Ungheni-Chisinau Natural Gas Pipeline - Review and Enhancement of the Legal and Regulatory Framework enabling Legal and Functional Unbundling in the Gas Sector (Молдова - Тендер #962562)

Moldova

Natural resources

67127

EBSF - EBRD Shareholder Special Fund

Consultancy Services

Invitation for expressions of interest (CSU)

05 Jan 2017

06 Feb 2017 at 23:59 London

Project Description: The European Bank for Reconstruction and Development (the "EBRD", the "Bank") is considering providing Technical Assistance ("TA") to the Government of Moldova (the "GoM") with the undertaking of a review of the legislative and regulatory framework governing the gas sector in Moldova, as well as with the development of a detailed Corporate Governance Action Plan Framework (the "CGAPF") for the key companies operating in the gas sector (the "Gas Companies"), hereinafter (the "Project"). The Project is going to be undertaken by a team of international and local legal and regulatory consultants (the "Consultant").

The implementation of legal and functional unbundling of the Gas Companies is envisaged in Law No108 of 27 May 2016 on Natural Gas and Third Energy Package. Establishing a corporate governance framework for the Gas Companies is seen as a key milestone to effective unbundling in the sector.

As part of the investment project (that is the construction and operation of Ungheni Chisinau gas pipeline by VMTG) the Energy Sector Reform Action Plan ("EnerSAP") was agreed between the GoM, Energy Community Secretariat, EBRD and EIB. According to EnerSAP, the Ministry of Economy would aim to achieve legal and functional unbundling in the gas sector and establish a corporate governance framework for the Gas Companies by 30 September 2017 and 31 December 2017 respectively. The Consultant will identify risks and weaknesses of the existing legal and regulatory framework that should be tackled with appropriate legal amendments and actions in order to facilitate functional unbundling and maximise the effectiveness of the corporate governance for the Gas Companies. Based on the findings of the legal and regulatory review, a CGAPF will be developed and agreed with the Ministry of Economy.

The CGAPF will provide recommendations to tackle the weaknesses found and propose legislative and regulatory amendments, which will strengthen the corporate governance practices of the Gas Companies and identify a target corporate structure (the "Target Corporate Structure") conforming to best corporate governance practices and international standards (in particular the G20/OECD Principles of Corporate Governance, the OECD Guidelines on Corporate Governance for State-Owned Enterprises, the Energy Community legal framework applicable to countries signatories to the Treaty, including the 3rd Energy Package, and the EU-Moldova Association Agreement) while taking into account the particularities of the local legal/institutional setting and the feedback of local stakeholders.

Assignment Description: The Bank now intends to engage a consulting firm or group of firms (the "Consultant") to provide the EBRD, the Ministry of Energy ("MoE") (in its function as shareholder and policy-maker) and other state authorities overseeing the sector, with detailed, timely and specialized policy and legal advice. The Consultant shall undertake a detailed legal review, provide a list of recommendations for legal and regulatory amendments and develop a CGAPF ensuring that the proposed recommendations and CGAPF conform with the requirements of the 3rd Energy Package (in particular EU Directive 2009/73/EC) and other best practices and international standards.

The Consultant shall undertake the specific tasks outlined below:

1. Legal Review

(i) map and analyse the legislative and regulatory framework (including laws and secondary legislation) regulating the gas sector and corporate documentation (e.g., the charter, by-laws, terms of references, internal regulations, policies and codes if available publicly) governing the corporate governance structure, processes and practices of the gas system operators in Moldova;

(ii) benchmark the legislative and regulatory framework with the best regulatory practices mentioned above; and

(iii) outline the provisions, documents and acts that should be amended, harmonised, simplified, cancelled or drafted in order to align them with the referred standards.

2. Legal Report

On the basis of the Legal Review, the Consultant shall prepare a report (the "Legal Report") detailing the proposed legislative and regulatory amendments to the existing legislation aimed at facilitating legal and functional unbundling of the gas sector in view of Energy Community acquis and relevant international best practices. The Legal Report shall include a Road Map on proposed unbundling of the sector, as agreed with the Government of Moldova, EBRD and Energy Community.

3. Legal and Regulatory Recommendations

Based on the feedback received on the Legal Report, the Consultant shall provide an outline of laws and secondary legislation to be amended along with the necessary explanatory notes (e.g. grounds for adoption), prepared in accordance with the requirements of the state body (e.g. Parliament, Cabinet of Ministers, Ministry of Economy etc.) authorized to adopt or to present to the Government/Parliament the applicable laws or amendments.

4. Development of the Corporate Governance Action Plan Framework (as explained above).

Status of Selection Process: Interested firms or groups of firms are hereby invited to submit expressions of interest. The Consultant will be selected in accordance with the EBRD’s PPR.

Assignment Start Date and Duration: The Assignment is expected to start in March 2017 and has an estimated overall duration of 12 months.

Cost Estimate for the Assignment: EUR 270,000 (exclusive of VAT). Subject to availability of
funding, the performance of the selected Consultant, and the specific needs of the Bank and/or the Client, the Assignment may be extended beyond the current scope.

The Consultant must determine whether any VAT would be chargeable on the services and the basis for that determination, without taking into consideration the special status of the Bank as an IFI and state this to the Bank in their response to the Invitation for Expressions of Interest. To the extent that a Consultant incurs input VAT on goods and services purchased in connection with the provision of services (e.g. VAT on airline ticket) which is not otherwise recoverable by the consultant from the local tax authority, the gross cost to the consultant of such expenses shall be treated as a reimbursable expense.

Funding Source: It is expected that the Assignment will be funded by the EBRD Shareholders Special Fund. Please note selection and contracting will be subject to the availability of funding.

Eligibility: There are no eligibility restrictions.

Consultant Profile: Corporate services are required. The Consultant shall be a firm, or a group of firms with previous extensive project experience related to:

- gas sector regulation and corporate governance practices with an excellent understanding of and practical experience in transposing EU Third Energy Package (with a focus on EU Directive 2009/73/EC), with a previous track record in facilitating implementation of the Gas Directive ideally in both developed and transition countries and specific experience in working with authorities and stakeholders on legal and functional unbundling of the sector, as well as good knowledge of and experience with the OECD Corporate Governance Principles.

- Moldovan energy and gas sector legal and regulatory framework in particular previous experience related to a) gas market analysis, b) analysis and drafting of legislation regulating gas sector unbundling, as well as experience related to development of corporate governance recommendations and action plans adequate for the market and in line with best international standards and practices. It is desired that the Consultant has an understanding of and experience in the law making process in Moldova.

The Consultant’s expert team is expected to include key experts as follows:

a) Key Expert No. 1 - Team Leader: A senior policy and regulatory expert with deep knowledge and preferably 12 years of relevant and extensive "hands-on" international experience in developing legal and regulatory framework for the gas sector in EU and neighbouring countries; with an excellent track record in assessing market and legal environment in project countries, working with state authorities and drafting policy, regulatory, institutional and technical proposals and amendments for facilitating implementation of the Third Energy Package and in particular the Gas Directive. The Team Leader must be available to dedicate approximately 40-45% of project time in the country, have excellent interpersonal skills and be responsible for coordinating the efforts of the whole team and timely and accurately producing the deliverables for this TC Assignment.

b) Key Expert No. 2 - Senior Expert: A senior expert with deep knowledge and preferably 10 years of relevant and extensive "hands-on" international experience in assessing corporate governance practices of companies engaged in various industry sectors i.e. gas or energy sector, reviewing, and drafting corporate governance codes and corporate governance regulations in line with regulatory best practices(including but not limited to the OECD Corporate Governance Principles); with proven experience in managing complex corporate governance reform projects.

c) Key Expert No. 3 - Local Senior and Junior Legal Experts: An experienced local legal advisor with preferably 10 years of previous experience in legislative processes in Moldova, able to contribute to drafting the legal and regulatory legislation identified in the Legal Report and coordinating with various stakeholders their adoption and implementation. In addition, detailed knowledge of the EU energy acquis and Moldovan energy and gas legislation, corporate governance standards and practices of the Gas Companies, including decision making process, management structure, corporate bodies’ functions and responsibilities, reporting and accountability lines, internal control structure (including evaluation of risk management, compliance and internal audit) is required. The senior local legal advisor must have excellent interpersonal skills and will be responsible for keeping the contacts with the authorities and all key stakeholders during the project implementation. The local legal advisor must also be able to gather economic data on the potential and actual impact of the reform and to analyse them. Detailed knowledge of local legal, economic and governmental environment and working methods would be expected, as well as prior experience in the gas sector regulation.

d) Pool of Additional Experts: Experienced international and local support team able to contribute to reaching the project’s objectives in a professional, accurate and timely manner. The support experts should have experience and capacity based on the specific analytical, technical, legal or capacity building activities of the project.

The Consultant should be fluent in English and Romanian and have a good Russian language capacity.

Submission Requirements: In order to determine the capability and experience of Consultants seeking to be selected for this Assignment, the information submitted should include the following:

1. Company/group of firms’ profile, organisation and staffing (max. 2-4 page);

2. Details of previous project experience or similar assignments undertaken in the previous five years, including information on contract value, contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided (if different from duration) , main activities, objectives (max 5 pages);

3. CVs of Key Experts who could carry out the Assignment outlining qualifications, experience in similar assignments, particularly preferably undertaken in the previous ten years, including information on contracting entity/client, project location/country, duration (mm/yy to mm/yy), experts months provided, assignment budget, main activities, objectives (max 5 pages per expert);

4. A proposed approach/methodology for implementing the assignment (including a work plan) and team allocation for the envisaged activities and full breakdown of costs (max 7-10 pages);

5. Completed Consultant Declaration Form and Contact Sheet, the template for which is available from the following web-link: http://www.ebrd.com/pages/workingwithus/procurement/notices/csu/contact_sheet.doc.

The complete expression of interest (including CVs, Consultant Declaration and Contact Sheet) should be submitted, in English electronically through e-Selection, to reach the Bank not later than the closing date. The expression of interest shall be one file (pdf). The EBRD reserves the right to reject applications of firms submitting more than one file. Only if the permissible file size is exceeded (4MB), the Consultant may split the expression of interest into further files.

Bank Contact Person:

Viv Headlam
Technical Co-operation
European Bank for Reconstruction and Development
One Exchange Square
London EC2A 2JN
United Kingdom
Tel: + 44 20 7338 6885

E-mail: lewishev@ebrd.com (submissions should be sent through eSelection and NOT to this email address)

Notes:

1. The selection will normally be made from responses to this notification only. The highest-ranked Consultant will be selected from a shortlist and be invited to negotiate the contract, subject to availability of funding.

2. The evaluation criteria and weightings are as follows:

(a) Firm"s or group of firms" previous project experience in gas sector regulation and corporate governance practices in particular experience in transposition of EU Third Energy Package (with a focus on EU Directive 2009/73/EC and facilitating the implementation of the Gas Directive ideally in both developed and transition countries and specific experience in working with authorities and stakeholders on legal and functional unbundling of the sector, as well as experience with the OECD Corporate Governance Principles and other international corporate governance standards and their application in similar environments/projects to the current assignment (20%)

(b) Firm"s or group of firms" previous project experience of the Moldovan energy and gas sector legal framework in particular experience related to a) gas market analysis; b) analysis and drafting of legislation regulating gas sector unbundling and c) development of corporate governance recommendations and action plans in line with best international standards and practices (15%)

(c) CVs of key experts Nos. 1-3 (30%)

(d) Proposed approach to the assignment including work plan, methodology and team allocation (20%)

(e) Financial Proposal (total price) (15%)

The Procurement Notice will be updated in the second half of January 2017 to include full Terms of Reference for the Assignment and a template for the financial proposal.

The methodology for calculating scores for financial proposals is as follows: The lowest evaluated Financial Proposals (Fm) is given the maximum financial score of 15. The formula for determining the financial scores of all other Proposals (Sf) is calculated as follows: Sf = 15 x Fm/F, in which "Sf" is the financial score, "Fm" is the lowest price, and "F" the price of the proposal under consideration.

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