Template for Request for Proposals (RFP) Addendum 4 Prepared by Genesis Analytics 4 December 2013 Note: This template contains two types of instructions to the compiler. Square parentheses ([ ]) indicate sections that must be completed as indicated therein. The comments within the curly parentheses ({ }) are more general instructions to the compiler, indicating how these sections should be completed. These sections will generally vary from project to project and should be considered in context of the project for which the document is being drafted. The template should be used as a guide only and compilers should feel free to deviate from the suggested template where it may be felt that such deviation is warranted.
Request for Proposals: [INSERT DESCRIPTION OF PROJECT] Tender No: [INSERT] CLOSING DATE FOR ACCEPTANCE OF PROPOSALS: To be received no later than: [INSERT TIME] On [INSERT DATE] At [INSERT ADDRESS] ALL ENQUIRIES TO BE MADE IN WRITING BY [INSERT DATE] AT [INSERT TIME] AND ADDRESSED TO: [THE BID OFFICE] TEL. #: [INSERT] FAX #: [INSERT] E-MAIL: [INSERT]
DISCLAIMER The information contained in this Request for Proposals ( RFP ) document has been prepared by the [Insert Institution name] of the Government of [Insert Country name] (the Institution ), in good faith based on information obtained from various sources. While all reasonable care has been taken in preparing this RFP, the information contained herein does not purport to be comprehensive or to have been verified by the Institution or any of its officers, employees, servants, agents, advisers or any other person. Accordingly, neither the Institution nor any of its advisers make any representation or warranty or give any undertaking, express or implied, or accept any liability or responsibility for the adequacy, accuracy or completeness of any of the information or opinions stated herein or any other written or oral information made available in connection with this process and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The Institution will make only those particular representations and warranties set forth in the definitive transaction documents when, and if, such definitive transaction documents are ultimately agreed and executed, and subject to such limitations and restrictions as may be contained therein. The RFP documents do not contain all the information which may be required by the Bidder to develop a possible Proposal. Every Bidder should conduct its own independent analysis of the requirements and the relevant data supplied or referred to herein or that have been obtained during its investigations. Therefore any party considering responding to this RFP should seek its own independent financial, legal and other advice. The Bidder shall not have any claim against the Institution or any other department in the Government of [Insert Country name], its officers, employees, servants, agents or advisers arising out of any matter relating to the Project of any nature whatsoever where such claim is based on any act or omission by the Institution, of any nature whatsoever, under any circumstances whatsoever or such claim is based on the content of or any omission from this RFP of any nature whatsoever.
TABLE OF CONTENTS DISCLAIMER GLOSSARY OF TERMS 1. SECTION 1: INTRODUCTION 1.1. Purpose of the RFP and Procurement Process 1.2. Important Notices 2. SECTION 2: GENERAL INFORMATION TO BIDDERS 2.1. Explanation of Project 2.2. Institutional and Regulatory Framework 2.3. Procurement Framework and Timelines 2.4. Bidder s Due Diligence 2.5. Interaction with Bidders During the Bidding Process 2.6. Data Room 2.7. Quality Management System 3. SECTION 3: INSTRUCTIONS TO BIDDERS 3.1. General 3.2. Eligibility 3.3. Submission of RFP Bids and Negotiation Stage 3.4. Integrity and Honesty 3.5. Acknowledgement of Law 3.6. Legal Personality of Bidder and Subcontracting Arrangements 3.7. Cost of Submitting Proposals 3.8. Confidentiality 3.9. Copyright and Ownership 3.10. Corrupt Gifts and Payments 3.11. No Contract 3.12. No Collusion 3.13. Non-compliance 3.14. Signing Requirements 3.15. Institution s Right to Conduct a BAFO Process 3.16. Format of RFP Bid 3.17. Close Date and Opening of RFP Bid 3.18. Contact Policy 3.19. Inconsistency 3.20. Further Information 4. SECTION 4: EVALUATION OF BIDS 4.1. The Evaluation Process 4.2. Evaluation, Scoring of Bids and Selection of Preferred and Reserve Bidders 4.3. Minimum Bid Requirements Appendix 1: Response Forms Annexure A: Declaration by the Bidder Annexure B: Letter of Intent Annexure C: Confidentiality Undertaking Appendix 2: Bid Security Annexure D: Pro Forma Bid Bond Annexure E: Pro Forma Successful Bidders Bond
Appendix 3: Project Information Annexure F: Project Brief Annexure G: Risk Matrix Annexure H: Payment Mechanism Appendix 4: Requirements Annexure I: Project Management and Contract Management Response Requirements Annexure J: Technical Response Requirements Annexure K: Legal Response Requirements Annexure L: Financial and Insurance Response Requirements Annexure M: Local Economic Development Minimum Response Requirements Appendix 5: Data Room Annexure N: Data Room List Annexure O: Physical Data Room Access Protocols Appendix 6: Bid Requirements Checklist Annexure P: Compliance Submission Checklist Annexure Q: Proposal Requirements Checklist {Insert page numbers for each section}
GLOSSARY OF TERMS 1. Definitions In this RFP and in any other Project Documents (as defined below) which so provides, the following words and expressions shall have the meaning assigned to them below and cognate expressions shall have a corresponding meaning, unless inconsistent with the context: Accounting Officer Adjusted PPP Price Affordability Associate Base Date Bidders Bid Bond means the accounting officer of the Institution contemplated by [Insert relevant regulation reference]; means the net present value of the Bidder s proposed Unitary Payment as adjusted by the Institution in accordance with the provisions set out in paragraph 4.2.8; means the meaning given in the [Insert relevant regulation reference, if applicable]; means, in relation to the Bidder/ Consortium Member, a person who controls, is controlled by, or is under the common control with such Bidder/ Consortium Member. As used in this definition, the expression control means, with respect to a person which is a company or corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent) of the voting shares of such person, and with respect to a person which is not a company or corporation, the power to direct the management and policies of such person by operation of law; means [Insert date]; means individuals, organisations or consortia that have been pre-qualified and are entitled to submit a RFP Bid in respect of the Project; means a document in the form of a bank guarantee to be submitted by the pre-qualified Bidders and the preferred Bidder as security for their commitment to continue participating in this procurement process; Bid Requirements means the Bid Requirements stipulated in Table 3 below paragraph 4.3 which form part of the requirements of a Compliant Bid; Briefing Note Close Date Compliant Submission means written documentation issued by the Institution to disseminate further instructions, programme changes, information updates and clarifications in relation to the Project; means that date and time specified in paragraph 3.17.1, as may be extended in accordance with paragraph 3.17.4; means a RFP Bid meeting the requirements of Part A of paragraph 4.3.1
Compliant Bid Consortium Contracts Committee Custodian Data Room Eligible Experience Eligible Projects Enterprise Equity means a Compliant Submission meeting requirements of Part B of paragraph 4.3.2; means any group of persons or firms jointly submitting a RFP Bid to perform the Project as required by the Institution irrespective of the existence of a formal agreement or arrangement between them or not; means the Contracts Committee established by the Accounting Officer; means the person appointed by the Institution or the appointment of whom is procured by the Institution to act as the custodian of the Data Room Project; means the virtual and physical data rooms to be established by the Institution in accordance with the provisions of paragraph 2.6.1 below; means Bidder experience which would qualify as eligible technical capacity in terms of Section 5.3.1; means those projects undertaken by the Bidder that qualify as eligible in terms of Section 5.3.1; means a company, close corporation, juristic person, trust, partnership, joint venture, association or sole proprietor, whether or not having separate legal personality; in relation to an Enterprise which is a company, means the shareholder funding of that company, consisting of: a) the paid up share capital in the issued share capital of the company; and/or b) the amount standing to the credit of the share premium account in the company; and/or c) the principal amount of loans (including any capitalised interest) lent to the company by its shareholders, subordinated or to be subordinated as may be required by the principal external debt financiers of the company. Equity Members means Consortium Members who become Shareholders in the Project Companies; Evaluation Criteria means the evaluation criteria to be applied by the Institution in the evaluation of the RFP Bids; Evaluation Committee means the committee referred to in Section 4; Facility means the facility to be [financed, designed, constructed, managed and maintained] {amend as required} by the Private Party in accordance with the terms and conditions of the Concession Agreement; Feasibility Study means the feasibility study comprising a needs analysis, option analysis, technical due diligence and legal due diligence, prepared by the Transaction Advisory Team for the Institution in accordance with
PPP practice to demonstrate the feasibility of the Project and which was approved by the Institution in [Insert date] Financial Close means the date of signature of the proposed Public Private Partnership Concession Agreement by the last party thereto to sign same; IFRS means generally accepted accounting principles approved from time to time as International Financial Reporting Standards by the International Financial Reporting Standards Committee; Institution Organisation Key Contractor Law Lead Member Lenders Member Net Worth Operations Payment Mechanism Post-Qualified Bidder PPP PPP Agreement means the [Insert name of the Institution]; refers to each relevant sole proprietor, partnership, incorporated company, cooperative etc. as appropriate; means the person, firm, or entity who in the Bidder s Proposal undertakes (or is committed) to provide any one or more of the following goods and/or services in regard to the Project, namely design, construction, commissioning of the facilities, or facilities management; shall mean the Law of [Insert country name]; means the Enterprise authorised by the Equity Members of a Bidder to sign the RFP Bid on their behalf and to bind them accordingly to its contents; means any person committing to provide and/or providing funding to the Bidder for purposes of undertaking this Project; means member of a Consortium; means the sum of subscribed and paid up equity and reserves from which shall be deducted the sum of revaluation reserves, miscellaneous expenditure not written off and reserves not available for distribution to equity share holders; means the facility management services as listed and fully described in Appendix 3 of this RFP; means the mechanism to form part of the Concession Agreement for the payment of Unitary Payments to the Private Party and the deduction of penalties from the Unitary Payments in accordance therewith; means a Bidder having experienced a change of composition including, without limitation, a change in Control, which change has been approved by the Institution in terms of paragraph 3.6.5 of the RFP; means the Public Private Partnership as defined in [Insert relevant regulation reference, if applicable]; means the PPP agreement that will be entered into between the Government, the Institution and the
Private Party pursuant to which the Private Party is contracted to [Insert description of Project], a draft of which is contained in volume 2 of the RFP; PPP Base Case Financial Model means the spread sheet based base case financial model for the PPP Facilities prepared according to the instructions contained in Annexure [Insert relevant Annexure] (Financial and insurance response) and which will be used as the basis for the Base Case Financial Model for the PPP Agreement; PPP Contractual Close PPP Debt PPP Development Period PPP D&C Subcontract PPP D&C Subcontractor PPP Framework PPP Lender PPP O&M Subcontract PPP O&M Subcontractor PPP Model Assumptions PPP Subcontracts PPP Subcontractors Private Party means the date on which the PPP Agreement is signed; means the limited recourse/non-recourse term debt funding to be provided by a PPP Lender to the Private Party for the purpose of financing the PPP Works and for other purposes permitted by the PPP Lender; means the period from the Signature Date up to and excluding the Scheduled Service Commencement Date, unless the PPP Agreement is terminated earlier in accordance with its terms; means the design and construction subcontract entered into between the Private Party and the PPP D&C Subcontractor governing the performance of the PPP Works; means the Enterprise or joint venture of Enterprises appointed by the Private Party to perform the PPP Works;; means the contractual and legal context in which public sector procurement is achieved by way of a PPP; means any person providing financing to the Private Party under the PPP Financing Agreements; means the operations and maintenance contract between the Private Party and the PPP O&M Subcontractor in respect of the PPP Services; means the Enterprise or joint venture of Enterprises appointed by the Private Party to perform the PPP Services; means, the assumptions underlying the PPP Base Case Financial Model; means the PPP D&C Subcontract and the PPP O&M Subcontract; means the counterparties of the Private Party to the PPP Subcontracts including the PPP D&C Subcontractor and the PPP O&M Subcontractor; means the preferred bidder who is awarded the Project and concludes the proposed Concession Agreement;
Preferred Bidder Pre-Qualified Bidder Project Officer Project means the Bidder selected by the Institution in accordance with the RFP Bid evaluation process to conclude the Project Contracts; means each Bidder who was pre-qualified pursuant to the RFQ to submit a RFP Bid; means the official designated from time to time by the Institution on notice to the Private Party as the project officer for the RFP process; means the projects, respectively, for [Insert description of project]; Project Site means the sites as fully described in Appendix 3; Project Term Project Website Relevant Organisation Reserve Bidder means a period of [Insert number] years from the date of satisfaction of the Conditions Precedent as agreed in the PPP Concession Agreement; means the access controlled website established by the Institution in respect of the Project with URL [Insert URL] that will act as the Project s information portal; {omit if there isn t a Project Website} means any member of the Bidder or Pre-Qualified Bidder which acquired or is committed to acquire Equity in the Private Party in relation to a RFP Bid, the Bidder selected by the Institution in accordance with the RFP Bid evaluation process to be on standby to substitute the Preferred Bidder if so decided by the Institution in the event that the status of the Preferred Bidder is revoked by the Institution for any reason, or its Preferred Bidder Bond is called by the Institution; Risk Transfer means substantial (but manageable) financial, technical and legal risk transfer to the Private Party in the performance of the PPP Works and rendering of the PPP Services as opposed to the Institution carrying such risk itself; RFQ RFP RFP Bid Services Shareholders Shareholders Agreement means the request for pre-qualifications tender previously issued by the Institution to Bidders means this Request for Proposals tender; means the Proposal to the RFP submitted by Bidders; means the Operation and Facilities Management Service to be provided by the Private Party; means the holders of Equity in the Project Companies; means the agreement between the Shareholders and the respective Project Companies in respect of the Equity and/or PPP Shareholder Loans which, in the case of the Shareholders Agreement for the Private Party, is to be attached to the RFP Bid as [Insert relevant schedule reference] (Shareholders' Agreement),
Signature Date SPV Transaction Advisory Team in relation to the PPP Agreement, means the date of signature of thereof by the last party signing it. means a limited liability company to be incorporated in accordance with the company laws of [Insert country name]; means the transaction advisory team comprising the team of professional advisors appointed by the Institution to assist with the procurement process for the Project, the team being: {specify team members} Sponsor Sub-Contractor Value for Money Variant Bid Works means the lead member of the Bidder; means individuals, organisations or consortia forming part of the Bidder but not necessarily taking up equity in the SPV; and means the net benefit to the Institution, in risk adjusted net present value terms, of the Private Party performing the PPP Works and rendering the PPP Services as opposed to the Institution doing so itself, defined in terms of cost, quality, quantity, Risk Transfer or a combination thereof; means a RFP Bid which does not meet all the requirements set out herein for a Compliant Bid; means the design and construction of the Facilities, as required by the Institution to be provided in relation to the Project. {Insert any other important definitions} 2. Acronyms BAFO CBD COD CPI DBFMT EPC IFRS PPP RFP RFQ Best and Final Offer Commercial Business District Commercial Operations Date Consumer Price Index Design Build Finance Maintain and Transfer Engineering Procurement and Construction International Financial Reporting Standards Public Private Partnership Request for Proposal Request for Qualification
SMME SPV TA TET VfM Small, Medium and Micro Enterprises Special Purpose Vehicle Transaction Advisor Technical Evaluation Team Value-for-money {Only examples are listed here: Insert acronyms that are relevant in terms of the final RFP issued} SECTION 1: INTRODUCTION
1.1. Purpose of RFP and Procurement Process 1.1.1. Issuance of the RFP (a) The [Insert Institution name] (the Institution ), issues this Request for Proposals to procure services of a Private Party for [Financing, Design, Construction and Maintenance] {amend as required} of [Insert description of project infrastructure]. (b) The Project is being procured and this RFP is being issued in accordance with [Insert relevant government regulation]. (c) Approval for the issuance of this RFP has been provided by the Institution. 1.1.2. Objective and Purpose of the RFP (a) The purpose of this RFP document is: to invite Pre-qualified Bidders to submit proposals in response to and in accordance with the terms, conditions and requirements as set out herein; to set out the rules of participation in this stage of the procurement process; to provide further information about the Project to the Bidder so as to allow it to prepare a comprehensive and competitive bid for the Project; to give guidance to the Bidder in the preparation of its RFP Bid; to allow the Bidder to perform its own due diligence on all matters relevant to the Project; to provide details of the remainder of the procurement process, including timeframes and milestones; to disseminate the documentation prepared by the Institution in relation to the Project; and to enable the Institution to select a Preferred Bidder and a Reserve Bidder (if required in the Institution s sole and absolute discretion). (b) This document expands upon the information provided in the EOI, RFQ and Briefing Notes issued pursuant to the RFQ and should be read in conjunction therewith; where there is a conflict between the EOI, RFQ and the RFP, the RFP will pertain. (c) A Pre-Qualified Bidder, or as the case may be, Post Qualified Bidder is obliged to confirm receipt of the RFP document and to notify the Institution of its intention to submit a response to this RFP document. This notification should reach the Institution within 5 (Five) Business Days of the date of issue of the RFP document. The RFP Bid Bond must be lodged with the Institution by no later than 25 (twenty five) Business Days from the date of issue of the RFP document. 1.1.3. Outline of Procurement Process The Institution has elected to employ a two stage procurement process namely a prequalification stage to be followed by a pre-qualified bidder proposal submission stage. The pre-qualification stage has been undertaken and a short-list of [Insert number] pre-qualified bidders has been selected based on technical and financial capacity. {Insert any other capabilities which may be assessed if necessary.}
(i) These Pre-qualified bidders are now being invited to submit a Proposal to this RFP. (ii) A Preferred Bidder will then be selected, who will negotiate a PPP Concession Agreement with the Institution (see Section 2.1. below for more details of the procurement process). 1.1.4. Outline of the RFP This RFP is comprised of a suite of volumes, namely: Volume 1 Instructions to Bidders; and Volume 2 PPP Agreement and Schedules. Volume 1 of the RFP contains specific instructions to Bidders who were pre-qualified during the RFQ process. RFP Volume 1 is set out as follows: a) Section 2 provides the general information to the Bidder and includes, inter alia, the Project objectives, Project scope and an overview of the framework of the Project; b) Section 3 provides the instructions to the Bidder in preparing its response to this RFP; c) Section 4 provides an overview of the basis upon which the Institution shall evaluate the RFP Bid, the Bid Requirements that the Bidder must include in its RFP Bid for it to be deemed to be a Compliant Bid and an indication of the Evaluation Criteria that will be used by the Institution for the detailed evaluation of RFP Bids. d) Annexures A, B and C are required to be completed by the Bidder and/or the applicable members of the Bidder and returned together with its RFP Bid RFP Bid; e) Annexure D is the form of the RFP Bid Bond that must be lodged with the Institution by no later than 25 (twenty five) Business Days from the date of issue of this RFP document. Annexure E sets out the form of the Bid Bond to be lodged by the Preferred Bidder/s with the Institution by no later than 25 (twenty five) Business Days from the date of issue of notice to the Bidder of appointment as Preferred Bidder; f) Annexures F, G and H is provide a detailed overview of the Project, the risks associated with it and the payment mechanism; g) Annexures I to M provide details of the information and responses required from the Bidder in the preparation of its RFP Bid; h) Annexure N provides the details of the information in the Data Room as at the date of issue of the RFP. Annexure O details the rules of accessing the physical Data Room; and i) Annexures P and Q provide Compliant Submission and Bid Requirement checklists which are required to be completed by the Bidder. 1.2. Important Notices 1.2.1. Disclaimer 1.2.1.1. Information Provided The Government of [Insert country name], acting through the Institution has issued this Request for Proposals document to the public in terms of [Insert relevant regulation name]. This document (which expression shall include all other written information made available during the Request for Proposals process) is being made available by the Institution to Bidders on the condition that it is used solely for the purpose of responding to this RFP.
1.2.1.2. No Institution warranty as to completeness of information Whilst reasonable care has been taken in preparing this RFP and other documents, they do not purport to be comprehensive or true and correct. Neither the Institution nor any of its advisers accept any liability or responsibility for the adequacy, accuracy or completeness of any of the information or opinions stated in any document. 1.2.1.3. No Institution warranty or representation on information No representation or warranty, express or implied, is or will be given by the Institution, or any of its officers, employees, servants, agents or advisers with respect to the information or opinions contained in any document or on which any document is based. Any liability in respect of such representations or warranties, howsoever arising is hereby expressly disclaimed. 1.2.1.4. Right to modify, amend or terminate the procurement process The Institution reserves the right to amend, modify or withdraw this RFP, or to amend the process for the Project (which terminates on announcement of Bidders, if any) at any time and from to time to time, without prior notice and without liability to compensate or reimburse any party or person. The Institution is not obliged to accept any Bid submitted in response to this document or to appoint any entity that wishes to be appointed to undertake the Project described in this document. The Institution reserves the right to reject a RFP Bid at any time. 1.2.1.5. Institution s Obligation in relation to the Process, Liability to Costs All costs and expenses incurred by Bidders in submitting RFP Bids for the Project shall be borne by the Bidders and the Institution shall not be liable for any costs or expenses whatsoever or any claim for reimbursement of such costs or expenses. 1.2.1.6. Provisions are for sole benefit of the Institution Any requirement set out in this RFP regarding the content of a RFP Bid is stipulated for the sole benefit of the Institution, and save as expressly stated to the contrary, may be waived at its discretion at any stage in the procurement process. The Institution reserves the right to adopt any proposal made by any Bidder at any time and to include such proposal in any procurement document which may or may not be made available to other Bidders. 1.2.1.7. No gifts, or corrupt gifts If any recipient, Bidder or its employees, advisers or agents make or offers to make any gift to any public official or employee of the Institution or consultant to the Institution on the Project either directly or through an intermediary then such recipient, Bidder will be disqualified forthwith from participating in the Project. 1.2.1.8. Confidentiality of Information Each recipient of this document agrees to keep confidential any information of a confidential nature which may be contained in the information provided (the Confidential Information Provided ). The Confidential Information Provided may be made available to a Bidder s, Relevant Organisation s and/or Key Contractor s members, employees and professional advisers who are directly involved in the appraisal of such information (who must be made aware of the obligation of confidentiality) but shall not, either in the whole or in part, be copied, reproduced, distributed or otherwise made available to any other party in any circumstances without the prior written consent of Institution, nor may it be used for any other purpose than that for which it is intended. These requirements do not apply to any information which is or becomes publicly available or is shown to have been made so available (otherwise than through a breach of a confidentiality obligation). Bidders, Relevant Organisations, Key Contractors and their constituent members, agents and advisers, may be required to sign confidentiality agreements/undertakings (in such form as the Institution may require from time to time). All Confidential Information Provided (including all copies thereof) remains the property of the Institution and must be delivered to the Institution on demand. Further, by receiving this
RFP each Bidder and each of its members agrees to maintain its submission in Response to this RFP confidential from third parties other than the Institution and its officials, officers and advisers who are required to review the same for the purpose of procurement of the Project. 1.2.1.9. Applicability of Laws This RFP is issued, and all subsequent procurement documentation, if any, including amendments thereto and Briefing Notes will be issued subject to applicable legislation in [Insert country name]. Any Recipient residing outside [Insert country name] is urged to familiarise itself with and to observe any regulatory requirements relevant to the proposed transaction (whether these derive from a regulatory authority within or outside [Insert country name]). 1.2.2. Interpretation In this RFP, unless inconsistent with or otherwise indicated by the context (i) headings have been inserted for convenience only and should not be taken into account in interpreting the RFP; (ii) any reference to one gender shall include the other gender; (iii) words in the singular shall include the plural and vice versa; (iv) any reference to natural persons shall include legal persons and vice versa; (v) words defined in a specific clause have the same meaning in all other clauses of the RFP, unless the contrary is specifically indicated; (vi) any reference to the RFP, schedule or appendix, shall be construed as including a reference to any RFP, schedule or appendix amending or substituting that RFP, schedule or appendix; (vii) the schedules, appendices and Briefing Notes issued pursuant to this RFP, form an indivisible part of the RFP and together with further clarifying and amending information provided by the Institution, constitute the body of RFP documentation which must be complied with by Bidders; (viii) in the event of any inconsistency between this RFP or other earlier information published with regard to the Project, the information in this RFP shall prevail; and (ix) this RFP shall be governed by and applied in accordance with the laws of [Insert country name].
SECTION 2: GENERAL INFORMATION TO BIDDERS 2.1. Explanation of Project 2.1.1. The [Insert Institution s name] is seeking to [insert short description of broad Project objectives]. In view of the importance of these areas, the [Insert Institution s name] has proposed to: (i) [Insert specific project objective] (ii) {Insert as many specific objectives here as necessary} 2.1.2. {Insert relevant information about project under appropriate headings} 2.1.3. {With each heading a new clause should be started} 2.1.4. {Possible areas to focus on here are: the Institutions involved in the Project and how these Institutions are related to the Project; the Project preparation which has taken place up to the issuing of the RFP. This may include details on how the Project was identified, whether the Institution has engaged with a Transaction Advisor ( TA ) and the type of assessments undertaken and assistance provided by the TA up to this point} 2.1.4. Project Defined (a) The Project entails [Insert brief description of Project], requiring a Private Party to [finance, design, construct, manage and provide] {amend as required} [Insert description of required goods and services] for a period of [Insert number] years in accordance with the terms of a PPP Concession Agreement. (b) The Institution will provide the Project Site(s) for setting up the Project Facilities: (i) {Insert details of each site each site under a new point. The required constructions and amendments to existing infrastructure at these sites must be pointed out here (if necessary)} (ii) {Insert as many sites as necessary} (c) The construction of the facilities is expected to take [insert period of time]. {Can amend as required} 2.1.5. Project Site(s) (a) Below is a summary of the project sites. A more detailed description of the Project Sites including the maps depicting the Project Sites and a description of the utility services at the Project Sites is provided in Appendix 1. (b) The information provided is intended only as a preliminary and general exposition of the Project background. Neither the Institution nor its TA provides any undertakings in respect of the technical information provided herein. (c) In this regard, Bidders should conduct their own investigations and obtain the necessary professional advice and counsel at their cost, necessary to formulate their own opinion regarding this technical information relating to the Project. During the RFP stage, Bidders will be provided an opportunity to conduct a due diligence on the technical investigations undertaken by the Institution and its TA during the Feasibility Assessment of the Project. 2.1.5.1. [Insert site name or description] (a) The site allotted by the Government to the Institution for the new [Insert infrastructure name] is situated on [Insert site location].
(i) [Insert detailed geographic details. Describe the geographical location co-ordinates, what it is situated near to etc.] (ii) {Each type of detail inserted should be under a different point here} 2.1.5.2. [Insert site name or description] (if there is a second site) 2.1.6. Technical Studies (i) [Do same as above] (ii) {Do this for as many sites as there are} (a) Based on the recommendations of the TA, the Institution has undertaken Technical Studies as described in the table below at the Project Sites. {Edit table as required} TECHNICAL STUDY [Name of site 1] [Name of site 2] {Land Survey} {Geotechnical Survey} {Town Planning} {Traffic Impact Assessment} {Environmental Scoping Report } {Heritage Study} (b) The results of these studies find no fatal flaws that would preclude the proposed development of the areas. The results of and the recommendations from the various Technical Studies undertaken are provided in Appendix 1. {Amend as required} 2.1.7. Services Required 2.1.7.1. Design and Construction of Facility 2.1.7.1.1. [Insert name of site 1] (a) {The services required specifically at this site should be listed here each service should fall under a new point} (b) {For example, if the Project Facilities were buildings, the service objectives to be achieved by each specific building would be listed here. Examples of these types of service objectives are listed below.} (c) The proposed facility will be spread over a previously undeveloped area of approximately [Insert size of land]. (d) The new facility will consist of the following: {list components of facility} (e) The parking facilities should cater for at least [Insert number] vehicles to meet the needs of both the staff as well as the visitors to the complex. (f) Etc. 2.1.7.1.2. [Insert name of site 2] (a) {Do the same as above here} (b) {For any additional sites the same should be done as well} 2.1.7.1.3. General Output Specifications (a) {All specifications that apply more generally should be listed here if there is only one site this section should still be included; the site specific specifications will be in 2.1.7.1 and the general project specifications will be listed here}
(b) {If the Project Facilities were buildings, for example, the specifications below are examples of the type of specifications which would need to be included here:} (c) The buildings of all facilities will be oriented on the designated land in a form that meets with acceptable urban layout and be suitably planned in terms of the topography of the site. (d) Services should be designed in accordance with the [Insert relevant standards]. (e) It is essential that the materials chosen by the design team are suitable for the life-cycle of the building. (f) The Institution requires that the facility be modern (whilst keeping within planning requirements), attractive, spacious, naturally lit (as far as possible), energy efficient and practical. The new facility should provide adequate facilities to meet the vision and strategic objectives defined by the institute. (g) The Private Developer shall insure that during the design and construction phase the following additional requirements are met: (i) Construction methodology the buildings are to typically be brick work with plaster and paint finishes. (ii) Environmental efficiency the buildings must be designed as efficiently as possible in order to create optimal comfort levels for staff while at the same time take into account consumption of energy. Designs must take into account building orientation as well as material use to ensure the most efficient energy use. The energy efficiency and consumption shall be optimum to lower the life cycle cost of the project. (iii) Space Requirements the passages and corridors shall be arranged in plan and section of the structure in such a way that the areas under them shall be minimum and efficiently designed. (iv) Lighting the average lighting levels shall be [Insert lighting level] for office areas, [Insert lighting level] for parking and [Insert lighting level] for general areas. (v) Access It is imperative that the overall arrangement and planning of the project shall provide the hassle free access and movement arrangement for disabled citizens. (vi) The entire land parcel shall be securely enclosed to ensure safety. (vii) Etc. 2.1.7.2. Facilities Maintenance (a) The projects will also require the delivery of a range of services to ensure that each of the facilities is secure, and maintained to the agreed standards throughout the contract period. The provision of these services will be maintained at a consistent, pre-determined level of quality to ensure that the core services can be delivered without unplanned interruption. These performance standards will further translate into a Penalty Regime, incorporated in the PPP Contract. The said performance standards, together with the output specifications and Payment Mechanism will be finalized in the PPP Concession Agreement schedules. (b) The preferred service option for each of the facilities includes, but may not be limited to, the provision of the following services to be provided as part of the Project: (i) {Insert list of services to be provided} (ii) {For the example of buildings again, this list may include the following:} (iii) General structural building maintenance and external works; (iv) Repairs and maintenance of intra and inter- building transportation systems, if any; (v) Pest control and environmental control;
(vi) Gardening and landscaping; (vii) General Operations services and Operational issues (sewerage, waste removal, electrical consumption management, water consumption management); (viii) Security and safety (access control, fire detection & protection etc.); (ix) Information and communication technology (ICT) the provision of the backbone infrastructure; (x) Etc. (c) Note that a detailed description of the existing and proposed utility services at the Project Sites is provided in the Project Brief in Appendix 3. {This section can be amended as required} 2.1.8. Project Structure 2.1.8.1. The PPP Contract (a) Bidders are advised that the financing of the development and operation of the Project will be undertaken on a project finance basis, in that the Private Party will not be entitled to encumber the Land or any of the Institution s properties to finance the Project. (b) The Private Party will enter into a PPP Concession Agreement with the Institution {and [Insert other party s name if required]}. The Private Party will be a single legal entity, resident in [Insert country name] for tax purposes and competent to transact with the Institution as such. (c) The primary revenue, which will accrue to the Private Party, will be the Unitary Payment, which will be subject to penalty deductions in circumstances where the Private Party delivers services at a level lower than that contracted for in the PPP Concession Agreement. The Institution will be entitled to levy penalties for a specified level/frequency of unavailability or performance failure and, if not satisfactorily remedied, terminate the PPP Concession Agreement. (d) The unitary payments shall escalate annually at CPI {Insert other relevant index if applicable}, and will be payable for the Project Term to the Private Party. The final structure and schedule of the Unitary Payments will be determined during the RFP phase. The institution shall commence payment of the Unitary Payments from the COD (and not before). {This section may be amended as required} 2.1.8.2. Risk Transfer (a) Transfer of risk forms an important consideration for both the Private Party and the Institution, with both parties seeking to ensure that risk is allocated to the party best placed to manage or mitigate against that risk. (b) The Private Party will be required to assume a substantial portion of all forms of project life-cycle risk (including [demolition of existing structures, design, construction, financing, operation and maintenance risks of both new and existing structures] {amend as required}). 2.1.8.3. Funding Mechanism (a) The Project is proposed to be financed through the Project Finance model. Under this model, the Private Party selected will incorporate a Special Purpose Vehicle (SPV) for the sole purpose of executing the requirements of the Project. It is anticipated that substantial funding for the Project will be provided by limitedrecourse debt made available by Lenders (banks and financial institutions in
[Insert country name] and/ or international banks and financial institutions) who will look primarily to the cash flows generated from the Project to service the debt. (b) The Private Party selected shall contribute the equity in the SPV to part finance the capital costs estimated to be incurred for the Project. (c) The financial commitments in the PPP Concession Agreement shall be denominated in [Insert currency]. The Private Party will be responsible for and take the risk of currency, interest rate, and other fluctuations and will to that extent make provision within its costs to the Institution for any hedging arrangements which the Private Party may require in relation to its obligations under the PPP Concession Agreement. (d) The Institution envisages the following structure for the implementation of the proposed Project. Bidders are encouraged to come up with a Project structures that will provide maximum value to the Institution. Institution PPP Concession Agreement Direct Agreement Shareholders Shareholders Agreement Equity Investment Project SPV Senior Debt (Financing) Agreement Banks/ FIs Construction Subcontract Maintenance Subcontract Construction Subcontractor Maintenance Subcontractor 2.1.8.4. Subcontracts and Advisors 2.1.8.4.1. Construction and Maintenance Subcontracts (a) The Project SPV may enter into a subcontract with an Engineering, Procurement and Construction (EPC) contractor during the Construction Period to undertake the design and the construction of the Project Facilities to the time, cost and output specifications as agreed in the PPP Concession Agreement. (b) The Project SPV may enter into a subcontract with a Maintenance contractor post the COD to undertake the regular and periodic maintenance of the Project Facilities during the Operations Period. (c) The Project SPV may enter into any other subcontract with suppliers or service providers supplying to the Project. These subcontractors need not necessarily hold equity in the Project SPV and may generate revenue through their ability to supply or provide services to the Project. 2.1.8.4.2. Assistance from Advisors (a) The Bidders must ensure that they have access to the necessary financial, legal, technical and other skills necessary for the successful conclusion and implementation of a PPP project. Where these resources are not available within the Bidder, the use of the services of experienced external Legal and Financial Advisors that can assist it throughout the procurement of the Project is highly recommended.
2.2. Institutional and Regulatory Framework 2.2.1. Institutional Environment {Insert description of the institutional environment} 2.2.2. Regulatory Environment {Insert description of regulatory environment i.e. the regulations that could possibly have a bearing on the type of Project contemplated} 2.3. Procurement Framework and Timelines 2.3.1. Process Overview (a) In conducting the procurement process the Institution will follow the procedures established by [Insert relevant regulation reference] and seek competition between Bidders without stifling innovation through the open exchange of information and allowance of ideas by Bidders. (b) The diagram below represents the procurement process for the Project: Institution Private Party/Bidder RFQ Issued Submission of RFQ Selection of Prequalifying Bidders RFP Preparation Bidder Involvement RFP Issued Submission of Bid Evaluate Bids Selection of preferred bidder Negotiations Awarding of Contract (c) The PPP procurement process is an independent one, procured under the authority of the [Accounting Officer] {amend as required} and subject to the approval of the Institution at various stages. Any reference to any previous procurement process shall be purely informative, unless the contrary is specifically stated in this RFQ.
2.3.2. RFP Timetable (a) The following table represents the various milestones in the RFQ Process: RFP PROCESS MILESTONE DATES Issue Site Visit {If required} Briefing session {If required} Bidders to submit written comments on any aspect of the Project and/or Bid documents Issue final RFP Closing date for receipt of RFP Proposals Evaluation of the bids Announcement of preferred bidder Negotiations and Financial Close Service Commencement [Insert date] [Insert date] [Insert date] [Insert date] [Insert date] [Insert date] [Insert date] [Insert date] [Insert date] [Insert date] (b) The Institution retains the right in its sole discretion to amend any of the milestone dates indicated in the above timeline. Bidders shall timeously be informed of any amendments to the timeline through the issue of Briefing Notes. (c) The date for the site visit indicated in the above table shall be the only date allocated for the site visits. [Though it is not compulsory for Bidders to attend the site visit, Bidders are encouraged to attend as be officials from the Institution will be available to answer questions related to the site on that specific date.] {This part is only required should the site visit not be compulsory if it is make it clear here} 2.3.3. [Compulsory] RFP Briefing Session and [Optional] Site Visit {can amend as required} (a) The Institution will conduct a [COMPULSORY] Briefing Session and an [optional] site visit with Bidders after the issue of the RFQ, both of which shall be held on [Insert date] {Could be on different days indicate if this is the case}. (b) The Briefing Session shall take place at [Insert address] and will commence at [Insert time] CAT. The programme for the session is indicated below: Table: Briefing Session Programme {Example can alter as required} ITEM Introduction and Welcome Brief Project Overview Technical Requirements Financial Requirement Socio Economic Development Requirements* TIME [Insert time] [Insert time] [Insert time] [Insert time] [Insert time]
ITEM Questions TIME [Insert time] (c) Note: Bidders shall be responsible for their own transport arrangements to and from the briefing session. (d) Bidders who fail to attend or fail to obtain an Attendance Certificate together with a receipt of proof of purchase of the RFP documents, shall be disqualified from the RFP process and RFP Bids submitted shall not be considered for evaluation by the Institution. {Include this only if compulsory} (e) The briefing session shall be conducted in a presentation format by the Institution. Any questions posed by Bidders shall be taken down by the Institution and responded to in writing by the Institution. Any answers which may be provided at the session shall be superseded by the written answers provided by the Institution. Proposals by the Institution shall be issued to all Bidders in the form of an RFP Briefing Note. (f) The optional site visit shall take place at [Insert address] and will commence at [Insert time] CAT. Table: Optional Site Visit Programme {Example can alter as required} ITEM Meeting Point: [Insert name of site 1] visit [Insert name of site 2] visit TIME [Insert time] [Insert time]. 2.3.4. Bid Bond (a) To mitigate the risk of Pre-qualified Bidders dropping out of the process, the Institution requires that such Bidders provide a Bid Bond in the amount of [Insert amount - 1% of the estimated Project Cost] in a format substantially similar to the Bid Bond contained in [Insert relevant Annexure] within 14 days of notification that such Bidder has been appointed as a Bidder. (b) Failure to provide such Bid Bond within the required timeframe may result in the termination of the Respondent s status as Bidder. Only Bidders who have submitted the Bid Bond shall be entitled to submit Bids. 2.3.5. Bid Costs (a) In certain circumstances, such as in the case of projects which require licensing, consideration may be given to the full or partial reimbursement of Bidders reasonable bidding costs in that regard. Any reimbursement will be based on the quality and quantity of information supplied by the Bidder. Where reimbursement is paid, the Institution will retain the proprietary rights to the bidding material. (b) Any reimbursement will be at the sole discretion of the Institution with Approval and based on recommendations by [Insert relevant Government department e.g. Treasury]. (c) All other costs and expenses associated with or incurred by Bidders in relation to preparation and submission of its Bid, shall be borne by the relevant party. The Institution shall not be liable for any such costs or expenses or any claim for reimbursement of such costs or expenses.