TOR for Transaction Advisors for Toll Roads Development
Photo Credit: Image by Pixabay
Sample Terms of Reference for Selecting Transaction Advisors for Toll Roads Development:
This document has been prepared as part of the annex of the section on Guidelines in Implementing Asset Recycling in the PPP Legal Resource Center (PPPLRC) for contracts, laws and regulations. It is for general guidance purposes only and should not be used as a substitute for specific legal advice for a project. Project Background The [Relevant Authority’s] Board of Directors is engaging the integrated consultant services (either as a single firm or consortium, referred to as 'the consultant') for the transaction advisory services for the [operations, maintenance and management] of the [xxx] power plant for the next [xxx] years under an Asset Recycling Scheme (“the Project”). Objective and Purpose of the Project The Consultant will directly support the [Relevant Authority] with the provision of advisory and transaction services for this Project. The key project objective is to carry out the technical and financial feasibility studies, develop technical specifications and standards, draft legal contractual framework and assist in the administration of asset recycling partner selection from inception to the financial close. During the tender support process, the consultant will assist the [Relevant Authority] in implementing a competitive tender, consistent with the best international practices and local laws. Legal Basis The legal basis for the framework of the preparation and selection of a partner for [XXX] power plant (XXX MW) under the Asset Recycling Scheme refers to [.] Laws and Regulations including but not limited to: Introduction The Consultant scope of work involves multi-disciplinary capabilities and expertise involving planning, toll roads traffic forecasting, toll roads business valuation, toll roads funding and financing and transaction advisory. In addition, the experience of drawing legal and regulatory framework, with emphasis in concession structuring of transport infrastructure is also needed for this project. The study's scope of services forms a part of the following deliverables/tasks: Consultant Governance Structure It is expected that consultant team will be comprised of a Financial, Technical and Legal advisory team. The Financial Consultant will be the lead consultant and work closely with others as an integrated team under [Relevant Authority’s] guidance, particularly during the feasibility and tender process. Scope of Works The below Scope of Services reflects the minimum requirements which [Relevant Authority] envisages will be necessary to conduct the consultancy advisory services. It is expected that the consultant will be appointed and commence its services no later than [xxx]. The entire project scope is expected to be completed within [xxx weeks] with the following indicative timeline allotted to the following: Composition of Consultant's Expert Team The project is scheduled to be delivered within [XXX] months, including [XXX] weeks for the completion of monitoring and evaluation report after the project financial close. Under the project requirements, the consultant will mobilize the following experts: The Consultant will determine the number, effort and the nature of experts/support staff they will require to achieve the objectives of the project, in accordance with their proposed approach and methodology. However, the [Relevant Authority] requires a minimum of [XXX] key experts for proposal evaluation purposes. For any changes in the team composition post award award shall have to be agreed with the [Relevant Authority]. Project Deliverables Indicative Payment Schedule Form of Proposal The Consultant's proposal must be submitted in [bilingual (both in English and [.]) / English], duly signed by the authorized signatory of the Lead Consultant. The following criteria will be used as guidance in comparing and evaluating the different proposals submitted by the Consultants. The proposal should include a technical and financial proposal comprised of the following: Notice of Receipt and Queries and/or Clarification Consultants shall acknowledge receipt of this RFP immediately upon receipt. Consultants shall also advise of their intention to submit a Proposal no later than XXXX202Y. Consultants may request clarifications and/or raise queries in writing, during the period of submission, with respect to any aspect of this RFP. The final date for requesting any query and/or clarification or further information is XXX. No queries and/or clarifications will be responded to after this date. Should the [Relevant Authority] provide additional information or responses to a Consultant, it reserves the right to issue a copy of such information to all Consultants and all additional information or responses will form part of this RFP. All correspondence including notification of receipt, confirmation of intention to submit a Proposal raising queries and/or clarifications shall be delivered directly to [Procurement Unit of Relevant Authority] Submission of Proposal Consultant proposals are to be submitted no later than XXX202Y (the “Submission Date”) and delivered directly to: [Procurement Unit of Relevant Authority] Validity of Proposal Proposals shall remain valid and binding upon the Consultants for a period of ninety (90) calendar days from the Submission Date ("Period of Validity"). Proposals valid for a shorter period may be rejected by [Relevant Authority] as failing to be deemed substantially responsive pursuant to this TOR. Proposals may be accepted at any time before the expiration of the Period of Validity. [Relevant Authority] may, not later than fourteen (14) calendar days prior to the expiration of the Period of Validity, request the Consultant's consent to an extension of the Period of Validity. Both the request for extension and the response shall be made in writing. Reservation of Rights [Relevant Authority] reserves the right to, at its absolute discretion: Cost of Preparation of Proposals All costs incurred by the Consultant in the preparation and lodgement of their Proposal or otherwise in the course of the evaluation of their Proposal shall be borne by the Consultant. [Relevant Authority] will not be responsible for and will not pay for, any expense or loss that may be incurred by the Consultant in the preparation, evaluation or negotiation of their Proposal. Acknowledgement Submission of a Proposal by the Consultant will constitute and evidence acknowledgement by the Consultant that it has: Form of Agreement The successful agreement should form the basis of client-consultant model services agreement as defined in the draft [to be drafted at the transaction stage].Introduction
Scope of Work
Project Duration and Reporting
Expert Requirements
Project Deliverables
Project Evaluation Criteria
Instruction to Consultants
The Guidelines have not been prepared with any specific transaction in mind and are meant to serve only as general guidance. It is therefore critical that the Guidelines be reviewed and adapted for specific transactions To find more, visit the Guidelines to Implementing Asset Recycling Transactions Section Overview and Content Outline, or Download the Full Report.
TABLE OF CONTENTS
I. GUIDELINES FOR IMPLEMENTING ASSET RECYCLING
7. Bundling and Unbundling Criteria
8. Climate Finance in Asset Recycling
9. Islamic Finance and Asset Recycling
• Introduction: Islamic Finance in Asset Recycling
• Key Considerations of Islamic Finance in Assets Recycling
• Overview of Assets Recycling Through Islamic Finance
• Assets Recycling Process in Islamic Finance
• Case Studies on Islamic Finance for Asset Recycling
• Way Forward for Countries to Tap Into Asset Recycling Through Islamic Finance
Related Content
Additional Resources
Sample Terms of Reference (TORs) for PPP Advisors
Sample TORs by Project
Type of ResourcePPP Reference Guide