the Concession Agreement, or in connection with the transaction contemplated herein, contains or shall contain any false statement of material fact or omits or shall omit a material fact necessary to make the statement contained therein not misleading.

13.1.9. Operator shall not raise, assert or claim any rights to the Facility other than those rights granted herein.

13.1.10. Operator shall not create, allow or suffer the creation of any encumbrance including a lien (including statutory lien), pledge, mortgage, charge, hypothecation, security interest or other security arrangement or interest including assignment by way of security and title retention arrangements in/on/over/to (i) the Facility or any parts thereof; (ii) the Site or any parts thereof; (iii) any other properties/assets/rights/interests of PAMCO; and/or (iv) any of the Operator’s rights under the Concession Agreement.

13.1.11. Operator shall not act or fail to act in any manner which may result in prejudicing PAMCO’s rights and interests under the Lease Deed.

13.1.12. Operator shall not assign or transfer or attempt to assign transfer in any manner whatsoever, any of its rights under the Concession Agreement.

13.1.13. Operator or its employees/agents/representatives shall not, without prior written consent of PAMCO, hold itself/themselves out to be agent(s) or representative(s) of PAMCO.

13.1.14. Operator shall immediately notify PAMCO in writing of any change of its constitution, ownership or control, through, among other means, mergers, amalgamations, de-mergers, schemes of arrangement, takeovers, securities acquisitions and divestments, sale of substantial assets. Such notification shall contain all material details/particulars necessary to enable PAMCO to exercise its right under Clause 16.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. Parties agree that the Concession Agreement is neither intended to nor does it constitute any assignment, transfer or license of any intellectual property rights of PAMCO, whether registered or not.

14.2. Operator shall not, without the prior written consent of PAMCO, use any intellectual property rights of PAMCO, for any purpose whatsoever.

14.3. Subject to Clauses 14.1 and 14.2 above, the Facility shall continue to be labeled and described as the property of PAMCO and plainly visible sign boards existing at the Site on the Effective Date shall remain in place throughout the Term.

14.4. Subject to the foregoing, the Operator may advertise itself as the operator of the Facility. The Operator shall have the right to display at prominent places its own logo and signs at its sole discretion.

15. FORCE MAJEURE

15.1. Either Party shall be excused from the performance or punctual performance of any of its obligations under the Concession Agreement and such obligations shall be extended by a period reasonable under the circumstances if the performance thereof is prevented or delayed


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by industrial disputes or any cause beyond the affected Party's reasonable control which, without in any way limiting the generality of the foregoing, shall include acts of God, riots, wars, accidents, embargo or requisition, acts of government or governmental authorities and regulatory bodies. Force majeure shall not include insufficiency of funds or failure to make payment under this Agreement.

15.2. In case of force majeure, the affected Party shall promptly notify the other Party in writing and furnish all relevant information thereto.

15.3. If an event of force majeure prevents only partially the performance of either Party’s obligations under the Concession Agreement, such Party shall remain liable for the performance of its obligations not affected by the event of force majeure.

15.4. In the event the Operator is unable to perform its obligations under the Concession Agreement because of an event of force majeure, Operator may apply to PAMCO for termination of the Concession Agreement. If PAMCO accepts such application, the Concession Agreement may be so terminated, subject to Clause 15.6 below.

15.5. Should a cause of force majeure continue for more than six (6) months, PAMCO shall have the right to terminate the Concession Agreement, subject to Clause 15.6 below.

15.6. In the event of the Concession Agreement being terminated by either Party pursuant to this Clause, the Rental Amounts already paid to PAMCO up to the date of termination representing the Rental Amounts for up to the date of termination shall be retained by PAMCO for its use and benefit. The Rental Amounts already paid to PAMCO up to the date of termination representing the Rental Amounts from the date of termination to the end of the quarter of that payment cycle shall be returned to Operator.

16. TERM AND TERMINATION

16.1. Term

16.1.1. The Concession Agreement shall become valid and effective on the Effective Date and shall continue to remain in force for a period of three (3) consecutive years therefrom (the “Term”).

16.1.2. Upon expiry of the Term, the license may be renewed, in the sole discretion of PAMCO, subject to compliance with applicable laws, for a further term upon such terms and conditions as the Parties may mutually agree.

16.2. Termination

16.2.1. Without prejudice to any other rights or remedies to which it may be entitled, PAMCO may terminate the Concession Agreement forthwith by giving seven (7) days notice in writing upon the occurrence of any of the following events, if:

16.2.1.1. the Operator has committed a material breach of any of its obligations and duties under the Concession Agreement;

16.2.1.2. any or all of the materials representations and warranties as stated in Clause 13.1 (13.1.1.) to (13.1.14.) are false and/or incorrect;

16.2.1.3. any change of/in Operator’s constitution, ownership or control, through, among other means, mergers, amalgamations, de-mergers, schemes of


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arrangement, takeovers, securities acquisitions and divestments, sale of substantial assets etc, is in PAMCO’s reasonable opinion, prejudicial to the national security or public interest of Pakistan.

16.2.1.4. the Operator shall have a receiver or administrator appointed or shall pass a resolution for winding up or a court of competent jurisdiction shall make an order to that effect or if the Operator shall become subject to an administrative order or shall enter into voluntary arrangements with its creditors or shall cease or threaten to cease to carry on business;

16.2.1.5. The Lease is terminated or revoked in accordance with the terms of the Lease Deed.

16.2.2. Either Party shall have the right to terminate the Concession Agreement without cause by giving 90 days written notice to the other. Provided that during such notice period the both Parties shall be bound to meet their obligations hereunder, including payment obligations.

16.3. Consequences of Termination

16.3.1. In the event of termination:

16.3.1.1. all of the Operator’s rights under the Concession Agreement shall immediately cease.

16.3.1.2. without prejudice to any other rights and remedies that it may have under the Concession Agreement or at law,

16.3.1.2.1. in case of termination due to Operator’s default under Clause 16.2.1, PAMCO shall have the right to retain all amounts already received by it on account of Rental Amounts;

16.3.1.2.2. in case of termination under Clause 16.2.2, PAMCO shall have the right to retain the part of Rental Amounts already paid to PAMCO up to the date of termination, while the part of Rental Amounts for the period from the day after the date of termination to the end of the quarter of that payment cycle shall be returned to Operator.

16.3.1.2.3. Operator shall, subject to Clause 6.3.3, remove all of its personnel and materials, under PAMCO’s supervision within a reasonable time period not exceeding thirty (30) days; and

16.3.1.2.4. PAMCO shall have no obligations, financial or otherwise, towards the Operator.

17. INDEMNITY AND LIMITATION OF LIABILITY

The Parties shall indemnify and hold each other and their respective members/shareholders,

officers, employees, agents and representatives indemnified from any loss or damage to person

and or property, arising from or due to any breach of their respective obligations, duties,

representations and warranties hereunder.


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Notwithstanding anything to the contrary elsewhere contained in this or any other Concession

Agreement between the Parties, neither Party shall, in any event, be liable for any indirect or

speculative or consequential or penal damages, including, but not limited to, any loss of use,

business interruptions, and loss of income or profits.

In no circumstances shall the liability of PAMCO to the Operator for breach of the terms of the

Concession Agreement or for negligence or for any other legal claim relating to the Concession

Agreement exceed the total amount of Rental Amounts received by PAMCO from the Operator

under the terms hereof.

PAMCO (but not the Operator) shall have the right to bring an action seeking injunctive or other

equitable relief before the Courts of competent jurisdiction if it believes that damages may not

be an adequate remedy for any breach by the Operator of this Agreement. The Operator

acknowledges that damages would be an adequate remedy for it in case of any breach of this

Agreement by PAMCO.

The Operator acknowledges that prior to the execution of this Agreement, the Operator has

after a complete and careful examination made an independent evaluation of the Facility and

all the information provided by PAMCO, and has determined to the Operator's satisfaction the

nature and extent of such difficulties, risks and hazards as are likely to arise or may be faced by

the Operator in the course of performance of its obligations under the Concession Agreement.

The Operator further acknowledges that PAMCO has not made any representation, warranty or

guarantee regarding the quantum of revenue that will be earned from the Facility.

The Operator further acknowledges and hereby accepts the risk of inadequacy, mistake or error

in or relating to any of the information provided to the Operator in good faith and confirms that

PAMCO shall not be liable for the same in any manner whatsoever to the Operator.

18. WAIVER, CUMULATIVE RIGHTS AND REMEDIES

18.1. Failure of either Party to insist upon strict performance by the other Party of any provision of the Concession Agreement shall in no way be deemed or construed to affect in any way the right of that Party to require such performance.

18.2. No waiver shall be effective unless made in writing signed by the relevant Party.

18.3. No right or remedy conferred upon or reserved to either Party by the Concession Agreement is intended to be or shall be deemed to be exclusive of any other right or remedy herein or by law or equity provided or permitted, but each such right or remedy shall be cumulative of every other right or remedy.

19. INVALIDITY AND SEVERANCE

Should any provision of the Concession Agreement be found to be invalid, illegal or

unenforceable under the laws of any relevant jurisdiction, the invalid or unenforceable

provision shall be given no effect but the remaining provisions of the Concession Agreement

shall remain in full force and effect. The Parties shall forthwith enter into good faith

negotiations to amend the Concession Agreement so that the invalid, illegal or unenforceable


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provision is replaced by a valid, legal, and enforceable provision, which conforms, to the extent

possible, to the intended purpose of the former provision.

20. NOVATION AND ASSIGNMENT

20.1. The Operator shall not assign or transfer in whole or in part, any of its rights or obligations to perform under the Concession Agreement.

20.2. PAMCO shall have the right to assign or transfer its rights under the Concession Agreement to third parties of its choice.

20.3. Parties agree that PAMCO may require the Operator to enter into novation agreements to novate PAMCO’s rights and obligations under the Concession Agreement in favor of third parties of PAMCO’s choice, including PAMCO’s Affiliates.

21. ENTIRE AGREEMENT

The Concession Agreement supersedes all prior contract(s), arrangement(s) and

understanding(s) between the Parties and constitutes the entire Concession Agreement

between the Parties relating to the subject matter hereof.

22. DISPUTE RESOLUTION

22.1. PAMCO and the Operator shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the Concession Agreement.

22.2. If, after twenty-eight (28) days, from the commencement of such informal negotiations, PAMCO and the Operator have been unable to resolve amicably a Concession Agreement dispute, either Party may refer for resolution by arbitration under the Arbitration Act 1940, as amended. Arbitration shall be conducted by three arbitrators, one nominated by each Party and the third umpire nominated by the two designated arbitrators. The place for arbitration shall be Lahore, Pakistan. The award shall be final and binding on the Parties.

23. CONFIDENTIALITY

23.1. Each Party shall use its best efforts to hold all documents and information related to the Concession Agreement in strictest confidence, unless:

23.1.1. required to disclose such information by judicial or administrative process or otherwise in accordance with any law applicable to the disclosing Party;

23.1.2. disclosed to its legal, financial and/or technical advisors provided that prior to making such disclosure, the disclosing Party obtains an appropriate confidentiality undertaking regarding such documentation or information from the person to whom such information is to be disclosed; or

23.1.3. disclosed in a legal action or proceeding brought by either Party in pursuit of its rights or in exercise of its remedies.

23.2. This obligation of confidentiality shall survive the expiry or termination of the Concession Agreement.


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24. NOTICES

All certificates, notices, instructions or orders to be given to either Party by the other under the

terms of the Concession Agreement, shall be served by sending the same by registered post, or

facsimile transmission to or leaving the same at the other Party’s address specified in the

Concession Agreement, or such other address(es) as the Parties may notify to each other in

writing, from time to time.

Address:

Fax:

Attention:

Address:

Fax:

Attention:

25. GOVERNING LAW

The construction, performance, validity, enforcement and all matters relating to the

interpretation of the Concession Agreement shall be governed by the law of the Islamic

Republic of Pakistan, and Courts in Lahore, Pakistan shall exclusive jurisdiction in this regard.

26. COPIES OF CONCESSION AGREEMENT

This Concession Agreement has been duly signed by the Parties in two (2) originals and the

Parties have taken one (1) each.


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SCHEDULE - B

FORM OF PERFORMANCE GUARANTEE

To

The Chief Executive

Punjab Agriculture and Meat Company

18 Km Multan Road

Lahore

Dear Sir:

1. At the request of ___________________________ (the “Operator”), a company incorporated under the laws of ________________, having its place of business at ________________ and in consideration of you, Punjab Agriculture and Meat Company (“PAMCO”), having entered into or agreeing to enter into a contract with the Operator concerning the grant of rights to operate PAMCO’s Cold Store Facility located at Allama Iqbal International Airport, Lahore (the “Contract”), we, ______________ (the “Bank”) do hereby irrevocably bind ourselves and unconditionally undertake and agree to pay forthwith to PAMCO on first written demand by PAMCO and without prior recourse to the Operator such sum or sums not exceeding (in aggregate) Rs. _________ (Pak Rupees ________ only) as may be demanded by PAMCO. Such first written demand of PAMCO shall only be required to state that the Operator has failed to comply with or fulfill its obligations, covenants, assurances, liabilities, warranties, indemnities, representations, guarantees and/or responsibilities under the Contract.

2. It is specifically agreed by the Bank that any such demand made hereunder by PAMCO shall be conclusive evidence of the Operator's non-compliance or non-fulfillment of its obligations, covenants, assurances, liabilities, warranties, indemnities, representations, guarantees and/or responsibilities under the Contract and the Bank shall not require any further evidence.

3. This Guarantee shall come into force on ____ and shall remain in full force, operative, effective and binding upon us for the period up to _____________, unless extended in writing by the Bank.

4. The Bank’s liability to PAMCO hereunder shall be that of a principal debtor and PAMCO may, at its option, treat the Bank as primarily liable, as sole, original and independent obligor or principal debtor in the first instance, for the aforesaid amount or part thereof which may at any time be due and payable by the Bank to PAMCO in terms of this Guarantee.

5. The Bank’s obligations as set out herein shall be continuing obligations and shall not be modified or impaired upon the happening, from time to time, without our assent or otherwise, of any event, including but not limited to the following: i) any time given, indulgence or forbearance shown by PAMCO under the Contract

or under this Guarantee;


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ii) PAMCO agreeing with the Operator to any variation or departure or amendment of or from the Contract;

iii) the novation and/or assignment of the Contract or any part thereof, by PAMCO and/or Operator, in favor of/to any third parties;

iv) the Operator entering, at PAMCO’s request or otherwise, into any contracts, agreements, or understandings with any third parties regarding the performance of any or all of Operator’s obligations, covenants, assurances, liabilities, warranties, indemnities, representations, guarantees and/or responsibilities under the Contract;

v) The failure, omission or delay by PAMCO to enforce, ascertain, or exercise any right, power or remedy under or pursuant to the terms of the Contract or this Guarantee;

vi) The bankruptcy, insolvency or other failure or financial disability of PAMCO or the Operator;

vii) Any failure of PAMCO or Operator to comply with the requirements of any law, regulation or order;

viii) The winding up, administration, dissolution, merger or amalgamation or bifurcation with or into other entities, reorganization or any other alteration, change in constitution, status, function, legal structure, control or ownership, constitution or corporate identity of PAMCO or Operator;

ix) Any legal limitation or incapacity relating to PAMCO or Operator; x) Any other act or omission of PAMCO or Operator or any other circumstances or

events which would otherwise discharge, impair or otherwise affect any of the Bank’s obligations contained in this Guarantee or any of the rights, powers or remedies conferred upon PAMCO by the Contract.

6. The Bank’s liabilities and obligations under this Guarantee shall not be impaired by the Contract being or becoming invalid, void or unenforceable or by any breach, frustration or non-fulfillment of the Contract or by any matter or claim by any person, in respect thereof, or in the event that any claim by PAMCO against the Operator is disputed or contested or referred for settlement to mediation and/or to arbitration or any other dispute resolution forum.

7. Demands under this Guarantee may be made from time to time in accordance with its terms.

8. No delay or failure to exercise any right or remedy under this Guarantee by PAMCO shall constitute a waiver of such right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or of any other right or remedy. No waiver by PAMCO shall be valid unless made in writing.

9. The rights and remedies of PAMCO under this Guarantee are cumulative and not exclusive of any right or remedy available to it under law.

10. No set-off, counter claim, reduction, or diminution of any obligation that the Bank has or may have against PAMCO shall be available to the Bank against PAMCO in connection with any of the Bank’s obligations to PAMCO under this Guarantee. The Bank shall make all payments under this Guarantee in full, without set-off or counter claim and free and clear of any deductions or withholdings in immediately available, freely transferable, cleared funds for value on the due date to PAMCO, provided that if the Bank is required to make any deduction or withholding from such payments under applicable law, the Bank shall pay to the PAMCO such additional amount(s) necessary to ensure that


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PAMCO receives an amount equal to the amount which it would have received had no such deduction or withholding been made.

11. This Guarantee shall be binding upon and inure to the benefit of PAMCO and the Bank and to their respective successors and assigns, provided that the Bank shall not assign or transfer all or any of its rights, benefits and obligations under this Guarantee except with the prior written consent of PAMCO. PAMCO shall be free to assign its rights, benefits and obligations under this Guarantee without permission of the Bank.

12. No payment to PAMCO under this Guarantee pursuant to any decree, judgment or order of any court or otherwise shall operate to discharge the Bank’s obligations in respect of which it was made unless and until payment in full shall have been received by PAMCO.

13. If one or more of the provisions of this Guarantee is held or found to be invalid, illegal, or unenforceable for any reason whatsoever, in any respect, any such invalidity, illegality, or unenforceability of any provision shall not affect the validity of the remaining provisions of this Guarantee.

14. This Guarantee shall remain valid until ____________ [same date as in Clause 3], unless extended in writing by the Bank. Notwithstanding anything herein contained, the Bank’s aggregate liability under this Guarantee shall not exceed Rs.___________ (Pak Rupees__________________) and all claims hereunder must be filed with the Bank on or before the expiry of the validity period or the extended validity period, as aforesaid.

15. The Bank hereby declares and confirms that under its constitution and applicable laws and regulations, it has necessary power and authority, and all necessary authorizations, approval and consent there under to enter into, execute, deliver and perform the obligations it has undertaken under this Guarantee, which obligations are valid and legally binding on and enforceable against the Bank. Further, that the signatory(ies) to this Guarantee is/are its duly authorized officers.

16. This Guarantee cannot be amended, modified or revoked without prior written permission of PAMCO.

17. This Guarantee shall be governed by the laws of Pakistan.

Yours faithfully

For and on Behalf of

_________________________

(The Bank)

Witnesses:

1. ____________________ 2. ____________________


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SCHEDULE-C

LAHORE AIRPORT COLD STORE SPECIFICATIONS

Modular facility capable of being converted to different temperatures and products.

Seven Chambers, each with independent temperature control ranging from -18 C + 30 C.

Equipped with a blast chilling capability.

Non-bonded so that it can be used as a regular warehouse for Lahore city.

Refrigerated dock to ensure thermal integrity of stored product and provide space for

consolidation of product intended for air transportation.

Single storey building with cold room height of 13’.6” giving a gross storage space of

about 47,000 cubic feet.

Product handling mechanized to the maximum possible extent so that the facility can

rapidly store and deliver product.

The room mix in terms of freezers and coolers is flexible and it is possible to convert

cooler space intro freezer space and vice versa.

The structural system for the building is external support structure so that structural

members are not exposed to freezing and the resultant complications.

Prefabricated insulated panels for the cold rooms.

Insulated panels of 170mm thickness to permit any of the rooms to be used as freezers

and to reduce energy consumption and consequently operating cost.

The refrigeration system is a direct refrigeration system based on R404A in view of the

size of the facility.

Freon based technology.


P a g e |48

VOLUME AND AREA

The Allocation of the space on the given site of 2000 square yards is calculated as

follows:-

TOTAL AREA 18000 sq ft

Building Ground Floor

Refrigerated Truck Dock 1472 sq ft

Blast Chiller 420 sq ft

Refrigerated Corridor 700 sq ft

Cooler Freezer Space 3576 sq ft

TOTAL (footprint) 6188 sq ft

Building Mezzanine Floor

Admin Offices 2400 sq ft

External Services Block 2960 sq ft

Gate Office 500 sq ft

TOTAL 5860 sq ft

GRAND TOTAL CONSTRUCTED AREA 12,048 sq ft

Open Area

Area for truck parking, manevering etc 5,308 sq ft

Area surrounding Biulding 3,362 sq ft


P a g e |49

Schedule D

Payment Schedule

Years Quarters Rental in PKR

1st

Yea

r

1

2

3

4

2n

d Y

ear

1

2

3

4

3rd

Yea

r

1

2

3

4


P a g e |50

Schedule-E

Dated:

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

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

Subject: LETTER OF ACCEPTANCE

Dear Sir

We are writing with reference to your bid for the award of three years license to operate

PAMCO’s Cold Cargo Center located at Allama Iqbal International Airport Lahore. Pursuant to

the approval of competent authority we are pleased to accept your bid for three years license

at your quoted fee as under:

Year 1 Rs. ---------- (in word) annual. Quarterly Rs. ---------- (in words)

Year 2 Rs. ---------- (in word) annual. Quarterly Rs. ---------- (in words)

Year3 Rs. ---------- (in word) annual. Quarterly Rs. ---------- (in words)

2. In this regard yoy are required to undertake following steps by -----------------:

a. Furnish an unconditional and irrevocable bank guarantee from first class

scheduled bank for sum of Rs. ---------- in the prescribed form within 15 days of receipt

of this letter;

b. Execute the contract with PAMCO on non-judicial stamp paper.

3. Until execution of the contract this letter shall govern the contractual relationship

between PAMCO and M/S. --------------- provided that you will only be allowed to commence

and undertake operations of Cold Cargo Centre after fulfillment of requirements set forth in

para 2 above and in the contract.

4. We wish you the best of luck in your business endeavors and look forward to a mutually

beneficial relationship.

Yours sincerely

Chief Executive Officer

Punjab Agriculture & Meat Company