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

Public-Private Partnership Center of the Philippines

Terms of Reference of the Consultant for the

Laguna Lakeshore Expressway-Dike Project

Department of Public Works and Highways

ADB TA 7796-PHI

8 July 2014

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ABBREVIATIONS

ADB Asian Development Bank

BOT Build-Operate-Transfer

COA Commission on Audit

DBM Department of Budget and Management

DOF Department of Finance

DPWH Department of Public Works and Highways

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

GOP Government of the Republic of the Philippines

IA Implementing Agency

IC Independent Consultant

ICC Investment Coordination Committee

IDC Indefinite Delivery Contract

IDCF Indefinite Delivery Contract Facility

IRR Implementing Rules and Regulations

ITB Instructions to Bidders

ITPB Invitation to Pre-qualify and Bid

LGU Local Government Unit

MAGA Material Adverse Government Action

MPSS Minimum Performance Specifications and Standards

NEDA National Economic and Development Authority

NOA Notice of Award

NPV Net Present Value

OGCC Office of the Government Corporate Counsel

OSG Office of the Solicitor General

PDMF Project Development and Monitoring Facility

PPP Public-Private Partnership

PSC Project Study Committee

RA Republic Act

RDC Regional Development Council

TA Technical Assistance

TOR Terms of Reference

TRB Toll Regulatory Board

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, a revolving fund, is used to engage consultants 2 for the development of PPP projects of various Implementing Agencies (IA)3, as approved by the PDMF Committee4.The PDMF is administered by the PPP Center.

2. A new panel of consulting firms has been constituted under indefinite delivery contract

facility (IDCF)5 for a 2-year period to provide project preparation and transaction support services. Using the PDMF, consultants 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) Preparation of pre-feasibility studies and business cases; (b) Preparation of feasibility studies, including an assessment of project delivery

options; (c) Assistance in securing required government approvals; (d) Preparation of bidding documents including draft contracts; and, (e) Management of the PPP bidding process including assistance to obtain financial

close6.

3. The PPP Center will select a Consultant from the IDCF panel of firms to develop a

bankable PPP project in accordance with ADB’s Guidelines on the Use of Consultants (2013). The PPP Center shall sign a contract with the selected Consultant with the conforme of the Department of Public Works and Highways (DPWH). The Consultant is expected to work closely with the DPWH, PPP Center and other government agencies as may be required during the assignment. The PPP Center and DPWH shall oversee the progress of the Consultant based on clear project deliverables.

4. The Laguna Lakeshore Expressway-Dike Project aims to provide a high standard

highway-cum-dike that will facilitate traffic flow and mitigate flooding in the western

1At 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 expert.

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 committee 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. 5An initial list of 19 firms/associations pertaining to those prequalified Consultants who have completed/signed the IDCs as of

18 June 2014. A consulting firm will be competitively selected to develop a specific, well-structured bankable PPP project under an Assignment Contract. 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.

II. DESCRIPTION AND SCOPE OF THE PROJECT

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coastal communities along the Laguna Lake. It will serve fast-growing urban areas in southern Metro Manila towards Laguna, Batangas and Quezon, marked by intensive residential, commercial and industrial land uses.

5. The Project consists of the following components: (i) Expressway-Dike

Construction of a 47-kilometer (km) 6-lane toll expressway cum flood control dike, including bridges, interchanges, link roads, pumping stations and floodgates, on a mainly off-shore alignment about 500 meters (m) from the western shoreline of the Laguna Lake. The proposed expressway-cum-flood control dike, on a largely off-shore alignment in Laguna Lake about 500 meters from the shoreline, will start at Taguig and will interface with Circumferential Road No. 6 (C-6), passing through Calamba City and ends at the national road at Los Baños/Bay boundary, Laguna.

(ii) Reclamation

Involves raw land reclamation for mixed use purposes and horizontal development (internal roads, drainage, water and related facilities) of approximately 700 hectares of foreshore and offshore areas in Laguna Lake, about 450 meters (m) wide and 15.6 km long along the western edge of the expressway-dike and separated from the shoreline by a waterway of about 100-150 m, from Taguig to Muntinlupa.

6. The Project will have a total budgetary requirement of about PhP 122,811 Million broken

down as follows:

Component Estimated Cost (PhP Million)

1) Expressway-Dike 64,914 2) Reclamation 57,897

Total 122,811

7. The project will be implemented through a Build-Transfer-Operate (BTO) scheme for the

expressway-dike component, and Build-Transfer (BT) scheme for the reclamation component, for a 37-year concession/cooperation period.

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

stakeholders during the conduct of the study.

9. The main objective of the transaction support services is to facilitate the bidding/tendering process and assist the DPWH until financial close of the project.

IV. SCOPE OF WORK

10. The scope of work shall cover the preparation of bid documents and provision of

transaction support services, as set out hereunder, during the bidding process until financial close or a period of 90 calendar days from the signing date of the concession agreement signed by and between the DPWH and the private sector proponent.

III. OBJECTIVE OF THE TRANSACTION SUPPORT SERVICES

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11. In the preparation of the bid documents, the Consultant shall take into account the Feasibility Study (FS)7 conducted on the Project, as well as the Minimum Performance

Specifications and Standards (MPSS) to be prepared by the DPWH-engaged Consultant. The FS and MPSS will be made available to the Consultant by the DPWH.

12. The scope of work is divided into three (3) phases. Specific tasks and activities at each phase are as follows:

Phase I: Due Diligence Review and Market Sounding Task 1: Due Diligence Review

(a) Review and assess the design and technical requirements, as presented in the FS and determine the adequacy of available data. If found inadequate, provide/gather the required data, as necessary.

(b) Carry out final financial analysis, including implementation of necessary revision in the financial model and financing plan, funds flow requirements and timelines for implementation.

(c) Carry out institutional review and identify all legal requirements (including a review of the regulatory framework, relevant issuances, jurisprudence and previous rulings and Commission on Audit [COA] issuances) and recommend appropriate legal approaches to be undertaken in the implementation of the proposed project.

(d) Review and finalize the project implementation schedule which will define and set timelines of the major phases of project work, to fulfil the desired objectives and achieve the expected deliverables from time of award to completion. The project implementation schedule should include the deliverables being set, major activities for each deliverable, key milestones, among others.

Task 2: Market Sounding (a) The consultant shall conduct a one-day investors’ conference in Manila. The

participant shall include representatives of concerned government agencies, financial institutions, prospective private sector entrepreneurs and consulting firms.

(b) One-on-one sessions with stakeholders shall be conducted to discuss key terms and conditions of the draft PPP agreement, and conclusions drawn from these meetings shall be presented by the Consultant, discussed and agreed with the PPP Center and DPWH.

Phase II: Management of the PPP Bidding Process

Task 1: Bid Implementation Plan Prepare a detailed bid implementation plan which provides the timetable, task schedule, and required outputs during the bidding phase. Said plan shall include sub-activity timetable, task schedule and outputs for the pre-tender meetings; investment promotion and investors’ conference; one-on-one sessions with prospective bidders (and other stakeholders); establishment and management of the data room. The said plan shall also identify parties involved and their roles/participation in the whole process.

7 The FS can be accessed through the following link:

https://drive.google.com/file/d/0B4MzJ0DmVMfzcEx3RmF6eVU4ck0/edit?usp=sharing

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Task 2: Bid Documents

(a) Draft a term sheet outlining the transaction structure, service level parameters, key

terms and conditions, among others, to guide the development of a more detailed PPP agreement.

(b) Review, prepare and finalize all necessary bid/tender documents including, but not limited to, the finalization of the Invitation to Prequalify and Bid, Instructions to Prospective Bidders (ITPB)8, Instruction to Bidders (ITB), draft PPP agreement, Information Memorandum, Minimum Performance Specifications and Standards (MPSS)9, Bid Bulletins, and Bid Forms10.

(c) Prepare execution copies of the PPP agreement and shall submit the same to the

DPWH and/or PPP Center through a formal communication, with a written endorsement from the Legal Specialist/s.

The consultant shall take into account the results of the one-on-one session/consultation with stakeholders, as confirmed by the PPP Center and DPWH in finalizing the PPP agreement.

Task 3: Bid Execution

(a) Provide all required assistance and advisory support to DPWH during the entire

bidding process. Services shall include, but not limited to, a) drafting of bid bulletins; b) conduct of pre-bid conference/s; c) preparation of responses to bidder queries; d) bid evaluation, including prequalification; d) preparation of evaluation reports; e) contract revision and finalization; f) post-qualification; and, g) preparation of minutes of all meetings.

(b) Establish and manage the data room.

Phase III: Assistance and Advisory until Financial Close (a) Provide all the required assistance and advisory support to DPWH on functions

relating to the preparation of documents to address conditions precedent in the financing agreements, interpretations on any issue that may be raised by the private sector proponent or its lenders, signing any other agreement or document with the private sector proponent, among others.

(b) In consultation with the DPWH or the DPWH-engaged technical Consultant, draft the TOR11 and, as necessary, related bid documents, and prepare cost estimates for the procurement of the Independent Consultant/Engineer (IC/IE) and/or similar consultants, as well as provide the required assistance in addressing bidders’ concerns during the procurement of said consultant.

8 Finalization of the ITPB shall take into consideration the draft ITPB prepared by the DPWH and PPP Center.

9 Finalization of the MPSS shall take into consideration the MPSS prepared by the DPWH-engaged consultant.

10Initial draft prepared by the DPWH

11The TOR of the IC/IE and/or similar consultants 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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Other Tasks/Responsibilities: 13. In addition to the above scope of works, the Consultant shall:

(a) review all background documentation including related studies conducted to date; (b) prepare an Inception Report containing, among others, a detailed plan of approach,

methodology and workplan; (c) assist in securing government approvals/endorsements, including preparation of

necessary documents, from the Toll Regulatory Board (TRB), local government units (LGUs), among others;

(d) prepare a comprehensive close-out report12; (e) draft a comprehensive PPP management plan for the DPWH, in accordance with

the provisions of the PPP agreement, to help the DPWH in the management of the Project and its risks, rights and obligations after financial close;

(f) prepare a monthly report of the status of activities, issues encountered and steps taken to resolve them and update milestones and timelines;

(g) conduct knowledge sharing sessions or project “lessons learned” sessions, in coordination with PPP Center, to ensure knowledge transfer; alternatively, the Consultant may submit a case study report13; and,

(h) engage a Deal/Bid Manager full-time during the bid process management phase wherein he/she is expected to be in the Philippines during the entire phase to receive and respond to queries/concerns and manage all bidding activities.

14. The scope of works includes all activities considered towards the tendering of the project. The cost of all activities should be included in the Other Expenses component of the Consultant's financial proposal (Financial Proposal Form FIN 4). Any other expense not included in the financial proposal, but identified as relevant and necessary to accomplish the deliverables in this TOR, shall be undertaken and its cost borne by the Consultant.

15. The Consultant for the duration of its contract, shall make its team available to receive

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

V. TEAM COMPOSITION

16. The Consultant shall have sufficient personnel to provide services to deliver all required

outputs within the prescribed time14. For specific areas of expertise, requirement of national and international consultants15 has been prescribed to accomplish the tasks.

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A Close-out Report details the formal acceptance/closure of the study and orderly transition of the completed study. The

Report documents the completion of the study, including a documentation of deliverables completed and lessons learned; and will be a confidential document of the DPWH and the PPP Center. 13

The Consultant 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.The case study will become a public document, made available on various government websites. 14

The legal and project finance specialists to be nominated shall be among the Consultant’s list of experts submitted during the

first stage (i.e., empanelment). For reasons beyond the control of the Consultant, nomination of other experts may be allowed provided said expert/s have equal or better qualifications than the original experts included in the list during the first stage. 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).

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17. The Consultant and corresponding required qualifications for each is shown below:

No. Position Required Qualifications

Consultants with International Expertise

1 Project Finance Specialist/Team Leader

10 years of demonstrated experience in providing PPP transaction support services/development of large infrastructure projects on PPP basis including extensive experience in financial modeling; project structuring; risk analysis, allocation and management; project agreements; and bid process management. Preferably knowledgeable about basic insurance and taxation on infrastructure-related projects. Prepared five (5) PPP projects. 5 years of demonstrated experience as team leader, project manager or project director. Acted as team leader or project manager/director for five (5) projects.

2 Legal Specialist 10 years of demonstrated 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.

3 Deal/Bid Manager 10 years of demonstrated experience in managing all aspects of PPP procurement process, or managing and preparing bid proposals for PPP projects. Managed bidding process or managed and prepared bid proposals for five (5) PPP projects.

4 Reclamation Specialist

Qualified engineer in relevant discipline with 10 years of demonstrated experience in reclamation design and construction works. Involved in five (5) reclamation projects.

Consultants with National Expertise

5 Legal Specialist 5 years of demonstrated experience in project design, PPP policy and institutional assessment; project structuring; drafting contractual agreements and other related documents/agreements; procurement; and bid process management. Prepared three (3) PPP projects.

6 Highway Engineer Qualified engineer in relevant discipline with 10 years of demonstrated experience in highway/expressway/toll road design and construction. Involved in five (5) highway/expressway/toll road projects.

7 Flood Control Engineer

Qualified engineer in relevant discipline with 10 years of demonstrated experience in flood control/dike design and construction. Involved in five (5) flood control/dike projects.

18. The tasks for each key expert shall be read in conjunction with the scope of works in

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

Consultants with International Expertise

(i) Project Finance Specialist/Team Leader

(a) Prepare a contingent liability model for the DPWH that quantifies the contingent

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

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(b) Ascertain the acceptability of the recommended PPP structure by the private investors and potential lenders.

(c) Develop all required due diligence of the financial documents for potential lenders.

(d) Assess project financial management capacity16. (e) Review and update the project implementation schedule which will define and set

timelines of the major phases of project work to fulfill the desired objectives and achieve the expected deliverables from time of award to completion (schedule should include the deliverables being set, major activities for each deliverable, and key milestones, among others).

(f) Assist in the management of the bidding process, including the conduct of one-on-one sessions, pre-bid meetings, prequalification, and responding to bidding queries, etc.

(g) Provide overall coordination of the delivery of required services in the preparation of bid documents and contractual agreements, and provision of advisory services until financial close of the project, including the conduct of meetings and consultations with all stakeholders, investors’ conference, and one-one-one sessions, as well as the preparation of necessary documents for the purpose.

(h) Ensure timely submission of all deliverables under the engagement (shall coordinate all inputs and submit all reports, facilitate meetings and stakeholder consultations, as required; and liaise with the PPP Center and DPWH).

(i) In consultation with DPWH, carry out the preparation of the TOR and cost estimates for the procurement of the IC and other experts, and provide assistance in addressing bidders’ concerns during the procurement.

(j) Conduct knowledge sharing and capability building activities in all aspects of the project to the DPWH and the PPP Center.

(k) The Project Finance Specialist/Team Leader shall make himself/herself available to receive comments or queries and provide responses thereto, and entertain consultations, whenever necessary.

(ii) Legal Specialist

(a) Recommend appropriate bid strategy in accordance with the BOT Law and its

IRR; and prepare all necessary bid/tender documents, including the Information Memorandum, MPSS, draft PPP contract between DPWH and the private sector, and bid evaluation criteria, among others, to facilitate bidding of the Project.

(b) Assist DPWH in securing the opinion of the Office of the Solicitor General (OSG) on the draft PPP contract.

(c) Conduct the following activities: a) preparation or collation of documents and data to be made available in the data room for prospective bidders; b) finalization of ITPB; c) issuance of all bidding-related notices/requests; d) conduct of pre-bid conference/s; e) responding to queries; f) evaluation of bids; and g) concession agreement finalization and award.

(d) Provide signed legal opinions on the possible legal issues which may need to be addressed in the course of the tender and implementation of the Project.

(e) Assist DPWH 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.

(f) Provide all the required assistance and advisory support to DPWH on functions relating to the preparation of documents to address conditions precedent in the financing agreements, interpretations on any issue that may be raised by the

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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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private sector proponent or its lenders, signing any other agreement or document with the private sector proponent, among others.

(g) The Legal Specialist shall make himself/herself available to receive comments or queries and provide responses thereto, and entertain consultations, whenever necessary.

(h) Provide support to ascertain on-time submission of required deliverables. (iii) Deal/Bid Manager

The Deal/Bid Manager shall be the primary point of contact for both DPWH and PPP Center during the bidding process. The tasks of the Deal/Bid Manager shall include, but not limited to, the following:

(a) Lead the conduct of the market sounding. (b) Prepare PPP bid management plan. (c) Provide overall coordination during the bidding stage and lead day-to-day

management of the bidding process, including, in the: a) preparation or collation of documents and data to be made available in the data room for prospective bidders; b) setting-up and management of data room; c) conduct of pre-bid conference/s and various one-on-one meetings with the bidders; c) bid evaluation, including prequalification; d) conduct of post qualification; and, e) contract award and signing.

(d) Prepare the bid process report. (e) Prepare execution copies of the PPP agreement. (f) The Deal/Bid Manager shall work full-time during the entire bid process

management phase wherein he/she is expected to be in the Philippines to receive and respond to queries/concerns and manage all bidding activities.

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

(iv) Reclamation Specialist

(a) Review and assess the design and technical requirements of the reclamation component of the project as presented in the feasibility studies and determine the adequacy of available data. If found inadequate, provide/gather the required data, as necessary.

(b) Review and finalize the construction, supply, operation and maintenance performance standards and specifications of the reclamation component of the project consistent with global best practices and the technical specifications for the project.

(c) Assist in review and updating of the implementation schedule of the reclamation component of the project which will define and set timelines of the major phases of project work to fulfill the desired objectives and achieve the expected deliverables from time of award to completion. The schedule should include the deliverables being set, major activities for each deliverable, and key milestones, among others.

(d) Provide inputs in the preparation and evaluation of pre-qualification documents and technical proposals particularly for the reclamation component of the project, including finalization of contractual agreement and other related agreements.

(e) Provide inputs in the drafting of TOR for the procurement of IC particularly for the reclamation component of the project; and provide inputs in the formulation of bid evaluation criteria and evaluation of proposals.

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

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Consultants with National Expertise

(v) Legal Specialist

(a) Provide advice on country-specific experience on PPP projects relating to jurisprudence (including those related to local government units), regulatory framework and COA issuances that may have an impact on the project.

(b) Assess the extent to which project risks can be underwritten by commercial insurance and corresponding cost.

(c) Provide all necessary assistance during the bidding process. (d) Provide support to ascertain on-time submission of required deliverables. (e) Review all relevant documents to ensure consistency with the approval by the

NEDA Board. (f) Assist in resolving all legal issues until contract award. (g) Review, prepare and finalize all necessary bid/tender documents, including the

ITPB, ITB, Information Memorandum, MPSS, draft PPP agreement, bid bulletins and bid evaluation criteria, among others, to facilitate bidding of the project.

(h) Assist in securing the opinion of the OSG and/or the Office of the Government Corporate Counsel (OGCC) on the draft PPP contract.

(i) In accordance with the Philippine BOT Law and its IRR and other legislation, assist in the bid process management, including the conduct of the following activities: a) drafting of all bidding-related notices/requests and bid bulletins, including finalization of ITPB; b) preparation of responses to queries by bidders and other concerned parties; c) preparation of bid evaluation reports, including prequalification; d) contract revision and finalization; and, e) preparation of minutes of all meetings in relation to the bidding process.

(j) Provide legal expertise on 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 and management of data room; c) conduct of pre-bid conference/s and various one-on-one meetings with the bidders; d) bid evaluation, including prequalification; e) conduct of post-qualification; and, f) contract award and signing.

(k) Assist DPWH 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.

(l) The Legal Specialist shall make himself/herself available to receive comments or queries and provide responses thereto, and entertain consultations, whenever necessary.

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

(vi) Highway Engineer

(a) Review and assess the design and technical requirements of the highways/expressways/tollways component of the project as presented in the feasibility studies and determine the adequacy of available data. If found inadequate, provide/gather the required data, as necessary.

(b) Review and finalize the construction, supply, operation and maintenance performance standards and specifications of the highways/expressways/tollways component of the project consistent with global best practices and the technical specifications for the project.

(c) Assist in review and updating of the implementation schedule of the highways/expressways/tollways component of the project which will define and set timelines of the major phases of project work to fulfill the desired objectives and achieve the expected deliverables from time of award to completion. The

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schedule should include the deliverables being set, major activities for each deliverable, and key milestones, among others.

(d) Provide inputs in the preparation and evaluation of pre-qualification documents and technical proposals, including finalization of contractual agreement and other related agreements.

(e) Provide inputs in the drafting of TOR for the procurement of IC; and provide inputs in the formulation of bid evaluation criteria and evaluation of proposals.

(f) Review the operation and maintenance manual and suggest improvements, as appropriate.

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

(vii) Flood Control Engineer

(a) Review and assess the design and technical requirements of the flood

control/dike component of the project as presented in the feasibility studies and determine the adequacy of available data. If found inadequate, provide/gather the required data, as necessary.

(b) Review and finalize the construction, supply, operation and maintenance performance standards and specifications of the flood control/dike component of the project consistent with global best practices and the technical specifications for the project.

(c) Assist in review and updating of the implementation schedule of the flood control/dike component of the project which will define and set timelines of the major phases of project work to fulfill the desired objectives and achieve the expected deliverables from time of award to completion. The schedule should include the deliverables being set, major activities for each deliverable, and key milestones, among others.

(d) Provide inputs in the preparation and evaluation of pre-qualification documents and technical proposals, including finalization of contractual agreement and other related agreements.

(e) Provide inputs in the drafting of TOR for the procurement of IC; and provide inputs in the formulation of bid evaluation criteria and evaluation of proposals.

(f) Review the operation and maintenance manual and suggest improvements, as appropriate.

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

VI. DURATION OF THE ASSIGNMENT

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

above services would require a) a period of about 449 calendar days from the date of commencement of the services; or b) a period starting from the date of commencement of services up to the 90th calendar day after the signing date of the contractual agreement between DPWH and the private proponent; or c) a period starting from the date of commencement of services up to the submission of the Final Close-out Report, after achieving financial close; whichever of the three (3) comes first. The detailed work plan submitted as part of the technical proposal for this assignment shall be discussed and agreed with the PPP Center and DPWH before signing the contract.

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VII. DELIVERABLES AND TIME SCHEDULE

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

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

No. Deliverable Phase of

Study (Refer to Section IV)

Timeline from the

commencement date(a)

1 Draft Inception Report 5 days

2 Monthly Progress Report(b) Every 5th day of the following month

3 Due Diligence Review Report17 20 days

4 Draft ITPB18 and qualification criteria 25 days

5 Draft ITB, including draft concession agreement, MPSS, among others

II 55 days

6 Draft Close-out Report III 362 days

(a) In calendar days.

(b) Submitted 5th

of every month.

21. In addition, the Consultant shall submit special reports as indicated in the table below.

No. Special Report Timing of Submission

1 Updated Financial Model/Contingent Liability

Model

With deliverable No. 3

2 Bid Process Plan, Draft concession agreement

and other agreements/documents

With deliverable No. 5

3 Bid Process Reports Upon conclusion of

prequalification process and

upon finalization of bid

evaluation report

4 Draft Case Study With deliverable No. 6

5 PPP Management Plan With deliverable No. 6

22. All reports shall be submitted to PPP Center and DPWH 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.

23. The Consultant, in close coordination with the PSC and DPWH’s Bids and Awards

Committee (BAC), where appropriate, shall conduct quality reviews to obtain feedback on all draft versions of deliverables. The concerned expert/s should be present during these reviews.

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In conjunction with Task 1 under Phase I of the scope of works. 18

Should take into consideration the draft ITPB initially prepared by the DPWH.

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VIII. TERMS OF PAYMENT

24. The Consultant will be paid on a lump sum basis. The payment shall be based on

various milestones achieved, paid/released by the PPP Center based on the acceptance/approval of the PSC, after ensuring that outputs of the Consultants conform to the requirements of the government.

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

maximum timeframe for release of payments are indicated below.

Payment

No. Milestone Percentage of

Payment(a)

Due date from

commencement(b)

1 Acceptance of the Inception Report

10% 40 days

2 Acceptance of the Due Diligence Review Report

10% 60 days

3 Acceptance of the ITPB related documents19

10% 65 days

4

Acceptance of the a) ITB and related bid documents20 and

Bid Process Report (for prequalification)

30% 116 days

5 Issuance of Notice of Award (NOA) and acceptance of the Bid Process Report

20% 359 days

6 Signing of the contractual agreement

10% 389 days

7 Acceptance of the Close-out Report, Case Study, and PPP Management Plan

10% 479 days

(a) Percentage of payment of the contract value. (b) In calendar days or 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

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

of the DPWH for providing project preparation and transaction support services. The Consultant shall work closely with DPWH and the PPP Center and other government agencies as may be required during the assignment.

27. A PSC, composed of representatives from DPWH and the PPP Center, has been

established to review and assess the acceptability of project deliverables. 28. DPWH and the PPP Center shall provide the Consultant with all available pertinent data

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

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Reviewed version ready for issuance 20

Reviewed version ready for issuance

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29. DPWH will provide the required office space for use by the Consultant. However, the Consultant shall be 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 and investigation equipment, communications, utilities, office supplies and other miscellaneous costs for carrying out the services as per the requirements of the TOR. Further, the Consultant will need to provide all the administrative, technical professional and support staff needed to carry out their services.

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Annex A –REPORT OUTLINE (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

Major Accomplishment for each Activity and Task

Scope of Work

Project Plan and Schedule (Gantt, planned per contract versus actual)

On-site Staffing (including home inputs) for Time Period

Status of Deliverables (matrix, planned per contract versus revised/actual)

Issues/Problems and Corresponding Corrective Actions 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