Legal advisory, stakeholder engagement & implementation support for nilf – national RFP

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Returnable Documents: Central Supplier Database (CSD) Summary Report

Bidders must be registered on the Central Supplier Database (CSD), have a valid tax compliance status, and meet the minimum requirements for functional evaluation criteria. They must also comply with all applicable laws and regulations, including the Broad-Based Black Economic Empowerment Act and the Preferential Procurement Policy Framework Act.

To appoint a Service Provider:

a) Provide an independent legal opinion on the lawfulness, feasibility, and compliance of the National IPP Legacy

Facility (NILF);

b) Lead and structure legal engagements with key stakeholders, including National Treasury (NT), DFIs, and

Independent Power Producers (IPPs); and

c) Provide legal implementation support to translate the approved concept into compliant governance, contractual,

and operational arrangements.

The Independent Power Producer Office (IPPO) was established in 2010 in terms of a Memorandum of Agreement (MoA)

between the Department of Electricity and Energy (DEE), National Treasury (NT) and the Development Bank of Southern

Africa (DBSA), to implement the Independent Power Producer Procurement Programme (IPPPP). The IPP Office is not juristic

entity and has been operating under the MoA arrangement for 15 years.

The current mandate of the IPP Office extends to specialised services to government in respect of:

• Energy Procurement Management; and
• Monitoring, Evaluation and Contract Management

Its mandate is derived from Ministerial Determinations issued in line with the Energy Regulation Act (ERA) and New Generation

Capacity Regulations (NewGenRegs) and informed by the county’s Integrated Resource Plan (IRP), which is updated from

time to time.

The IPPO has developed a concept proposal for the establishment of the National IPP Legacy Facility (NILF).

Under the IPP Procurement Programme, IPPs are contractually obligated to allocate portions of their project revenue to support

development initiatives in communities located within a 50km radius of their project sites, or as in the latest bid rounds, within

their district municipality. Such obligations are committed under the Socio-Economic Development (SED) or Enterprise

Development (EnD) elements of the Economic Development Framework of the IPP Procurement Model.These contributions

are deployed directly by IPPs through their own development arms, which most of the IPPs have had to set-up and is not their

core business or strengths. While the system ensures compliance and localisation, the project-level implementation model has

led to considerable variability in outcomes, both in terms of development impact and community satisfaction with disappointing

results.

Over more than a decade of implementation of the Programme with thirteen (13) rounds of IPP projects, critical challenges

have emerged:

• Fragmented Impact: ED and SED initiatives are small-scale, unsustainable largely short term in effect, lack

coordination, and often fail to achieve systemic transformation within communities as was originally envisioned in the

design of the IPP Programme.

• Governance Shortcomings: Inconsistent capacity capabilities and commitment among IPPs leads to weak planning,

irregular reporting, and fund mismanagement.

• Community Tensions: Disputes over utilisation of funds between the IPPs and the communities have caused

reputational damage and community unrest, undermining the Programme’s integrity.

• Minimal sustainability and Legacy Value: Few projects produce sustainable benefits beyond the life of the IPP

projects.

• Duplication and Inefficiency: Duplication of efforts in the same geographical areas waste resources and undermine

coherence.

To address these shortcomings, there is a need for a DEE led, national-level, professionally governed facility capable of

consolidating these funds and applying them through a strategic lens, one that is outcome-driven, well-governed, and

developmentally aligned.

The NILF is envisaged as a centralised, professionally governed development finance platform housing the ED and SED

contributions contractually committed by IPPs under the Renewable Energy Independent Power Producer Procurement

Programme (REIPPPP), to be hosted and administered by a Development Finance Institute (DFI).

Given the material public finance, procurement, governance, and contractual implications, The IPPO requires legal advisory

services that extend beyond a static legal opinion, to include:

• Structured engagement with key stakeholders; and
• Ongoing legal support through the design and early implementation of the NILF.

The scope of work is structured across three interrelated phases, which may overlap.

Phase 1 - LEGAL OPINION AND FEASIBILITY ASSESSMENT

3.1 Legal Characterisation of the NILF

• Appropriate legal form and classification of the NILF;
• Whether the NILF constitutes a “fund”, “facility”, or DFI-hosted programme;
• Implications under the Public Finance Management Act (PFMA) and NT prescripts.

3.2 Public Finance Management Act (PFMA) and specifically the applicability of Section 13(1) of the PFMA, Preferential

Procurement Policy Framework Act (PPPFA), Companies Act and any other applicable legislation;

• Whether ED/SED contributions constitute public money;
• Conditions required to retain annual credits in the fund whilst complying with PFMA and National Revenue Fund

(NRF) requirements;

• Legal mechanisms to ring-fence ED/SED cash flows.
• Any other implications under relevant legislation

3.3 Authority and Mandate of DEE and the Accounting Officer

• Lawful scope of DEE endorsement, support, or approval;
• Delegation and oversight arrangements.

3.4 National Treasury and PPPFA Considerations

• Legal considerations around selection of hosting partner (DFI)
• Treasury approvals, exemptions, or consultations required;
• Applicability of PPPFA and Treasury procurement instructions;
• Legal sufficiency of DFI procurement processes.

3.5 IPPO Institutional and Legal Status

• Impact of IPPO’s non-juristic status;
• Institutional-agnostic structuring options;
• Implications of IPPO institutionalisation.

advisory assignments in Experience for Team Leader must include at least

1 Debt/Financing capital 2 Projects = 30%

and two (2) relevant projects, including: structuring, project finance,

Qualifications (i). description of matter; infrastructure finance, PPP More than two

(ii) period of involvement;

advisory, Development Financing projects = 40% (iii). responsibility; and

or related legal advisory services.

(iv). key deliverables;

and practical understanding and

2 include at least two (2) relevant 2 Projects = 20% Legislative application of relevant public

projects, including:

Experience sector legislation, including but not (i). description of matter; More than two

limited to the PFMA, MFMA, (ii) period of involvement; projects = 25%

(Appendix A). charge/key personnel resource

must have participated in at least No projects = 0% Summary and details in Appendix A

Key Personnel one (1) similar assignment related for Team member must include at

Experience to providing legal advisory on One Project = 10%

4 least one (1) relevant projects, (Second-in- Debt/Financing capital

including: Charge) structuring, project finance, More than one project

(i). description of matter;

infrastructure finance, PPP = 15% (ii) period of involvement;

advisory, development financing,

(iii). responsibility; and or related legal advisory services.

(iv). key deliverables;

Total 100%

Only proposals that meet the threshold of 70% will proceed to the next stage, which is the evaluation

on a price and preference point basis

26.5 Third Stage: Price

26.5.1 The Third Stage of evaluation of the Bids will be in respect of price and preference.

If, after a Bidder’s Response has been submitted, the Bidder becomes aware of an error in the

Bidders Response (including an error in pricing but excluding clerical errors which would have no

bearing on the evaluation of the Bid), the Bidder must promptly notify the DBSA of such error.

tender.

1 Folder 1: Functionality and returnable Pre-Qualifier Y

submission separate from

Folder 2: Pricing proposal submission

Minimum functionality/qualifying score: 70%

Minimum score of 70

Tax compliance status

Tax compliance status must be submitted with the bid documentation

Tax compliance requirements

Tax compliance status (tcs) or pin may also

Tax compliance) in

Tax compliance status / tax compliance system pin code from the south african

Tax Compliance Status and Registration Requirements Report

Csd registration

Csd number (tax compliance) in

Csd number must be provided

Central supplier database (csd) to

Central supplier database (csd), a csd number must be provided

Central Supplier Database (CSD) Summary Report

Or VAT registration

B-BBEE Details: E STATUS

Pin (tcs) number issued

By SARS

Part b

Terms and conditions for bidding

1. Bid submission:

1.1. Bids must be submitted electronically by the stipulated time to the link

Provided. Late bids will not be accepted for consideration.

1.2. All bids must be submitted on the official forms provided – (not to be re-typed)

1.3. South african bidders must register on the central supplier database (csd) to

Upload mandatory information namely: (business registration/ directorship/

Membership/identity numbers; tax compliance status; and banking information

For verification purposes). B-bbee certificate or sworn affidavit for b-bbee

Must be submitted by bidding institution.

1.4. Where a bidder is not registered on the csd, mandatory information namely:

(Business registration/ directorship/ membership/identity numbers; tax

Compliance status must be submitted with the bid documentation. B-bbee

Certificate or sworn affidavit for b-bbee must be submitted to bidding

Institution.

2. Tax compliance requirements

2.1 All bidders must ensure compliance with their tax obligations in their country

Of residence.

2.2 South african bidders are required to submit their unique personal

Identification number (pin) issued by SARS to enable the organ of state to view

The taxpayer’s profile and tax status.

2.3 South african bidders can apply for tax compliance status (tcs) or pin may also

Be made via e-filing. In order to use this provision, taxpayers will need to

Register with SARS as e-filers through the website www.SARS.GOV.ZA.

2.4 SA bidders’ may also submit a printed tcs together with the bid.

2.5 In bids where consortia / joint ventures / sub-contractors are involved; each

Party must submit a separate proof of tcs / pin / csd number (tax compliance) in

The following particulars must be furnished (failure to do so may result in

Your bid being disqualified).

in the Government Gazette; and

18.1.6 submitting all Compulsory Documents.

18.2 South African bidders with annual total revenue of ZAR10 million or less qualify as Exempted

Micro Enterprises (EMEs) in terms of the B-BBEE Act must submit a certificate issued by a

registered, independent auditor (who or which is not the Bidder or a part of the Bidder) or an

accredited verification agency.

18.3 South African bidders other than EMEs must submit their original and valid B-BBEE status level

verification certificate or a certified copy, or a sworn affidavit thereof, substantiating their B-BBEE

status. The submission of such certificates must comply with the requirements of instructions and

guidelines issued by National Treasury and be in accordance with the applicable notices

published by the Department of Trade and Industry in the Government Gazette.

18.4 The DBSA reserves the right to require of a Bidder, either before a Bid is adjudicated or at any

time subsequently, to substantiate any claim in regard to preferences, in any manner required by

the DBSA.

18.5 Failure to provide the required information may result in disqualification of the Bidder.

(Appendix A). be an admitted attorney/advocate Less than 2 relevant

with a minimum of two (2) relevant projects = 0%

member of the team must

(Appendix A). demonstrate experience in at least

Less than 2 relevant

two (2) public sector Summary and details in Appendix A projects = 0%

part of its risk assessment. DBSA may also consider whether the preferred

bidder or any of its directors have been convicted of a serious offence.

b. Pending litigation/liquidation/business rescue (distinct from Working Capital)

tribunal as part of its risk assessment.

c. Performance

business with the preferred service provider, it may take this into account as

part of its risk assessment.

e. Restricted/Blacklisted

30.1 Each Bid constitutes an irrevocable offer by the Bidder to the DBSA to provide the Services

required and otherwise to satisfy the requirements of the Specification as set out in this RFP.

30.2 A Bid must not be conditional on:

30.2.1 the Board approval of the Bidder or any related governing body of the Bidder being

obtained.

30.2.2 the Bidder conducting due diligence or any other form of enquiry or investigation.

30.2.3 the Bidder (or any other party) obtaining any regulatory approval or consent.

30.2.4 the Bidder obtaining the consent or approval of any third party; or

30.2.5 the Bidder stating that it wishes to discuss or negotiate any commercial terms of

the contract.

30.3 The DBSA may, in its absolute discretion, disregard any Bid that is, or is stated to be, subject to

any one or more of the conditions detailed above (or any other relevant conditions).

30.4 The DBSA reserves the right to accept a Bid in part or in whole or to negotiate with a Bidder in

accordance with the provisions of this RFP and the applicable laws and regulations.

a) Provide an independent legal opinion on the lawfulness, feasibility, and compliance of the National IPP Legacy

Facility (NILF);

b) Lead and structure legal engagements with key stakeholders, including National Treasury (NT), DFIs, and

Independent Power Producers (IPPs); and

c) Provide legal implementation support to translate the approved concept into compliant governance, contractual,

and operational arrangements.

2. Background

The Independent Power Producer Office (IPPO) was established in 2010 in terms of a Memorandum of Agreement (MoA)

between the Department of Electricity and Energy (DEE), National Treasury (NT) and the Development Bank of Southern

Africa (DBSA), to implement the Independent Power Producer Procurement Programme (IPPPP). The IPP Office is not juristic

entity and has been operating under the MoA arrangement for 15 years.

Assessment (where applicable).

1.13 Functional Criteria means the criteria set out in clause 27 of this Part C.

1.14 Intellectual Property Rights includes copyright and neighbouring rights, and all proprietary rights in

relation to inventions (including patents) registered and unregistered trademarks (including service

marks), registered designs, confidential information (including trade secrets and know how) and

circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial,

scientific, literary or artistic fields.

1.15 PFMA means the Public Finance Management Act, 1999.

1.16 PPPFA means the Preferential Procurement Policy Framework Act, 2000.

1.17 PPPFA Regulations means the Preferential Procurement Regulations, 2022 published in terms of

the PPPFA.

1.18 Pre-Qualifying Criteria means the criteria set out in clause 26.3 of this Part C.

1.19 Price and Preferential Points Assessment means the process described in clause 26.5 of this Part

1.20 Proposed Contract means the agreement including any other terms and conditions contained in or

referred to in this RFP that may be executed between the DBSA and the successful Bidder.

1.21 Request for Proposal or RFP means this document (comprising each of the parts identified under

Part A, Part B, Part C and Part D) including all annexures and any other documents so designated

by the DBSA.

1.22 SARS means the South African Revenue Service.

1.23 Services means the services required by the DBSA, as specified in this RFP Part D.

1.24 SLA means Service Level Agreement.

1.25 SOE means State Owned Enterprise, as defined by the Companies’ Act.

1.26 Specification means the conditions of tender set and any specification or description of the DBSA’s

requirements contained in this RFP.

1.27 State means the Republic of South Africa.

1.28 Statement of Compliance means the statement forming part of a Tender indicating the Bidders

compliance with the Specification.

1.29 Tendering Process means the process commenced by the issuing of this Request for Proposals

and concluding upon formal announcement by the DBSA of the selection of a successful Bidder(s)

or upon the earlier termination of the process.

1.30 Website means a website administered by DBSA under its name with web address www.dbsa.org

17.3 The determination of the DBSA as to the actual time that a Bid is lodged is final. Subject to clause

17.2, all Bids lodged after the Closing Time will be recorded by the DBSA and will only be opened

for the purposes of identifying a business name and address of the Bidder. The DBSA will inform

a Bidder whose Bid was lodged after the Closing Time of its ineligibility for consideration. The

general operating practice is for the late Bid to be returned within 5 (five) working days of receipt

or within 5 (five) working days after determination not to accept a late Bid.

18. Bidder’s responsibilities

18.1 Bidders are responsible for:

18.1.1 examining this RFP and any documents referenced or attached to this RFP and any

other information made or to be made available by the DBSA to Bidders in connection

with this RFP;

18.1.2 fully informing themselves in relation to all matters arising from this RFP, including all

matters regarding the DBSA’s requirements for the provision of the Services;

18.1.3 ensuring that their Bids are accurate and complete;

18.1.4 making their own enquiries and assessing all risks regarding this RFP, and fully

considering and incorporating the impact of any known and unknown risks into their

Bid;

18.1.5 ensuring that they comply with all applicable laws in regard to the Tendering Process

particularly as specified by National Treasury Regulations, Guidelines, Instruction

24.1 Upon submission in accordance with the requirements relating to the submission of Bids, all Bids

submitted become the property of the DBSA. Bidders will retain all ownership rights in any

intellectual property contained in the Bids.

24.2 Each Bidder, by submission of their Bid, is deemed to have licensed the DBSA to reproduce the

whole, or any portion, of their Bid for the sole purposes of enabling the DBSA to evaluate the Bid.

performance on any task orders/purchase orders or contracts, including poor

performance in respect of compliance with policies or procedures regarding

safety, health, quality control or environment, or having committed a serious and

gross breach of contract.

d. Reputational harm

cannot control the actions of our suppliers, we will not tolerate any Illegal activities. These

include, but are not limited to:

• Misrepresentation of any kind (e.g. origin of manufacture, specifications,

intellectual property rights, etc.);

• Collusion;

• Failure to disclose accurate information required during the sourcing activity

(ownership, financial situation, BBBEE status, etc.);

• Corrupt activities listed above; and
• Harassment, intimidation or other aggressive actions towards DBSA’s

employees.

35.1 By submitting a Bid, a Bidder warrants that:

35.1.1 it did not rely on any express or implied statement, warranty or representation,

whether oral, written, or otherwise made by or on behalf of the DBSA, its officers,

employees, or advisers other than any statement, warranty or representation

expressly contained in the RFP;

35.1.2 it did not use the improper assistance of DBSA’s employees or information

unlawfully obtained from them in compiling its Bid;

35.1.3 it is responsible for all costs and expenses related to the preparation and

lodgement of its Bid, any subsequent negotiation, and any future process

connected with or relating to the Tendering Process;

35.1.4 it accepts and will comply with the terms set out in this RFP; and

35.1.5 it will provide additional information in a timely manner as requested by the DBSA

to clarify any matters contained in the Bid.

36. Dbsa’s rights

36.1 Notwithstanding anything else in this RFP, and without limiting its rights at law or

otherwise, the DBSA reserves the right, in its absolute discretion at any time, to:

36.1.1 cease to proceed with or suspend the Tendering Process prior to the execution of

a formal written contract.

36.1.2 alter the structure and/or the timing of this RFP or the Tendering Process;

36.1.3 vary or extend any time or date specified in this RFP

36.1.4 terminate the participation of any Bidder or any other person in the Tendering

• Energy Procurement Management; and
• Monitoring, Evaluation and Contract Management

Its mandate is derived from Ministerial Determinations issued in line with the Energy Regulation Act (ERA) and New Generation

Capacity Regulations (NewGenRegs) and informed by the county’s Integrated Resource Plan (IRP), which is updated from

time to time.

The IPPO has developed a concept proposal for the establishment of the National IPP Legacy Facility (NILF).

development initiatives in communities located within a 50km radius of their project sites, or as in the latest bid rounds, within

their district municipality. Such obligations are committed under the Socio-Economic Development (SED) or Enterprise

Development (EnD) elements of the Economic Development Framework of the IPP Procurement Model.These contributions

are deployed directly by IPPs through their own development arms, which most of the IPPs have had to set-up and is not their

core business or strengths. While the system ensures compliance and localisation, the project-level implementation model has

led to considerable variability in outcomes, both in terms of development impact and community satisfaction with disappointing

results.

Over more than a decade of implementation of the Programme with thirteen (13) rounds of IPP projects, critical challenges

have emerged:

• Fragmented Impact: ED and SED initiatives are small-scale, unsustainable largely short term in effect, lack

coordination, and often fail to achieve systemic transformation within communities as was originally envisioned in the

design of the IPP Programme.

• Governance Shortcomings: Inconsistent capacity capabilities and commitment among IPPs leads to weak planning,

irregular reporting, and fund mismanagement.

• Community Tensions: Disputes over utilisation of funds between the IPPs and the communities have caused

reputational damage and community unrest, undermining the Programme’s integrity.

• Minimal sustainability and Legacy Value: Few projects produce sustainable benefits beyond the life of the IPP

projects.

• Duplication and Inefficiency: Duplication of efforts in the same geographical areas waste resources and undermine

coherence.