terms of reference for engagement of the transaction ... ta 7796-phi february 2014. 2 abbreviations...

GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES National Economic and Development Authority

Public-Private Partnership Center of the Philippines

Terms of Reference for Engagement of the

Transaction Advisor for the

Manila Bay-Pasig/Marikina River-Laguna Lake (MaPaLLa) Ferry System Project

Department of Transportation and Communications

ADB TA 7796-PHI

February 2014

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ABBREVIATIONS

ADB Asian Development Bank

BOT Build-Operate-Transfer

COA Commission on Audit

DBM Department of Budget and Management

DMF Design and Monitoring Framework

DOF Department of Finance

DOTC Department of Transportation and Communications

DSCR Debt Service Coverage Ratio

ECC Environmental Compliance Certificate

EIS Environmental Impact Statement

EIRR Economic Internal Rate of Return

FIRR Financial Internal Rate of Return

FS Feasibility Study

IA Implementing Agency

IC Independent Consultant

ICC Investment Coordination Committee

IDC Indefinite Delivery Contract

IDCA Indefinite Delivery Contract Assignment

IDCF Indefinite Delivery Contract Facility

IRR Implementing Rules and Regulations

ITPB Invitation to Pre-qualify and Bid

MAGA Material Adverse Government Action

MARINA Maritime Industry Authority

MPSS Minimum Performance Specifications and Standards

NEDA National Economic and Development Authority

NPV Net Present Value

NTSI Nautical Transport Services, Inc.

PDMF Project Development and Monitoring Facility

PPA Philippine Ports Authority

PPP Public-Private Partnership

PRRC Pasig River Rehabilitation Commission

PSC Project Study Committee

RA Republic Act

TA Technical Assistance

TOR Terms of Reference

VfM Value for Money

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Terms of Reference

I. INTRODUCTION

1. In its endeavor to attract private investment in infrastructure and implement public–private

partnerships (PPP), the Government of the Republic of the Philippines (GOP), with the assistance of the Asian Development Bank (ADB)1, has established a Project Development and Monitoring Facility (PDMF). The PDMF is used to engage transaction advisors2 for the development of PPP projects of various Implementing Agencies (IA)3 as approved by the PDMF Committee4.

2. The PPP Center, an attached agency of the National Economic and Development Authority

(NEDA) is the implementing agency (IA) for the PDMF. The PDMF, which is a revolving fund, is administered by the PPP Center.

3. TheDepartment of Transportation and Communications (DOTC) has submitted an

application seeking PDMF funding for engagement of a transaction advisor for preparing pre-investment studies and PPP structuring of the Manila Bay – Pasig/Marikina River – Laguna Lake (MAPALLA) Ferry System (the “Project”). It is expected that the Transaction Advisor (TA) shall be composed of international experts, especially the Technical and Legal Specialists, affiliated/associated with internationally recognized firms; and national experts with extensive experience in their respective fields.

4. A panel of consulting firms has been constituted under indefinite delivery contract facility

(IDCF)5for a 3-year period to provide transaction advisory services. Using the PDMF, transaction advisors will be engaged for the development of well-structured bankable PPP projects. Depending upon the requirement of each project, the services shall generally include:

a. Pre-feasibility studies; b. Project feasibility studies, including assessing PPP options, environmental and social

and gender safeguards considerations, economic analysis, financial analysis and modelling, and project structuring;

c. Preparation of bidding documents and draft contracts; and d. Provision of support during the bidding process until the financial close6of the project or

a period of 180 calendar days from the effective date of the contractual agreement signed by and between the IA and the private sector proponent or concessionaire, whichever is earlier.

5. The PPP Center will select a firm from the IDCF panel of firms, in accordance with ADB

Procurement Guidelines, to develop a bankable PPP project. The PPP Center shall sign a contract with the selected firm with the conforme of the DOTC. The Transaction Advisor is expected to work closely with the DOTC, PPP Center and other government agencies as may be required during the assignment. The PPP Center shall oversee the progress of the Transaction Advisors based on clear project deliverables until financial close.

1 At the request of the Government of the Philippines, the Asian Development Bank (ADB) has provided technical assistance (TA)

to strengthen the enabling environment for PPPs (policy and regulatory framework improvement and capacity building of the government institutions involved in PPPs), establish long-term financing and risk guarantee mechanisms, and help develop a robust pipeline of bankable PPP projects (TA 7796-PHI). TA Report can be accessed at http://www.adb.org/Projects/project.asp?id=45515 2Also referred to as a consulting firm, consortium, or an individual consultant.

3Implementing Agency (IA) refers to any department, bureau, office, commission, authority or agency of the national

government, including Government-Owned or -Controlled Corporations, Government Financial Institutions, and State Universities and Colleges, and Local Government Units authorized by law or their respective charters to contract for or undertake infrastructure or development projects. 4The PDMF Committee is an inter-agency board comprised of NEDA (chair), DOF, DBM, and the PPP Center, with Undersecretary-

level staff as principal and Director-level staff as an alternative representative. Based on need, representatives of other line-agencies will be invited to take part in PDMF Committee discussions. 5A panel consisting of 15 firms has been engaged by the PPP Center under IDCF. A consulting firm will be competitively selected to

develop a specific, well-structured bankable PPP project under an IDC Assignment (IDCA). 6 The stage in a financial agreement (in this case between the winning private proponent and its investors/creditors) where

conditions have been satisfied or waived, documents executed, and drawdowns become permissible.

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6. With limited road capacities and prevailing traffic conditions, the heavy congestion in the

streets of Metro Manila often result to delays in travel time for commuters. The DOTC seeks to strengthen water transport links and inland water transport through the development of a ferry link system as an alternative means of public transport around Metro Manila.

7. The MAPALLA Ferry System aims to develop an integrated ferry system that will traverse

Manila Bay, Pasig River/Marikina River and Laguna Lake. The Project will provide ferry services along the Manila Bay coast (to cover areas such as Cavite, Bulacan, and Bataan) and Laguna Lake (to cover the areas such as Laguna and Rizal).

8. The Project is divided into two (2) phases:

a. Phase 1 - The Pasig River/Marikina River Ferry System; and b. Phase 2 - The Laguna Lake and Manila Bay Ferry System (extending the Pasig

River/Marikina River Ferry System)

9. The project involves construction/development of necessary infrastructure and associated facilities, including landing and passenger terminal facilities at selected stations; provision of carrier services in the form of watercrafts that will be servicing the passengers and operation and maintenance of the same.

10. The DOTC has engaged a local consultant7 to conduct the project feasibility study (FS) to

determine the most desirable and viable ferry transport system. An individual international consultant was also engaged through a grant fromADB to review the outputs of the local consultant. The output of the local consultant and the ADB consultant will be made available to the TA. The TA should make an independent assessment of the feasibility and viability of the project.

11. The precise scope of the Project will be fine-tuned in consultation with DOTC and other

stakeholders during the conduct of the study.

12. The main objectives of the transaction advisory services include the following:

(a) Determine the most appropriate business case for the development of ferry services that would make the Project financially viable and would optimize the economic impact for the Government

(b) Determine the most appropriate implementation strategy with the following modes of

implementation as options:

(i) Government-owned and implemented through applicable modes of financing (e.g., Official Development Assistance, government funds),

(ii) PPP under Republic Act (R.A.) 6957, as amended by R.A. 7718 or the BOT Law8,or

(iii) Combination of (i) and (ii).

(c) Should the Project be viable for PPP implementation, prepare bid/tender documents and provide advisory support to the DOTC during the bidding process until financial close.

IV. SCOPE OF WORK

13. The scope of work shall cover the development of a business case for the Project,

preparation of all documentary requirements necessary for the approval of the Project,

7 Science and Vision for Technology Inc. in joint venture with Syconsult, Incorporated

8R.A. No. 6957, dated 9 July 1990 (as amended by Republic Act no. 7718, dated 8 May 1994) and the Implementing Rules and

Regulations.

II. DESCRIPTION AND SCOPE OF THE PROJECT

III. OBJECTIVE OF THE TRANSACTION ADVISORYSERVICES

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preparation of bid documents, and provision of appropriate advisory services as set out hereunder during the bidding process until financial close or a period of 180 calendar days from the effective date of the concession agreement signed by and between the DOTC and the private sector proponent.

14. It shall be the responsibility of the TA to carry out all tasks to successfully develop the

MAPALLA Ferry System Project into a well-structured bankable PPP project and to ensure its successful award. These tasks include, but not limited to, preparation of necessary analysis/reports and other documents on the technical, financial, economic, legal, institutional, safeguards (social, environmental, gender, etc.) and other aspects of the project. The TA shall submit to DOTC and PPP Center all the reports/analysis/documents as may be required to successfully develop the project9.

15. The TA shall take stock of all background documentation and preparatory work conducted

to date on the Project, and shall take into consideration related studies currently undertaken as well as related studies completed by or available with the DOTC.The TA shall also take into consideration any studies on other projects which interface with or otherwise affect the Project.

16. The scope of work is divided into three (3) phases. Specific tasks and activities are as

follows: Phase I: Business Case and Project Structuring Task 1: Develop the Business Case, and Project Structuring Task 1.1: Project Development

(a)Prepare the design and monitoring framework (DMF)10 for the Project, which will include,

among others, the monitoring requirements for the DOTC in terms of contract implementation and management.

(b)Prepare the project implementation schedule setting forth timelines of the major phases

of project work to be undertaken to fulfill the desired objectives and achieve the expected deliverables from the time of award to its completion. In particular, the project implementation schedule should include specific deliverables being set, major activities for each deliverable, and key milestones, among others.

(c) Carry out a detailed assessment of the current state of the facilities, practices and

requirements of the development, operation and maintenance of ferry system, including, but not limited to, regulatory requirements and local government permits for the operations and maintenance, if any.

(d)Conduct a "lessons-learned" review of why previously implemented ferry systems failed. (e)Develop a map of current constraints (e.g. speed, depth, exclusion zones) on ferry

operations, recommend interventions to current constraints, and develop a map of future constraints against which the ferry service can be planned.

(f) Conceptualize various optionsfor service delivery such as multi-stop services, express

services connecting key load centers, and a combination of these options. Conduct a high level assessment of the merits of the differentoptions.For all options identified, determine the possible schedules that optimize the propensity to travel, considering peak and off-peak services and other relevant factors, based on realistic capabilities of typical vessels that are likely to be appropriate for the service and use the possible schedules in the analysis of what should be the preferred scenario(s).

(g)Determine the fleet requirements to deliver services based on the schedules proposed.

9 Includes documentation of all meetings held in relation to this project, shared to all parties within 3 days after the meeting was

held. 10

http://www.adb.org/documents/guidelines/guidelines-preparing-dmf/guidelines-preparing-dmf.pdf

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(h)Propose various options for vessel capacities based on appropriate load factors, and compare at least three (3) alternative vessel designs with appropriate capacity taking into account the potential demand and subsequent financial appraisal.

(i) Prepare an operational model that facilitates cost analysis of the various operating

scenarios and capacity solutions, and populate this based on real operating costs or appropriate benchmarks.

(j) Determine the optimum number and location of optimum ferry stations/terminals, based

on criteria to be identified by the TA and approved by DOTC and PPP Center, including requirements for a passenger transfer system and traffic study that would provide seamless transfer services for passengers going to/coming from the ferry terminals. This should include, among others, discussions with the LTFRB on making franchises available for operators of public utility vehicles, buses during peak hours (if warranted), jeepneys and taxis for transferring passengers from the terminals to their final destinations.

(k) Prepare/undertake the following taking into consideration the output of DOTC’s previous

consultant:

(1) Demand analysis, passenger traffic and cargo volumes forecasts and other financial projections for the proposed ferry system. The analysis shall include but not limited to, passenger origin and destination surveys, willingness-to-pay and value of time surveys, and passenger profile surveys, etc.

(2) Comparison of travel time by current means and by means of ferry systems.

(3) Conduct traffic surveys on passengers for other transport modes (i.e., bus, other

public utility vehicle, private vehicles, etc.) and any other primary data research or surveys that may be required to develop a robust demand case. Determine the impact of the Project on these modes and how developments in these modes may affect the Project.Propose appropriate intermodal connections for each ferry station and terminal to ensure seamless and convenient transfers and to enhance the ferry system’s integration with the larger transport network.

(4) Recommend on how the ferry services improves/impacts tourism.

(5) Determine sections of the river/lake/bay that requires dredging and recommend when such dredging activity shall be done and who shall do it, noting ongoing and proposed plans of other agencies such as the Department of Public Works and Highways, PRRC, Laguna Lake Development Authority and the LGUs along the river/lake/bay.

(6) Include an analysis on the financial model showing the impact of the cost of project to the future fees and charges to be charged to the users.

(7) Analysis of the Project’s expected fees and charges with the fees and charges charged during the previous operation.

(l) Consider the willingness to pay and thecost of travel by current means (via public

transport and via private vehicle), and propose a tariff structure. (m) Based on the tariff structure and the service characteristics offered by the different

options for the Project, determine the likely demand for each of the proposed options, and the possible market share, considering that better services in terms of journey time and service/frequency are likely to yield higher market penetration. This should be compared with the market impact or market share of comparable urban ferry services in other countries.

(n) Assess the financial viability of the proposed options(s)/scenario(s) and capacity

solutions, and prepare a clear commercial risk assessment that balances, for example, the economies of scale of operating larger (but more expensive) vessels, and the higher costs of providing more attractive services (e.g. higher frequency), against the demand side potential. This should include phasing the introduction of more vessels or

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greater coverage of services to optimize viability as the ferry service becomes proven and demand grows.

The financial analysis should consider the appropriate cost of capital for a private operator in terms of the levels of investment and risks related to the project. The financial analysis should investigate the project’s viability at the followinglevels

(1) Total system cost: infrastructure + vessels + operating costs (2) Vessels + Operating costs (3) Operating costs

Consider how financial viability may change at the above levels over time, as the market becomes established.

(o)Consider the economic impact of the options identified, and determine how each option balances the optimization of the financial viability of the Project and the economic impactof the Project.

(p)Analyze and compare the options of (i) franchise mode (i.e. issuance of service contract)

vs. (ii) PPP mode, for executing the project. (q)Asses the implications of different PPP project structures in light of the provisions of the

BOT Law. The study shall include an assessment of, but not limited to, the following:

(1) vessels to be operated by private sector; (2) operating cost of vessels – paid for by operator if possible from user charges, but

subsidized by Government if necessary; (3) vessels capital expense – (i) paid for by private operator (or if not viable or not

desired),(ii) paid for by Government andif viable leased (at a viable price) to private operator;

(4) infrastructure capital expense– paid for by Government in the same way that it pays for roads;

(5) ferry stations – to be operated by (i) private sector or (ii) Government; and, (6) operating cost of infrastructure – recovered from private operator via user charges

if viable. (r) Make recommendations on the most appropriate business case for development of ferry

services, including routes, schedules, service patterns, and vessels that may deliver financial viability for the private partner and optimize economic impact for the Government, and assess what element of risk might be borne by Government to facilitate the recommendations subject to BOT Law.

(s) Prepare an operation and maintenance (O&M) Plan for costing purposes. (t) Provide a list of prospective investors who may be interested in the Project. (u)Review the experience of other countries in the establishment, development, operations

and maintenance of similar ferry system, whether or not these are implemented as PPPs, and recommend arrangements appropriate for the Project11.

(v) Identify commercial development potential of the Project.

Task 1.2: Design, Technical Requirements and Minimum Performance Specifications and Standards (MPSS)

(a)Prepare the technical assessment for the project requirements and recommend optimal

sizing and capacity, land use and environmental impact, performance standards and gender-balanced management and staffing, the types of facilities required, infrastructure and the indicative project costs, safety and security measures, among others.

(b)Determine optimum timing and phasing of the development of the ferry system, and

construction and roll-out of facilities taking into account the relevant technical, economic and financial factors.

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Includes documentation of positive and negative experiences to allow better appreciation of options.

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(c) Determine the optimum number of and locations of ferry terminals and stations based on

various factors including but not limited to passenger demand, right-of-way and land acquisition requirements, navigability of the river/lake/bay, accessibility with other modes of transport, and safety and security of the area.

(d)Determine the technical specifications covering the set up and staffing of a central ferry

operations control center.

(e)Carry out a preliminary design of the ferry system and related facilities, including but not

limited to ferry terminal and station layout design and vessel specifications. The preliminary design should take into account the necessary supporting/connecting infrastructure to make transfer to other modes of transport as seamless and convenient as possible to the passengers.

(f) Prepare the MPSS, including measurable indicators, for the construction, supply,

installation, operation and maintenance taking into consideration global best practices and finalize the technical specifications for the Project.

(g)Conduct other surveys, calculations, studies and analysis required to produce a

preliminary design and MPSS.

(h)Prepare plans for flood control, earthquake, fire and power outage measures and utilities

network layout.

Task 1.3: Legal and Institutional

(a)Assess current laws, administrative issuances, policies and institutional framework to ascertain the validity and viability of the proposed PPP structure for the project. This task should include assessment of DOTC’s capacity to implement, manage and monitor the project, and recommend required changes to improve the governance of the same. In particular, assess whether the current process of obtaining Certificates of Public Convenience for the operation of in-land water transport needs improvement in view of the recommended structure (service contract vs. PPP arrangement).

(b)Develop measures to enhance the attractiveness of the Project from a financing

perspective for the proposed PPP project structure. Review or revise the approach chosen to make the project attractive to both investors and their lenders or financing institutions by including elements such as fee payment mechanisms, performance guarantees, pre-conditions for a private operator to fulfill in meeting service obligations, default and risk clauses, step-in rights of government, and implement the investor-oriented communications strategies to highlight the attractiveness of the project.

(c) Formulate the appropriate institutional arrangement (including regulatory arrangements

and requirements, as may be necessary) for the Project taking into consideration the roles and responsibilities of the DOTC, private sector and other stakeholders.

(d)Conduct due diligence review of all legal requirements relating to project implementation

(compliance with related laws) and tariff setting.Review to identify legal processes, impediments and requirements, including review of allrelevant laws, rules, regulations, jurisprudence, regulatory framework and previous judicial and administrative rulings and orders, including COA issuances that might have an impact on the project and suggest appropriate legal strategies and alternatives to be undertaken in the implementation of the proposed Project).

(e)Assess government's role in the proposed PPP project, which includes an analysis of

whether that role corresponds with the Government's legal obligations, and whether government would maintain sufficient power to protect its interests and the interests of the public. This shall also include the role of the concerned local governments where the stations/terminals will possibly be located.

(f) Develop and provide the details of the legal structure of the transaction, including

identification of (i) optimal type of PPP contract to be used (e.g. BT, BOT, BTO, etc); (ii) an appropriate investment plan, how, where and when investments will be made, in

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conjunction with Task 2 (Project Delivery Options Development); and (iii) the type of public sector support required (whether through ODA or otherwise), including terms and conditionsthereof.

(g)Assist in resolving legal issues associated with the management of the social, economic

and environmental impacts of the project, including among others issues on resettlement and protection of indigenous peoples, in a manner consistent with international best practices, including among others issues on resettlement, and environmental consequences of the project.

All legal opinions and advices given during the engagement shall be rendered in a formal communication to the DOTC and the PPP Center and/or PSC.

Task 1.4: Environment Sustainability, Gender and Social Safeguards

(a)Prepare/ review and update, as necessary, the Environmental Impact Assessment (EIA)

and social risk assessment and analysis. The TA will make sure that all aspects related to environmental and social safeguards, and necessary mitigation measures are considered.

(b)Conduct a climate and disaster risk vulnerability assessment, identifying potential threats

and risks due to climate and geo-hazard situations/conditions in the covered/service areas;

(c) Identify key ‘at risk’ areas and threats to the facilities; identify technical, administrative,

institutional, infrastructure, and environmental mitigating measures and recommendations for integration into the over-all project design, financial and implementation plan.

(d)Prepare an appropriate poverty reduction and social strategy framework (e.g., gender

action plans and resettlement plans) with recommendations for involuntary resettlement and gender safeguards in accordance with the requirements in the Philippines.

(e)Conduct gender analysis and identification of gender issues and gender gaps that the

project must address using NEDA’s Harmonized Gender and Development Guidelines

Task 1.5: Risk Assessment (a)Conduct a project risk analysis to determine, assess, allocate and manage risks (such

as, but not limited to project, commercial [market risk], environmental, financial, political, economic, force majeure and legal risks) during whole project life cycle. The risk analysis should cover valuation, allocation and mitigation measures. In doing so, assessment and applicability of various risk mitigation mechanisms should be carried out, including review of the extent to which the risks of the project can be underwritten by commercial insurance cover and the likely cost of such cover.

(b)Based on the risk analysis, prepare a contingent liability model for DOTC that quantifies

the contingent liabilities, how the same shall be managed and the funding requirements.

The model shall include analysis on, but not limited to, higher than expected cost for the right of way, government variation orders, compensation for lower than agreed tariff levels, material adverse government action (MAGA) compensation, compensation caused by government delays and buyouts.

The project’s risk allocation/analysis and contingent liabilities model shall be incorporated in the financial models (as section on contingent liabilities) to be calculated/updated from time to time. These shall be presented to representatives of the DOTC and Department of Finance (DOF).

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Task 1.6: Economic and Financial Aspect

(a)Prepare the base case project cost estimates covering capital expenditures (CAPEX),

operations and maintenance (O&M), land acquisition, taxes and the required contingencies, etc.

(b)Develop cost recovery options (and alternative revenue generation including any viability

gap funding [VGF] required from government) to ensure that the project is sustainable. (c) Carry out value for money (VfM) analysis or its equivalent. (d)Conduct an independent market assessment of potential local and foreign investors’

interest in the Project. (e)Considering the output of DOTC’s previous consultant as a reference document, prepare

the following:

(1) Economic analysis –identification and estimation of the economic costs and benefits of the Project; and calculation of the economic internal rate of return (EIRRand other economic indicators), including sensitivity analysis as required for obtaining approval by the appropriate approving body/ies.

(2) Financial analysis - determination of financial internal rate of return (FIRR), and

appropriately discounted net present value (NPV) for both project and equity perspectives. The financial analysis model should be designed to provide for project structuring options including the imposition of appropriate project financing constraints such as, but not limited to, debt service coverage ratio (DSCR) caps which optimize scenarios for the disbursement of available projected cash flows to potential project creditorsand other ratios. The financial analysis model should have capabilities to allow the conduct of sensitivity analysis for the purpose of quantifying the financial and economic impacts of different structuring options.

(3) Develop a full financial model and financing plan including timelines for

implementation and funds flow requirements. The financial model should include, but not limited to, travel demand forecast, tariff modeling, shadow bid model and bid pricing analysis model, etc., financial models for achieving financial close; financial model for implementation, project implementation schedule and funding structure, etc.

(4) Formulate an appropriate parametric tariff adjustment formula together with

correspondingimpact of the said adjustment to all stakeholders.

Task 2: Project Delivery Options Development

If based on the results of the activities performed in Task 1 above, the project is viable for PPP, the TA shall evaluate various PPP structures. The structuring should take into account the funding requirements, cost recovery mechanism, among others, within the context the amended IRR of the BOT Law.Options will be ranked based on pre-determined criteria with the end in view of recommending the optimal PPP modality to be followed. The TA will provide clear details of the proposed PPP structure/s along with a risk assessment matrix and likely impacts to DOTC, the private investors and other stakeholders. The TA shall identify licensing, permitting and other legal risks that need to be addressed and allocated for each PPP option. To facilitate the conduct of all the aforementioned tasks and to enable preparation of the Final Feasibility Report, the TA shall undertake a Formal Market Sounding exercise that shall include the following tasks: • Organize a meeting with the PPP Center and DOTC officials to provide an overview of

their approach to the formal market sounding and assessment exercise that they will be undertaking on the Project;

• Prepare a Market Sounding document that will include an overview of theProject, the

objectives of DOTC, process on how the market sounding will be carried out, a list of

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questions to be responded to by the relevant stakeholders – equity investors, debt financiers, contractors and operators, the indicative project timetable and anticipated requirements from each party, and the criteria and/or process for one‐on‐one sessions;

• Issue the Market Sounding document to the prospective investorsand undertake the

one-on-one Market Sounding sessions together with the PPP Center and DOTC; • Participate in a workshop with the PPP Center and DOTC to review findings of the

market sounding and determine key areas that will need consideration in finalizing the Draft Feasibility Report;

• Prepare the Final Feasibility Report after incorporating relevant feedback from the

market sounding exercise that have been discussed and agreed with the PPP Center and DOTC in the workshop; and,

• Prepare a market sounding report that will summarize the findings from the exercise and

will consist of, but is not limited to, the following information:

o Market sounding objective; o Key issues that needed to be considered; o List of companies consulted; o List of Questions with answers from the one-on-one sessions o Summary findings and matters considered in the Final Business Case Report

Task 3: Final Financial Analysis and ProjectStructuring of the Recommended Option Depending on the optimal PPP structure, the TA will assess and recommend the most suitable structure for the project. The TA shall finalize, among others, the following:

(a) Cost estimates; (b) Financial model and sensitivity analysis; (c) Legal and institutional requirements and processes, contract structure and monitoring

and management systems; (d) Financing plan, risk allocation and mitigation measures; (e) Default mechanisms and arbitration procedures; (f) Social/resettlement/gender and environmental impacts and mitigation measures; (g) Project implementation schedule; (h) Stakeholder consultations, particularly with potential private sector investors and

concerned national government agencies and local communities; (i) Development of the final PPP structure; (j) Detailed timelines for the bid process until contract award; and (k) Post-bid and contract management frameworks. If at the business case study stage (stage 2 of Section VIII: Terms of Payment), it is determined that the Project will not be implemented under a PPP arrangement, the consultancy services shall be deemed to have been completed under the contract and the TA shall be paid for the milestone(s) completed. The PPP Center shall not be liable for any further payment and the contract shall be terminated.

Task 4: Support to DOTC on Securing ICC Approval and AllOther Government Approvals

The TA shall then complete all the documentary requirements to be submitted to the ICC and NEDA Board, and assist DOTC to address all ICC concerns until the approval is accorded by the ICC and the NEDA Board, including a pre-ICC presentation briefing/meeting with DOTC, PPP Center, and other concerned parties. These documents shall include the following:

(a)Six (6) electronic and hard copies, in MS Word format, of the Business Case Study (b)ICC Project Evaluation Forms for PPP projects (c) Two (2) electronic copies, in MS Excel format of the economic and financial analyses in

traceable formula format (d)Environmental Impact Assessment Report in electronic and hard copies (MS Word file)

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(e)Land acquisition plan and social strategy frameworks (i.e., resettlement action plan, gender action plan)

(f) Location map using geographic coordinate system (with electronic copy) (g)Other documents that may be required by the ICC.

If necessary, the TA shall assist DOTC in obtaining ICC approval for a reasonable rate of return for purposes of negotiated projects (i.e., in case of a single complying bid). The TA shall also assist DOTC in securing the opinion of the Office of the Solicitor General (OSG) and/or the Department of Justice (DOJ), among others, and the approval or endorsement of any other government agency (e.g., Regional Development Council) which may be required for the successful tender and award of the Project.

If the DOTC and/or the PPP Center deem it necessary or appropriate, the TA shall render assistance in securing the approval of the ICC and all other appropriate government agencies for any changes in the scope and specifications of the Project, regardless of whether such change in scope takes place during the bidding of the Project or any other stage.

Phase II: Management of the PPP Bidding Process and Preparation of Contractual Documentation The TA shall prepare all the necessary documents to undertake a competitive and transparent bidding process, and provide support during the entire PPP bidding process until the award of the contract to a successful bidder, including drafting the TOR for theIndependent Consultant (IC)12. The responsibilities of the TA include, among others, the

following: Task 1: Bid Process Design and Bid Documents The TA shall recommend an appropriate bid strategy in accordance with the BOT Law (i.e., develop a blueprint of the bid process and appropriate governance of the same). The bid process design and the choice between a single-stage process vis-à-vis a two-stage process will be evaluated. The TA shall provide advice and justification on the best-value bidding parameter, including, but not limited to the least cost, the least viability gap funding for the government, and the lowest average tariff. Further, the TA shall prepare all necessary bid/tender documents, including the Invitation to Prequalify and Bid (ITPB), draft concession agreement, Information Memorandum, MPSS, bid bulletins, qualification and evaluation criteria, and Bid Forms such as Bid Letter, Statement of Bid, Technical Bid Proposal, Financial Bid Proposal, etc. PPP Agreement: The TA shall prepare a draft PPP agreement in close coordination with the DOTC and PPP Center. Said draft PPP agreement must take into account the agreed risk allocation regime and use best practices to maximize competition and ensure optimal pricing while protecting the interests of government, the consumer and the general public, with a view to facilitating project implementation and manageability over the project term.

Task 2: Support during Bidding Process and Evaluation The TA shall assist DOTC in the following activities: a)preparation or collation of documents and data to be made available in the data room for prospective bidders; b)setting-up/management of the data room; c) issuance of all bidding-related notices/requests and bid bulletins; d) conduct of the pre-bid conference/sand various one-on-one meetings with the bidders; e) conduct of bidding; f) responding to queries by bidders and other concerned parties upon proper consultation with the DOTC and the PPP Center; g) pre-qualification of bidders and evaluation of bids; h) contract revision (taking into consideration the requirements of government, the bidders and other concerned), finalization and award; i) preparation of minutes of all meetings; and j) drafting of TOR for the procurement of IC. The TA, especially the International Legal Specialist and the technical specialist shall be present upon the request of DOTC, especially during the tender process.

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The TOR of the IC shall include the monitoring of environmental-related requirement as may be required by the EMB, and other gender and social safeguard requirements.

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Phase III: Assistance until Financial Close of the Project The TA shall provide all the required assistance and advisory support until the financial close of the project (or a period of 180 calendar days from the effective date of the contractual agreements signed with the private sector proponent or the concessionaire/entity, whichever is earlier). The TA must assist the DOTC with all functions relating to grant of approval on any issue to the private sector proponent or signing any agreement or any other document with the private sector proponent or assisting in providing interpretations relating to any matter until financial close. The TA must also compile a comprehensive close-out report13 and case study14, and must incorporate any additional factors that may be required by the DOTC. The close-out report will be a confidential document of the DOTC and the PPP Center. The case study will become a public document, made available on various government websites. The TA must, in close liaison with the DOTC, draft a comprehensive PPP management plan for the DOTC, in accordance with the provisions of the PPP agreement, to help the DOTC in the management of the Project and its risks, rights and obligations after financial close.

17. The TA shall organize an investors’ conference in Manila. The participant shall include

representatives of concerned government agencies, financial institutions, prospective private sector proponents and consulting firms.

18. The scope of works includes all survey-related activitiesconsidered towards the

development of the project, i.e., geological/geotechnical; topographical and geodetic; hydrographical; environmental study-related; detailed measurement survey (DMS) for right-of-way and resettlement, and social impact analysis-related (including gender-and IP-related concerns). The cost of the aforementioned survey-related activities should be taken into account in preparing the financial proposal.

19. The TA for the duration of their contract, shall make their team available to receive

comments or queries and provide responses thereto, and entertain consultations, whenever necessary.

20. The TA shall nominate a Technical Assistance Manager who shall serve as liaison between

the Advisor and PPP Center particularly on concerns/issues related to contract administration and management (i.e., deliverables and timelines, performance evaluation).

21. The TA shall prepare a monthly report of the status of activities, issues encountered and

steps taken to resolve them and update milestones and timelines. 22. The scope of the work shall be read in conjunction with the specific terms of reference

prescribed for each team member in Section V below to successfully complete the assignment.

23. While carrying out the specific tasks, the TA shall ensure knowledge transfer and capacity

building of the government counterpart staff during the entire duration of the assignment. The TA shall conduct project “lessons learned” sessions prior to submission of the draft close-out report wherein results of the same shall be incorporated in said report.

V. TEAM COMPOSITION

24. The TA will include qualified personnel in the field of ferry operation and management;

public-private partnerships; project preparation and appraisal; project management; financial modeling/structuring; investment promotion; economic and financial analysis; risk analysis; procurement; policy and legal issues. The consulting firms shall have sufficient qualified personnel, including international experts affiliated/associated with internationally

13

A Close-out Report details the formal acceptance/closure of the study and orderly transition of the completed study for usage. The Report documents the completion of the study, including a documentation of deliverables completed, lessons learned, and performance measurements. 14

The Transaction Advisor will select subject/s that offer an interesting, unusual or particularly revealing circumstance, and offer reasons/explanation based on their rich knowledge of the setting and circumstances in the development of the project.

14

recognized firms, as indicated in Section I, Item 3 of the TORand resources to provide all necessary professional, technical, and expert services as required to accomplish all the required services within the prescribed time.

25. The team shall have extensive demonstrated international and country-specific

experience/expertise that would include knowledge of the sector, regulatory issues involved and the initiatives taken by the Government for the successful implementation of PPP projects; the project’s taxation framework, including exemptions and tax exemption regime; the country’s accounting systems; domestic and global insurance and guarantee sector and their products; special privileges and incentives available to the PPP projects; concessional financing options available for PPP projects from the public sector; and other country-specific knowledge. For specific expertise areas, requirement of national and international expertise has been prescribed to accomplish the tasks for the respective expertise areas.

26. The Client expects the TA to primarily nominate experts who are affiliated/associated or its

associate or joint-venture partner (forming part of its consortium, as pre-qualified in the IDC panel); and/or tap international experts who are affiliated/associated with internationally recognized firms, especially the Technical and Legal Specialists, as well as national experts with extensive experience in their respective fields. As such, consulting firms are encouraged to form joint ventures or associations with other consulting firms to enhance their capabilities, strengthen the technical responsiveness of their proposals, make available bigger pools of experts, and enhance the value and quality of their services in accordance with the provision contained in Section 2 – Instructions to Consultants.

27. The list of key experts provided hereunder is indicative and the TAshall include non-

key/additional experts that may be required to successfully complete the assignment. The tasks for each key expert shall be read in conjunction with the scope of works in Section IV.

28. The TA15 and corresponding expertise required for each is shown below:

No. Position Expertise Required

Consultants with International Expertise

1 Marine Transport Operations Specialist/ Team Leader

Fifteen (15) years of demonstrated experience in the development or management of relevantmarine transport/urban ferry/inland waterway system projects or other relevant services and associated facilities compliant with maritime industrystandard/requirements, identification of the issues to be addressed in planning, management, operation and maintenance of marine transport/ferry vessels and terminals. Prepared/manage five (5) relevant marine transport/urban ferry/ inland waterway system projects.

2 Project Finance Specialist Ten (10) years of demonstrated experience in financial modeling/structuring of large infrastructure projects on PPP, value for money analysis, project costing and revenue forecast, development of financing plans, tendering arrangements, global insurance and guarantee products. Prepared five (5) PPP projects.

3 Legal Specialist Ten (10) years of demonstrated international experience in drafting contractual agreements and other related documents/agreements, procurement, PPP policy and institutional assessment, and resolving all legal issues until contract award. Prepared five (5) PPP projects. Should be affiliated/associated with internationally

15

As per ADB’s Guidelines on The Use of Consultants (2010), “‘International Consultant’ means any consulting firm established or incorporated in any ADB member country, including the borrower’s country, or a person who is a citizen of any ADB member country, including the borrower’s country”; and “‘National Consultant’ means any consulting firm or individual from the borrower’s country that is established or incorporated and has a registered office in the borrower’s country, or a person who is a citizen of such country” (footnotes 5 and 6 on page 2).

15

recognized firmthat has demonstrated experience in transport-related PPP projects in jurisdictions outside the Philippines.

4 Marine Business/ Operations Planner

Ten (10) years of demonstrated experience in business/operationsplanning of relevant marine transport/urban ferry/inland waterway system projects including, experience with ferries, terminals and inland waterway planning, technical/engineering and operations issues, marine transport and traffic engineering, hydrographic and topographic surveys andoperational costs analysis. Prepared/manage three (3) marine transport/ferry system projects.

Consultants with National Expertise

5 Legal Specialist Five (5) years of demonstrated experience in drafting contractual agreements and other related documents/agreements, procurement, managing bidding process, PPP policy and institutional assessment, and resolving all legal issues until contract award. Prepared two (2) PPP projects.

6 Marine Transport Operations Specialist

Five (5) years of demonstrated experience in the development or management of marine transport/ferry system and associated facilities compliant with maritime industry standard/requirements, identification of the issues to be addressed in planning, management, operation and maintenance of marine transport/ferry vessels and terminals. Prepared/manage three (3) marine transport/ferry system projects.

7 Naval Architect Five (5) years of demonstrated experience in detailed design, construction and cost estimation of ferries of relevant size and capability consistent with maritime industry standard/requirements. Prepared five (5) relevant vessels designs.

8 Transport Economist Five (5) years of demonstrated experience in transport sector assessment, economic assessment, traffic and travel demand forecasting, and traffic engineering, planning and management, opportunity cost implications, etc. of three (3) projects (public-funded).

9 Architect/Civil Engineer Five (5) years of demonstrated experience in detailed design, construction and cost estimation of ferry terminals and associated facilities compliantwith maritime industry standard/requirements. Prepared at least three (3) marine transport/ferry system projects.

10 Environmental Specialist Five (5) years of demonstrated experience in the preparation of environmental impact statements and environmental management plans/programs for three (3) projects (public- and private-funded) in accordance with the specific requirements in the Philippines.

11 Gender and Social Development Specialist

Five (5) years demonstrated experience in assessment of social impacts including gender analysis and preparation of mitigation measures for three (3) projects (public- funded) in accordance with the specific requirements in the Philippines.

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12 Land Acquisition and Resettlement Specialist

Five (5) years of demonstrated experience in the preparation of land acquisition, land appraisal and valuation and resettlement action plan on development projects for three (3) projects.

13 Development Communications Specialist

Five (5) years of demonstrated experience in public relations, and in the preparation of public communications plan for development projects, with three (3) projects successfully implemented.

29. The scope of work for each expert includes, but is not limited to, the following:

Consultants with International Expertise

(i) Marine TransportOperations Specialist/Team Leader

(a) Provide overall coordination of the delivery of transaction advisory services in the

development of the business case study, preparation of bid documents and contractual agreements, and provision of advisory services until financial close of the project, including the conduct of the international conference on the development projects on PPP in the Philippines with specific reference to the Project.

(b) Prepare the DMF. (c) Undertake a Formal Market Sounding exercise that shall include, among others,

preparation of a Market Sounding document and issuance of the same to the market; conduct one-on-one Market Sounding sessions in association with the PPP Center and DOTC; conduct of workshop to review findings of the market sounding; preparation of a market sounding report that summarizes the findings from the exercise, and ensuring incorporation of the same in the Final Business Case.

(d) Manage the bidding process, including marketing, pre-bid meetings, identification

of potential bidders, bidding query responses, bidder qualification and evaluation criteria development.

(e) Facilitate completion of all the documentary requirements to be submitted to the

ICC; assist the DOTC in addressing all ICC concerns until the approval is accorded by ICC; and ensure that all necessary approvals and permissions are obtained before commencing the tender process.

(f) Ensure timely submission of all deliverables under the engagement (Marine

Transport/Operation Specialist/Team Leadershall coordinate all inputs and submit all reports, facilitate meetings and stakeholder consultations, as required; and liaise with the PPP Center and DOTC).

(g) Prepare highlights of all meetings, particularly agreements, between PPP

Center/DOTC and the TA. (h) Carry out the preparation of the TOR for the procurement of IC. (i) Assist in developing the project structure, including type of services required, cost

estimation and the proposed cost recovery options, and related analysis to ascertain whether the project is viable for PPP implementation.

(j) Develop and finalize the minimum performance specifications and standards

(MPSS) for thedevelopment, including operation and maintenance of the ferry system covering the facilities, services that are needed (based on market analysis) and the services that need to be provided based on international practices, cost estimation and cost recovery methods keeping in view Government’s existing policies, etc.

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(k) Develop and finalize the projected costs for the project on a whole of life basis. (l) Recommend a management system of internationally acceptable standards,

including, changes in the organizational and governance structures, if applicable. (m) Assist in reviewing the quantities and rates for major items of works, requirements

of equipment, consulting services, and other input items. (n) Assist in the project’s financial analysis with inputs on project rationale, project

costs operations, maintenance, required contingency levels, and any other information as requested.

(o) Ensure that local and internationalmaritime industry standard/requirementsare

adhered to while finalizing the Project and the experience in other countries in PPP arrangements on ferry system and associated facilities are taken into account.

(p) Assist in the development/adoption of maritime related policies in connection with

the Project. (q) Provide all the required assistance and advisory support until the financial close of

the Project (or a period of 180 calendar days from the effective date of the contractual agreements signed with the private sector proponent or the concessionaire, whichever is earlier).

(ii)Project Finance Specialist

(a) Develop the financial model, including determination of sound assumptions

resulting in a set of projected financial statements (balance sheet, cash flow, income statement, key ratio analysis), and sensitivity scenarios. The working model shall be submitted whenever requested. The Project Finance Specialist, for the duration of the TA’s contract, shall schedule periodic presentations; and shall make himself/herself available to receive comments or queries and provide responses thereto, and entertain consultations, whenever necessary.

(b) Determine pricing structures and/or cross subsidies under the PPP arrangementto

lessen impact on tariffs passed on to consumers. (c) Formulate an appropriate parametric tariff adjustment formula considering the

impact of the said adjustment to all stakeholders (winning project proponent, off takers, and consumers).

(d) Ensure that all necessary inputs in relation to the Philippine taxation system are

taking in to account.(i.e. tax exemptions and tax incentives, financial accounting systems and the domestic insurance, guarantee and credit enhancement and their products).

(e) Conduct project risk analysis (valuation, allocation and mitigation of risks) to

determine, assess, allocate and manage risks (such as, but not limited to project, commercial, financial, political, economic, force majeure and legal risks) during all project stages.

(f) Assess extent to which project risks can be underwritten by commercial insurance

and corresponding cost. (g) Prepare a contingent liability model for DOTC that quantifies the contingent

liabilities, how the same shall be managed and the funding requirements based on the risk analysis.

(h) Support during the market intelligence gathering from lenders relating to financing terms, and incorporate final debt pricing into the financial model.

(i) Assess various PPPmodels (with due consideration to legal and institutional

impacts) and recommend a suitable modality for the project including required

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contractual agreements and institutional structures (e.g., special purpose vehicles) to effect such PPP arrangement.

(j) Ascertain the potential acceptability of the recommended PPP structure tothe

private investors and potential lenders; and recommend a suitable bankable financing plan for the recommended PPP structure, including appropriate debt equity ratios, loans tenures and rates for project viability.

(k) Prepare, together with the Transport Economist and in coordination with the Team

Leader, the required report and documents as may be required by ICC. (l) Identify appropriate funding sources. (m) Carry out value for money (VfM) analysis or its equivalent. (n) Develop all required due diligence financial documents for potential lenders. (o) Test all key assumptions against financial model outputs. (p) Assess project financial management capacity16.

(q) Assist in developing bid documents, evaluation of the bids/proposals. (r) Provide support to ascertain on-time submission of required deliverables.

(iii) Legal Specialist

The Project Legal Specialist shall develop a policy and legal analysis to take into account the requirements of the selected PPP modality, and prepare all bidding process documentation, including draft RFQ documents, qualification criteria, RFP documents and draft O&M agreement and other agreements/documents through, but not limited to the following: (a) Develop and provide detail to the legal architecture and design of the transaction,

identifying e.g. the (i) type of PPP contract to be used (e.g. BT, BOT, BTO, etc.); (ii) investment commitments to be required, their nature and management; (iii) investment plan, how, where and when investments will be made; and (iv) type of public sector support required, including terms and conditions.

(b) Conduct policy and institutional assessment, including the role of regulatory bodies

in the conduct of the project,to ascertain the validity and viability of the proposed PPP structure for the project taking into consideration requirements of the labor laws and other related laws.

(c) Assess DOTC’s capacity to manage the project once operational, and recommend

required changes and capacity improvement measures as appropriate. (d) Recommend institutional measures to improve the operations and governance of

the DOTC with the purpose of ensuring efficient management of project assets. (e) Develop “bankability” measures for the proposed PPP structure, such as fee

payment mechanisms, preconditions for a private operator to fulfill service obligations, default and risk clauses, and step-in rights of government.

(f) Assist in the project risk analysis.

(g) Assess extent to which project risks can be underwritten by commercial insurance

and corresponding cost.

(h) Identify licensing, permitting and other legal risks that need to be addressed and allocated for each PPP option.

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For reference purposes, ADB financial management guidelines can be used. See ADB.2005. Financial Management and Analysis of Projects. Manila.

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(i) Recommend appropriate bid strategy in accordance with the BOT Law; and

prepare all necessary bid/tender documents, including the Information Memorandum, MPSS, draft PPPcontract between DOTC and the private sector, and bid evaluation criteria, among others, to facilitate bidding of the project.

(j) Assist DOTC in the following activities: a) preparation or collation of documents

and data to be made available in the data room for prospective bidders; b) issuance of all bidding-related notices/requests;c) conduct of the pre-bid conference/s;d) responding to queries;e) evaluation of bids; and f) contract finalization and award.

(k) Assess Government’s role, including local government units, in the proposed PPP

project, whether that role corresponds with the Government’s legal obligations, and maintains sufficient power to protect the Governments interests.

(l) Review and assess legal issues associated with the management of the social,

economic and environmental impacts of the project in a manner consistent with international best practices, including among others issues on resettlement, and environmental consequences of the project.

(m) Provide signed legal opinions on the possible legal issues which may need to be

addressed in the course of the preparation, tender and implementation of the Project.

(n) Provide support to ascertain on-time submission of required deliverables.

(iv) Marine Business/OperationsPlanner

(a) In coordination with the Marine Transport and Operation Specialist/Team Leader,

conduct site enablement review to identify requirements for the project, including planning of ferries, terminals and inland waterway assets and infrastructure, the size of land, utility services and access arrangement that are needed in the project, and consideration of technical/engineering and operations issues.

(b) Review existing ferry system arrangement in the study areas, including the

demand and supply of transport services. (c) Undertake detailed assessment of the demand and prepare forecast, taking into

account the ferry system to be developed. (d) Conduct traffic surveys on passenger of other transport modes (i.e., rail, and road)

and private vehicle users and determine the impact of the project to these modes and how developments in these modes may affect the project.

(e) Identify the assets that will be required in the project, including necessary

interconnectivity/interconnection with the other modes of transportation. (f) Assess commercial/tourism potential (or other non-fare box potential) for the

project, incase fare revenue (or passenger demand) alone will not likely make the project viable.

(g) Assist in the finalization of the MPSS for the construction, operation and

maintenance of the ferry system covering the facilities, services that are needed (based on market analysis) and the services that need to be provided based on international practices, cost estimation and cost recovery methods keeping in view Government’s existing policies, etc.

(h) Assist in the finalization of the projected costs for the project on a whole of life

basis. (i) Assist in the project’s financial and economic analysis with inputs on the project

rationale, project costs operations, maintenance, required contingency levels, and any other information as requested.

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(j) Provide support to ascertain on-time submission of required deliverables.

Consultants with National Expertise

(v) Legal Specialist (a) Assist in the development of legal architecture and design of the transaction,

identifying e.g. the (i) type of PPP contract to be used (e.g. BT, BOT, BTO, etc.); (ii) investment commitments to be required, their nature and management; (iii) investment plan, how, where and when investments will be made; and (iv) type of public sector support required, including terms and conditions, when necessary.

(b) Assist in the conduct of policy and institutional assessment to ascertain the validity

and viability of the proposed PPP structure for the projecttaking into consideration requirements of the labor laws and other related laws. The institutional assessment should include a determination of the appropriate regulatory body tasked to monitor MPSS and KPIs set out in the Concession Agreement, and to enforce the necessary rules and regulations pertinent to a ferry service.

(c) In consultation with the Social Development Specialist, recommend appropriate

institutional arrangement for the project taking into consideration the roles and responsibilities of DOTC.

(d) Provide advice on country-specific experience on PPP projects relating to

jurisprudence (including those related to local government units), regulatory framework and COA issuancesthat may have an impact on the project.

(e) In accordance with the Philippine BOT Law and IRR and other legislation, assist in

the bidding process management through documentation preparation and undertaking stakeholder consultations.

(f) Assist in the preparation of all necessary bid/tender documents, including the

Information Memorandum, MPSS, including preparation of draft PPP/O&M contract between DOTC and the private sector, and bid evaluation criteria, among others, to facilitate bidding of the project.

(g) In coordination with the Project Finance Specialist, assess extent to which project

risks can be underwritten by commercial insurance and corresponding cost. (h) Provide support to ascertain on-time submission of required deliverables.

(vi) Marine TransportOperations Specialist

(a) Assist in the preparation and finalization (or developing such portions as may be required) of the project structure, including type of services required, cost estimation and the proposed cost recovery options, and related analysis to ascertain whether the project is viable on PPP.

(r) Assist in developing and finalizing the minimum performance specifications and

standards (MPSS) for the development including operation and maintenance of the ferry system covering the facilities, services that are needed (based on market analysis) and the services that need to be provided based on international practices, cost estimation and cost recovery methods keeping in view Government’s existing policies, etc.

(b) Assist in developing and finalizing the projected costs for the project on a whole of

life basis. (c) Assist in reviewing the quantities and rates for major items of works, requirements

of equipment, consulting services, and other input items;

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(d) Assist in the project’s financial analysis with inputs on project rationale, project

costs operations, maintenance, required contingency levels, and any other information as requested.

(e) Provide inputs related to the country specific knowledge of the ferry system and

regulatory issues involved, market analysis and sector specific requirements, special privileges and incentives announced by the Government for the sector/for implementation of the project on PPP.

(f) Provide support to ascertain on-time submission of required deliverables.

(vii) Naval Architect

(a) Assist in the preparation of the minimum performance specifications and

standards for the proposed ferry system. (b) In coordination with the Marine Transport/Operation Specialist/Team Leader,

identify optimum concept vessels for the local conditions, and prepare design vessels and cost estimation of ferries of relevant size and capability consistent with local and internationalmaritime industry standard/requirements.

(c) Provide inputs in the finalization of the project’s financial analysis. (d) Provide support to ascertain on-time submission of required deliverables.

(viii) TransportEconomist

(a) Undertake an economic cost–benefit analysis. The analysis should include,

among others, the following:

(1) Transport sector assessments, demand-supply (market analysis), opportunity cost implications, projected project benefits and impacts;

(2) Willingness-to-pay survey to determine whether the end-user tariffs are socially acceptable;

(3) Determination of project rationale and economic impact in comparison with alternative options; and

(4) Determination of realistic economic rates of return for the project under various scenarios.

(b) In consultation with the Social Development and Gender Specialist, ensure that

the project provides desired and equitable benefits to end users. (c) Together with the Project Finance Specialist, shall prepare the required report and

documents as may be required by the ICC. (d) Provide support to ascertain on-time submission of required deliverables.

(ix) Architect/Civil Engineer

(a) Assist in the preparation of the minimum performance specifications and

standards for the proposed ferry system. (b) In coordination with the Marine Transport/Operation Specialist/Team Leader,

prepare basic design of the ferry system terminals and associated considering the best technology available taking into taking into consideration the global best practices, standards and specifications as well as its corresponding cost implication.

(c) Provide inputs in the finalization of the project’s financial analysis. (d) Provide support to ascertain on-time submission of required deliverables.

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(x) Environmental Specialist

(a) Review and update, as necessary, the environmental assessment and ensure substantive and forma-wise consistency with the Government’s environmental requirements, i.e., ECC.

(b) Review and update, as necessary, the assessment on critical environmental factors related to noise, pollution, handling, storage and disposal of toxic and hazardous products, solid waste, water and flooding, carbon emissions, geo-hazard conditions, and, resilience to climate change conditions such as storm surges and floods.

(c) Recommend appropriate mitigating measures and designs to improve the project’s environmental sustainability and management plan during project operation.

(d) Ensure that the environmental management plan and mitigation measures are integrated in the project operation.

(e) Identify all government environmental clearances, required permits, and approvals.

(f) Evaluate DOTC’s capacity to implement mitigation measures, and where necessary recommend capacity improvement training programs and measures.

(g) Ensure inclusion of the environmental management plan in the bidding documents.

(h) In case the project involves obtaining funding from the Multilateral Development Partners (MDPs), the consultants shall ensure compliance with environmental safeguards of such MDP.

(i) Provide support to ascertain on-time submission of required deliverables.

(xi) Gender and Social Development Specialist

(a) Collect sex-disaggregated data of clients/users of the project. (b) Conduct gender assessment and analysis of needs of women and men clients as

well as gender differential impact of the project. (c) Review gender risks and develop mitigation measures. (d) Draft a gender mainstreaming framework for the project, based on Philippine

gender laws. (e) Undertake poverty and social analysis of the project in accordance with country

requirements. (f) Map social and gender impacts from implementing the project and develop

strategies to mitigate such impacts. (g) Prepare poverty reduction and social strategy frameworks (e.g., resettlement

plans) with recommendations for involuntary resettlement, and gender safeguards in accordance with the requirements in the Philippines, as applicable.

(h) Assess DOTC’s capacity and commitment to undertake social impact due

diligence, impact monitoring, and mitigation measures implementation (e.g., resettlement implementation, monitoring and evaluation).

(i) Conduct a willingness-to-pay survey to determine whether the proposed tariffs are

socially acceptable. (j) Ensure project compliance with the Philippines involuntary resettlement regulatory

framework.

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(k) Ensure inclusion of the social/safeguard requirements in the bidding documents,

along with the requirements to comply therein. (l) Provide support to ascertain on-time submission of required deliverables.

(xii) Land Acquisition and Resettlement Specialist

(a) Ensure preparation of land acquisition and resettlement action plan (LARAP)that

are adequate and compliant with the Philippines requirements.

(b) Ascertain the legal status and site availability of the identified site for the terminal.

(c) Establish the appraised value of the land and in coordination with the Marine Transport Planner assist in identifying the best location in terms of its strategic placement, ease of acquisition, security etc.

(d) Conduct household survey and make necessary tagging for use in the development of the compensation plan.

(e) Provide support to ascertain integrity, consistency and on-time submission of required deliverables.

(xiii) Development Communications Specialist

(a) Conduct a public communications needs analysis involving the project. (b) Design mechanisms such as, but not limited to, workshops to generate feedback

from stakeholders on critical aspects of the project, identify conflicting stances and facilitate communication aimed at finding mutually acceptable modes of collaboration among stakeholders.

(c) Propose communication strategies across multiple stakeholders to address the identified communications needs. These should be aligned with the objectives, solutions-orientation and positive messaging of the Philippine PPP program.

(d) Develop a communications plan, detailing out the phases of implementation, use of tools, including those online, to improve the engagement process of stakeholders, periodic monitoring and evaluation of the plan, and the cost of the plan. Plan should incorporate key message development, positioning and management of issues anticipated to arise in the key areas of the project such as economic and financial aspects, the environment, gender and social safeguards, among others.

(e) Assess the capacity of the DOTC in putting the communications plan onstream and recommend to DOTC the ways to respond to perceived gaps in implementing the plan.

VI. DURATION OF THE ASSIGNMENT

30. Considering that many activities will be undertaken concurrently, it is estimated that the

above services would require a period of about 730 calendar days from the date of commencement of the services until the financial close of the project or a period of 180 calendar days from the effective date of the contractual agreements signed with the private sector proponent or the concessionaire, whichever is earlier. The detailed work plan submitted as part of the technical proposal for the IDCA shall be discussed and agreed with the PPP Center and DOTC before signing the IDCA contract.

VII. DELIVERABLES AND TIME SCHEDULE

31. The general deliverables of the project and corresponding date of submission are

presented in the table below. The TA shall submit a Monthly Progress Report by the 5th of each month summarizing the achievements in the previous month.

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No. Deliverable Phase of Study (Refer to Section IV)

Timeline from the commencement date(a)

1 Draft Inception Report 10days

2 Monthly Progress Report(b)

3 Draft Business Case: Phase 1 - Pasig River/Marikina River Ferry System Phase 2 - Laguna Lake and Manila Bay Ferry System

I 90 days 120 days

4 Market Sounding Report I 130 days

5 Draft ITPB and qualification criteria II 150days

6 Draft bidding documents, including ITB, draft concession agreement, MPSS, evaluation criteria,

II 230 days or 20 days after NEDA Board approval, whichever is later

7 Draft Close-out Report III 520days or 310 days after NEDA Board approval, whichever is later

(a) In calendar days.

(b) Submitted 5th

of every month.

32. In addition, the TA shall submit the special reports as indicated in the table below.

No. Special Report Timing of Submission

1 Design and Monitoring Framework With deliverable No. 1, 3

2 Land Acquisition and Resettlement Action

Plan

With deliverable No. 3

3 Financial and Economic Model/s With deliverable No. 3

4 Gender Assessment and Analysis of Needs With deliverable No. 3

5 Environmental Impact Statement including an

Environmental Management Plan


6 Communications Plan With deliverable No. 3

7 Accomplished ICC-Project Evaluation Forms With deliverable No. 3

8 Draft concession agreement and other

agreements/documents


9 Bid Process Report Upon finalization of bid

evaluation report/s

10 Draft Case Study With deliverable No. 6

11 PPP Management Plan With deliverable No. 6

33. All reports shall be submitted to PPP Center and DOTC in electronic format as MS Word

document (latest version) and printed in 5 copies. Models and workflow, process and data diagrams shall be submitted electronically in their appropriate dynamic application files. Minimum requirement on the content of the deliverables is indicated in Annex A.

34. The TA, in close coordination with the Project Study Committee (PSC), shall conduct

quality reviews to obtain feedback on all draft versions of deliverables as appropriate.The TA shall make presentations to the PSC on each deliverable (i.e., draft Inception report, draft and draft Business Case Study) wherein the entire team should be present during the presentations.

VIII. TERMS OF PAYMENT

35. The TA will be paid on a lump sum basis. The total fees shall be paid based on

various milestones achieved. The payment shall be released by the PPP Center based on the approval of the PSC on the outputs delivered by the TA, after ensuring that these outputs conform to the requirements of the Government.

36. The details of the stages and the key associated tasks, percentage payments and the

maximum timeframe for release of payments are indicated below.

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Phase of the Study

(a)

Stage Milestones Key Associated Tasks(b) Percentage of

Payment(c)

Due datefrom commencement

(d)

1 Acceptance of the Inception Report

Draft DMF 10% 40days

I 2 Submission of Market Sounding Report

Conduct of Formal Market Sounding including preparation and issuance of a Market Sounding document, conduct of one-on-one Market Sounding sessions in association with the PPP Center and PNOC, conduct of workshop to review findings of the market sounding and preparation of a market sounding report.

5% 160 days

3 Acceptance of the final Business Case Study(Phase 1 and 2) (including among others, all Phase 1 related special reports)

Detailed economic analysis; project rationale; DMF; project cost estimates; technical design/ specifications, value for money (VfM) analysis; institutional analysis, financial modeling and sustainability analysis; financing plan; due diligence documents for potential debt providers; project risk analysis and mitigation measures including any required government support; social, gender and environmental impacts; project implementation schedule, etc.

25%

210 days

I 4 Acceptance of the draft ITPB

Preparation of draft ITPB documents including bidders’ qualification and bid evaluation criteria

10% 270 days

II 5 Approval of the bidding documents and draft concession agreement

Support during ICC/NEDA Board review; and assist in replying to their queries, including carrying out necessary changes in the feasibility study and financial model, etc; evaluation of PQ documents; preparation of draft bidding documents including draft concession agreement; support until issuance of approved bidding documents

15% 340 days or 100 days after NEDA Board

approval, whichever is

later

26

Phase of the Study

(a)

Stage Milestones Key Associated Tasks(b) Percentage of

Payment(c)

Due datefrom commencement

(d)

II 6 Completion of bid evaluation and determination of the winning bidder; and acceptance of the Bid Process Report

Assistance in pre-bid consultations, and during bid evaluation and finalization of bid evaluation reports including replying to the queries of various stake holders, completion of all the formalities as per the Philippine BOT Law, and contract negotiations, etc.



later

II 7 Signing of the contractual agreement

Assistance during the signing of the contractual agreement with the prospective private sector proponent or concessionaire



later

III 8 Acceptance of the Close Out Report, Case Study, and PPP Management Plan; and Financial close of the Projector 180 days from signing of contract with the private sector, whichever is earlier.

Assistance until the achievement of the financial close, and finalization of the Close Out Report, Case Study, and PPP Management Plan



later

(a) Refer to Section IV. (b) Refer to Section IV. Indicative and not exhaustive. (c) Percentage of payment of the contract value. (d) In 30 calendar days from the date of submission of invoice pursuant to completion of each milestone. In

case there is a change in the dates of deliverables, the due dates for release of payments shall be adjusted accordingly.

IX. INSTITUTIONAL ARRANGEMENTS AND COUNTERPART ASSISTANCE

37. The PPP Center shall sign the contract (lump sum) with the selected firm with conforme of

the DOTC for providing transaction advisory services. The TA shall work closely with DOTC and the PPP Center and the other government agencies as may be required during the assignment.

38. A PSC, composed of representatives from DOTC and the PPP Center, has been

established to review and assess the acceptability of project deliverables. 39. DOTC and the PPP Center shall provide the TAwith all available pertinent data and

previous studies, if any, useful to the Project. DOTC and the PPP Center shall liaise with other agencies to ensure that the TA has access to all information required as may be allowed under Philippine laws.

40. DOTC will provide the required office space for use by the TA. However, the TA shallbe

responsible for providing all necessary facilities and logistical support for its staff, including vehicles, miscellaneous transportation, office equipment (computers, printers, telephone, and internet services), survey &investigation equipment, communications, utilities, office supplies and other miscellaneous costs for carrying out the services as per the requirements of the TOR. Further, the TAwill need to provide all the administrative, technical professional, and support staff needed to carry out their services.

27

Annex A – STANDARD REPORT FORMATS

(Minimum requirement)

Inception Report

Introduction o General Project Information and Objectives o Draft Design and Monitoring Framework o Mobilization, Team and Organization Information

Inception Mission Findings o Key Findings o Confirmation of Plan of Approach, Methodology and Timelines (advisor may

propose enhancements/changes)

Critical Issues to be addressed and Recommendations

Reporting Requirements

Adjusted Work Plan and Schedule Monthly Progress Report

Executive Summary

Project Plan and Schedule (Gantt, planned versus actual)

Major Accomplishment for each Activity and Task

Deviation (and Cumulative Deviation) from Schedule

Personnel Movement/s and Inputs as compared to submitted Personnel Schedule and Work Program

Issues/problems

Corrective Actions to be Taken

Staffing (on-site) for Time Period Design and Monitoring Framework (Refer to ADB Guidelines on Preparing DMF) Bid Process Report

Executive Summary

General Project Information and Objectives

The Bidding Procedure

Bidding Plan and Schedule (Gantt, planned versus actual)

Issues/problems Encountered and Corrective Actions Taken

Summary of Key Observations and Recommendations Close Out Report

General Project Information and Objectives

Summary of All Deliverables Completed

Performance Measurement

Transition Plan o Assessment of Technology/Capacity Transferred o Strategy for Implementation o Specific Future Actions o Documents/Resources Turned-over

Project Document/ Resource

Transferred to whom

Type (of document or resource)

Remarks

Lessons Learned

Problem Statement

Problem Description

References Recommended Changes

Outstanding Issues (including incomplete task/s, in any)

Request for project closure approval

http://www.adb.org/documents/guidelines/guidelines-preparing-dmf/guidelines-preparing-dmf.pdf