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

Ninoy Aquino International Airport (NAIA) Development Project

Department of Transportation and Communications/

Manila International Airport Authority

ADB TA 7796-PHI

August 2014

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ABBREVIATIONS

ADB Asian Development Bank BAC Bids and Awards Committee BOT Build-Operate-Transfer CAAP Civil Aviation Authority of the Philippines COA Commission on Audit DBM Department of Budget and Management DMF Design and Monitoring Framework DOF Department of Finance DOTC Department of Transportation and Communications DSCR Debt Service Coverage Ratio ECC Environmental Compliance Certificate EIA Environmental Impact Assessment EIS Environmental Impact Statement EIRR Economic Internal Rate of Return EPC Engineering, Procurement and Construction FS Feasibility Study IA Implementing Agency IC Independent Consultant ICC Investment Coordination Committee ICAO International Civil Aviation Organization IDC Indefinite Delivery Contract IDCF Indefinite Delivery Contract Facility IE Independent Engineer IEC Information, Education and Communication IRR Implementing Rules and Regulations IT Information Technology ITB Instructions to Bidders ITPB Instructions to Prospective Bidders MAGA Material Adverse Government Action MIAA Manila International Airport Authority MIS Management Information System MPSS Minimum Performance Specifications and Standards NAIA Ninoy Aquino International Airport NEDA National Economic and Development Authority NOA Notice of Award NPV Net Present Value ODA Official Development Assistance OGCC Office of the Government Corporate Counsel OSG Office of the Solicitor General PEISS Philippine Environmental Impact Statement System PDMF Project Development and Monitoring Facility PPP Public-Private Partnership PSC Project Study Committee RA Republic Act RDC Regional Development Council SDP Social Development Plan TA Technical Assistance TOR Terms of Reference VfM Value for Money

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Terms of Reference

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

private partnerships (PPP), the Government of the Republic of the Philippines (GOP), with the assistance of the Asian Development Bank (ADB)1, has established a Project Development and Monitoring Facility (PDMF). The PDMF, a revolving fund, is used to engage consultants2 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 Transportation and Communications (DOTC). The Consultant is expected to work closely with the DOTC/Manila International Airport Authority (MIAA), PPP Center and other government agencies as may be required during the assignment. The PPP Center and DOTC/MIAA shall oversee the progress of the Consultant based on clear project deliverables.

4. The Project aims to enhance operational efficiencies and increase air traffic movements

in the Ninoy Aquino International Airport (NAIA), the main gateway airport of the Philippines. It involves further development7 and the operation and maintenance (O&M)

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. 5A panel consisting of 22 firms has been engaged by the PPP Center under the IDCF. . 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. 7Including upgrading and possible expansion (including acquiring additional land, if necessary) of existing facilities during the concession period, depending on the demand forecasts

II. DESCRIPTION AND SCOPE OF THE PROJECT

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of all existing NAIA Terminals (currently Terminals 1, 2, 3 and 4, with a possible Terminal 58),covering both landside and airside (except air traffic services9), to meet the International Civil Aviation Organization (ICAO) standards.

5. The main objectives of the project preparation and transaction support services include

the following:

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

of implementation as options: (i) Government implemented through applicable modes of financing; (ii) PPP under Republic Act (R.A.) 6957, as amended by R.A. 7718 or the Build-

Operate-Transfer (BOT) Law10; or (iii) Combination of (i) and (ii).

(c) Ensure effective bid process, and contract execution until financial close.

IV. SCOPE OF WORK

6. The scope of work is divided into three (3) phases as follows, where each phase represents combined requirements of the Project to attain the assignment objectives: (a) Feasibility Study and Project Structuring; (b) Management of the PPP Bidding Process; and (c) Assistance and Advisory until Financial Close.

7. In the preparation of the feasibility study, the Consultant shall take into account the following: (a) Proposed expansion of existing terminals and the possible construction of Terminal

5; (b) Preliminary plans for the development of a new international airport at a reclaimed

site near Sangley, Cavite; (c) Plans to construct a third runway to serve NAIA; (d) Plans to expand terminal capacity of the Clark International Airport; and (e) Study on NAIA Runway Optimization.

8. Specific tasks and activities at each phase are as follows:

Phase I: Feasibility Study and Project Structuring

Task 1: Develop the Feasibility Study

Task 1.1: Design and Monitoring Framework

Prepare the design and monitoring framework (DMF)11 for the proposed project, which will include, among others, the monitoring requirements for the DOTC/MIAA in terms expected outputs, outcomes, and impacts of the project.

8The need for Terminal 5 will be determined after the expansion of existing terminals. 9To be retained with the Civil Aviation Authority of the Philippines (CAAP) 10R.A. No. 6957, dated 9 July 1990 (as amended by Republic Act no. 7718, dated 8 May 1994) and the Implementing Rules and Regulations. 11http://www.adb.org/documents/guidelines/guidelines-preparing-dmf/guidelines-preparing-dmf.pdf

III. OBJECTIVE OF THE PROJECT PREPARATION AND TRANSACTION SUPPORT SERVICES

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Task 1.2: Existing Situation and Facilities Assessment (a) Review the legal and institutional framework and issues within which the airport

operates including the regulatory environment, ownership structure and legal status.

(b) Assess the financial standing of the airport by reviewing the relevant financial reports in the last ten (10) years.

(c) Analyze the following aspects of the airport’s operations:

Current airport fees12 and charges, tariff approval system; Level of operating charges as compared with similar-sized airports in the region; Existing commercial (non-aeronautical) revenues; Arrangements with service providers at the airport, including ground handling,

catering, customs, police, immigration, car parks, fuel farms, etc.; and, Relationship with the Air Force, flying schools, private jets/aircraft, and other

entities operating at the airport.

(d) Carry out condition assessment and inventory.

(e) Review the existing facilities at the airport to assess their condition, suitability and capacity and compliance with safety, security and other regularities, including but not limited to:

Passenger terminal and ancillary buildings; Airline facilities; Runway, taxiways and aprons; Airport maintenance facilities; Safety facilities and security; IT System; Utilities and drainage systems; and Surface access and car parking.

Task 1.3: Technical Requirements and Design

(a) Analyze traffic statistics and existing forecasts for NAIA by key passenger markets

including resident and visiting business passengers, tourist passengers, visiting friends and/or relatives, transit passengers, etc.13. The Consultant should seek to identify the key factors underpinning the demand for each of the air passenger markets served by NAIA, including discussions with key agencies and organizations in order to identify the nature of the demand; and, analyze the supply side, e.g., airlines operating at the airport in terms of current frequencies, connecting hubs, future plans, viability of new routes, etc.

12 In proposing new fees and charges, the Consultant should take into account that we benchmark/compare fees and charges of other airports to those in NAIA. 13The analysis will take account of official and third party forecasts of population, economic growth and tourist arrivals. It should also take account of the latest projections of future air passenger demand published by key industry bodies such as ICAO and major aircraft manufacturers.

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(b) Prepare annual airport passenger and freight traffic forecasts14 for NAIA as well as peak and design day/hour operating schedules for low, medium and high growth scenarios15.

(c) Conduct a technical assessment of project requirements throughout the concession period and recommend optimal sizing and capacity, performance standards, management structure and staffing, facilities/equipment required, and safety and security measures, among others.

(d) Conduct all required engineering surveys and analysis, such as geotechnical tests, topographic, parcellary and other surveys, and analysis which may be necessary to produce a conceptual structural design and the minimum performance specification and standard (MPSS)16.

(e) Develop a conceptual design of the airport terminals including landside and airside

facilities, and associated cost estimates, if it is determined that the development of the airport facilities will be required.

(f) Determine optimum timing and phasing of construction and roll-out of facilities in the development/upgrading of the airport, taking into account relevant technical, economic, and financial factors.

All technical-related deliverables shall be submitted to the PPP Center, DOTC and/or Project Study Committee (PSC) through a formal communication by the Consultant, with written and signed endorsement from the Consultant’s engineering/technical firm.

Task 1.4: Legal and Institutional Analysis

(a) Carry out a detailed assessment of the regulatory and local government permit

requirements for the development/expansion and O&M of the terminals, if any.

(b) Identify all legal requirements (including a review of the regulatory framework, relevant 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.

(c) Assess issues, and recommend, and draft appropriate legal instruments associated

with the management of the social, economic, and environmental impacts of the project in a manner consistent with national and local policies, taking into consideration international best practices.

(d) Develop and provide details to the legal architecture and design of the transaction,

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

(e) Identify and recommend the approaches to make the project attractive to investors

and their lenders/financing institutions such as fee payment mechanisms,

14 Should be broken down into passenger (international/domestic, business/tourist, Origin-Destination), fleet mix (size of aircraft; business model of airline – low cost and full service; general aviation, military, commercial flights, helicopter flights), and cargo (international/domestic) 15These should be subjected to risk and sensitivity analyses. 16The MPSS should integrate climate and disaster risk resiliency of the facilities/infrastructures

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performance guarantees, pre-conditions for a private operator to fulfill in meeting service obligations, default and risk clauses, and step-in rights of government.

(f) Formulate the appropriate institutional arrangement for the Project, taking into

consideration the roles and responsibilities of all stakeholders (e.g., DOTC, CAAP, MIAA) in all project stages (e.g., tender of bids, project implementation).

All legal opinions and advice given during the engagement shall be rendered in a formal communication to the PPP Center, DOTC and/or Project Study Committee (PSC) by the Consultant, with written and signed endorsement from the Legal Specialists. Task 1.5: Environment, Gender and Social Safeguard Requirements

(a) Carry out an environmental impact study consistent with the requirements of the

Philippine Environmental Impact Statement System (PEISS). Among others, the Consultant, shall:

(i) Carry out screening and Public Scoping to identify stakeholders and impact

areas, and significant issues/impacts of the Project; prepare the Terms of Reference of the Environmental Impact Assessment (EIA) Study;

(ii) Carry out the EIA Study which involves, among others, describing the proposed project and its alternatives, characterization of the project environment, impact identification and prediction, evaluation of impact significance, impact mitigation, and formulation of the Environmental Management and Monitoring Plan (with corresponding cost estimates and institutional support commitment); and

(iii) Prepare the full EIA Report.

(b) Conduct social risk and resettlement assessment and analysis, and prepare required reports/forms including, but not limited to, a Social Development Plan (SDP) (which includes measures to address gender17 and resettlement concerns), and an Information, Education and Communication (IEC) Plan.

Task 1.6: Risk Assessment (a) Conduct a project risk analysis to determine, assess, allocate and manage risks

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

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

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

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

17Consistent with NEDA’s Harmonized Gender and Development Guidelines

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

Task 1.7: Economic and Financial Analysis

(a) Conduct an economic analysis – identification and estimation of the economic

costs and benefits of the Project; and calculation of the economic internal rate of return (EIRR), including sensitivity analysis as required for obtaining government approval.

(b) Conduct a financial analysis –

1. Preparation of a spreadsheet-based financial model18. Financial models must:

(a) be fully flexible and traceable to accommodate sensitivity analysis (b) include clear and concise model integrity checks (c) clearly describe proposed financing structures (d) simulate distribution of cash to relevant structures including, but not limited

to: (i) cash traps and/or allocated cash reserves; (ii) debt repayments; and (iii) dividends and equity redemption

(e) clearly describe the project’s financial position upon conclusion of project/concession period

2. Research on relevant benchmark rates of return, namely comparable unlevered asset returns and risk premiums and/or discounts

3. Computation of relevant asset/firm valuation metrics including project internal rate of return, equity internal rate of return, project net present value and equity net present value

4. Research on relevant financing data including bank debt interest rates, gearing ratios, project finance debt service coverage ratio (DSCR) benchmarks, financing fees (commitment fees, arrangement fees, agency fees, etc.)

5. Research on relevant insurance costs and other market available risk mitigation products

6. Research on relevant taxes and tax implications

Task 2: Project Delivery Options Development

(a) Carry out value for money (VfM) analysis or its equivalent. (b) Identify best implementation option for the Project, as well as the process of

transferring functions to the private sector and the functions to be retained by the government.

Task 2.1: Structuring (a) Evaluate various PPP structures/options and recommend the optimal PPP modality

to be pursued.

(b) Evaluate and recommend options the government can adopt in relation to private sector participation in the aviation industry, in general and in the project in

18The financial model should include travel demand forecasts and a tariff model, among others.

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particular (i.e., having single operator for the entire airport, allowing entities which have won concessions in other airport projects in the Philippines to participate, etc.)

(c) Provide advice and justification on the best-value bidding parameter.

(d) Prepare the risk allocation matrix and likely impacts to DOTC/MIAA, the private

investors and other stakeholders. Task 2.2: Market Sounding (a) Conduct a formal market sounding exercise and/or one-one-one sessions to

determine key areas that will need consideration in finalizing the PPP structure. The Consultant shall prepare and issue a market sounding document19 to relevant stakeholders prior to the conduct of the actual session/s.

(b) 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.

Task 3: Final Analysis The Consultant shall consolidate and summarize project findings leading to a detailed presentation of all key factors of the Project and a well-defined transaction structure ensuring that, in the process, due diligence is undertaken.

If upon completion of Task 3, it is determined that the Project will not be implemented under a PPP arrangement, the consultancy services shall be deemed to have been completed under the contract and the Consultant shall be paid for the milestones completed. The PPP Center shall not be liable for any further payment and the contract shall be terminated.

Task 4: Support to DOTC/MIAA on Securing ICC Approval and All Other Government Approvals

(a) Prepare all documents required to be submitted, as necessary, to the Regional

Development Council (RDC), the ICC and NEDA Board and other government agencies or bodies, in the required file format and quantities.

(b) Assist DOTC/MIAA to address all issues and concerns until the approval is

accorded by the RDC, ICC and the NEDA Board, including a pre-ICC presentation briefing/meeting with DOTC/MIAA, PPP Center, and other concerned parties20.

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

19To be approved by PPP Center and DOTC/MIAA, and will include an overview and objectives of the Project, indicative project preparation timetable, process on how the market sounding will be carried out, a list of questions to the relevant stakeholder – equity investors, debt financiers, contractors and operators, and anticipated requirements from each party. 20If necessary, the Consultant shall assist DOTC/MCIAA in obtaining ICC approval for a reasonable rate of return for purposes of negotiated projects (i.e., in case of a single complying bid). The Consultant shall also assist DOTC/MCIAA in securing the opinion of the Office of the Solicitor General (OSG) and/or the Department of Justice (DOJ), among others, and the approval or endorsement of any other government agency which may be required for the successful tender and award of the Project.

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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); and establishment and management of the data room. The said plan shall also identify parties involved and their roles/participation in the whole process. 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) Prepare all necessary bid/tender documents including, but not limited to, the Invitation to Prequalify and Bid, Instructions to Prospective Bidders (ITPB), Instructions to Bidders (ITB), draft PPP agreement, Information Memorandum, MPSS, Bid Bulletins, and Bid Forms.

(c) Prepare21 execution copies of the PPP agreement and submit the same to the

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

(d) Draft the TOR 22 for the engagement of the Independent Consultant/Engineer

(IC/IE).

The Consultant shall take into account the results of the one-on-one sessions/consultations with stakeholders, as confirmed by the PPP Center and DOTC, in finalizing the PPP agreement.

Task 3: One-on-one Sessions Conduct one-on-one sessions with stakeholders 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 DOTC/MIAA. The Consultant shall conduct follow up market sounding activities, as may be required in determining the proper structure for the project.

Task 4: Bid Execution

(a) Provide all required assistance and advisory support to DOTC/MIAA during the

entire bidding process. Services shall include, but not be limited to, a) drafting of bid bulletins; b) conduct of pre-qualification and pre-bid conference/s; c) preparation of responses to bidder queries and queries from other concerned parties; d) pre-qualification and bid evaluation; e) preparation of evaluation reports; f) contract revision and finalization; 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 required assistance and advisory support to DOTC/MIAA on the

following: (i) development of criteria and compensation method for the dispute 21Including printing and binding, signed off by the Legal Specialist 22The TOR shall, at the minimum, include the following sections: (a) Background; (b) Objectives; (c) Scope of the Services; (d) Training (when appropriate); (e) Reports and Time Schedule; (f) List of key experts, its required qualifications and tasks; and (g) Man-Months required and Estimated Budget for the Contract. It shall also include monitoring of environmental-related requirement as may be required by the EMB, and other gender and social safeguard requirements.

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resolution board or any other alternative dispute resolution body to be employed under the concession agreement; (ii) preparation of hand-over protocols; (iii) preparation of documents to address conditions precedent in the financing agreements; (iv) 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; and, (iii) evaluation for changes in Engineering, Procurement and Construction (EPC) contractor and/or consortium member.

(b) Finalize the TOR for the engagement of IC/IE, and assist in responding to bidders’ queries on the TOR prepared for a period of four (4) months from signing of the concession agreement.

Other Tasks/Responsibilities: 9. 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 (the Consultant may propose enhancements/changes in the current scope of works), taking into consideration key findings (e.g. surveys required, and critical issues to be addressed) during the field investigation conducted by the Consultant;

(c) prepare a comprehensive close-out report23; (d) draft a comprehensive PPP contract management plan24 for the DOTC/MIAA, in

accordance with the provisions of the PPP agreement, to help the DOTC/MIAA in the management of the Project and its risks, rights and obligations after financial close;

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

(f) 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 report25; and,

(g) 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.

10. The scope of work includes all surveys and survey-related activities (e.g.

geological/geotechnical; topographical and geodetic; hydrographical; environmental study-related; detailed measurement survey (DMS) for right-of-way and resettlement; and, social impact analysis-related [including gender-related concerns]) and conferences/consultations (e.g., market sounding, data room, investors conference, one-on-one sessions, prequalification and bid conferences) considered towards the development/tendering of the project. The cost of all survey and survey-related activities and conferences/consultations should be included in the Other Expenses component of the Consultant's financial proposal (Financial Proposal Form FIN 4). Any other survey

23A 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 DOTC and the PPP Center. 24The PPP Management Plan details how PPP contracts will be monitored and its requirements enforced; and how the relationships between the public and private partners are managed, within the lifetime of the PPP agreement. The Plan should ensure a) services are delivered continuously and to a high standard, and payments or penalties are made accordingly; b) contractual responsibilities and risk allocations are maintained in practice, and government’s responsibilities and risks managed efficiently; and c) changes in the external environment-both risks and opportunities- are spotted and acted on effectively (PPP Reference Guide, World Bank Institute, 2012). 25 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.

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and survey-related expense and conferences/consultations 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.

11. 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

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

outputs within the prescribed time26. For specific areas of expertise, requirement of national and international consultants27 has been prescribed as shown below. This list of expertise provided hereunder is indicative and the Consultant may include additional expertise if deemed necessary to successfully complete the assignment.

13. For each required position, the Consultant should nominate a Key Expert. The Consultant may enhance its expertise by nominating more than one (1) Key Expert for each position28. Otherwise, additional expert/s shall be designated as Non-Key Experts.

No. Position Required Qualifications29

Consultants with International Expertise 1 Project Finance

Specialist/ Team Leader

Ten (10) years of demonstrated experience in providing PPP transaction advisory services/development of large infrastructure projects, preferably airports of significant size (with a capacity of handling a minimum of 10 million passengers per annum [MPA]), on PPP basis, including extensive experience in financial modeling; project structuring; risk analysis, allocation and management; project agreements; and bid process management. Prepared five (5) PPP projects, with two (2) on airports. Five (5) years of demonstrated experience as team leader, project manager, project director or its equivalent. Acted as team leader or project manager/director for five (5) projects.

2 Legal Specialist Ten (10) years of demonstrated experience in drafting contractual agreements and other related documents/ agreements, managing bidding and procurement process, contract negotiations, and resolving legal issues in contract award. Prepared five (5) PPP projects.

3 Deal/Bid Manager/ Assistant Team Leader

Ten (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.

26The 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. 27As 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). 28All Key Experts nominated for a single position will be evaluated based on the requirements of the TOR and rated individually, wherein the score of the least qualified nominee shall be considered in computing the total score of the firm. 29 Refer to the factors to be considered as stated in Section 2.3 Narrative Evaluation Criteria of the RFP.

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4 Civil Aviation/ Airport Operations Specialist

Ten (10) years of demonstrated experience in the development and operations/management of airports and associated facilities, identification of the issues to be addressed in construction, renovation and operations of airport terminals; knowledgeable on civil aviation/ICAO requirements; knowledgeable on multi-airport systems for one region, particularly airports of significant size (with a capacity of handling a minimum of 10 MPA). Prepared 5 airport projects, with at least one (1) airport currently operational. Must have experience with airport systems with at least two (2) airports.

5 Airport Engineer Ten (10) years of demonstrated experience in detailed design and construction of airports and associated facilities, including the identification of the issues to be addressed in construction, renovation and operations of airport terminals, particularly airports of significant size (with a capacity of handling a minimum of 10 MPA); with extensive knowledge of the civil aviation sector/ICAO requirements. Prepared five (5) airport projects.

6 IT/MIS Specialist Ten (10) years of demonstrated experience in the design, development, implementation and maintenance of IT systems or MIS of large corporate organizations, airports, etc. Prepared IT systems or MIS of five (5) projects.

Consultants with National Expertise 7 Legal Specialist Five (5) years of demonstrated experience in resolving legal

issues during project development, 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.

8 Civil Engineer Five (5) years of demonstrated experience in detailed design and construction of airports and associated facilities, with extensive knowledge in in-country aviation sector requirements. Prepared two (2) airport projects.

9 Transport Economist

Five (5) years of demonstrated experience in transport sector assessment, economic assessment, opportunity cost implications, etc. of three (3) projects (publicly- or privately- funded).

10 Environmental Specialist

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

11 Social Development and Gender Specialist

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

12 Land Acquisition and Resettlement Specialist

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

13 Development Communications Specialist

Five (5) years of demonstrated experience in public relations, and in the preparation of public communications plan for development projects, with three (3) projects successfully implemented in the past ten (10) years.

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14. The Consultant shall ensure availability of experts on a priority basis and such experts will be available to provide the services in a responsive and timely manner.

15. The Consultant shall provide the organizational structures and arrangements for the specified services, including specification of position responsibilities.

16. The tasks for each 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) Team Leader30 The consultants will generally be responsible for coordinating all inputs of the team; submission of all reports; facilitation of meetings and stakeholder consultations, as required; and liaison with the PPP Center and DOTC/MIAA, as required. Specific tasks would include, among others, the following: (a) Prepare a design and monitoring framework (DMF). (b) Liaise with PPP Center and DOTC/MIAA and keep all stakeholders apprised of

any issues or concerns that could impact project performance and or completion of the consulting assignment.

(c) Draft inception report, progress reports, and updating the agreed work program, and provision of timely information to PPP Center on contract administration issues.

(d) Manage the team of experts to ensure integrated monitoring of the agreed work program.

(e) Coordinate the inputs of team members as per the agreed work plan, advise team members of changes to the work plan, and monitor team members’ other project commitments to ensure appropriate priority attention is given to the assigned task.

(f) Ensure outputs of team members are in accordance with the contractual TOR and the client’s quality expectations.

(g) Ensure smooth implementation of the internal quality assurance mechanism and be ultimately responsible for output quality by reviewing, commenting upon and approving all such outputs.

(h) Ensure all contracted deliverables are prepared in a timely manner and manage project scheduling.

(i) Prepare 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).

(j) Brief and supervise team members on (i) quality management, and (ii) integrity and professional conduct; and keep the team updated on changes in the operating environment or procedures.

(ii) Project Finance Specialist

(a) Develop a full financial model and financing plan, including determination of

sound assumptions resulting in a set of projected financial statements (balance sheet, cash flow, income statement, key ratio analysis), and sensitivity scenarios.

30 The Project Finance Specialist shall act as the Team Leader

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The working model shall be submitted whenever requested. The Project Finance Specialist/Team Leader, for the duration of the Consultant’s contract, shall schedule periodic presentations; and shall make himself/herself available to receive comments or queries and provide responses thereto, and entertain consultations, whenever necessary.

(b) Determine pricing structures and/or cross subsidies under the PPP arrangement to lessen impact on tariffs passed on to users.

(c) Formulate an appropriate parametric tariff adjustment formula considering the impact of the said adjustment to all stakeholders (winning project proponent and users).

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

(e) Conduct project risk analysis (valuation, allocation and mitigation of risks) to determine, assess, allocate and manage risks (such as, but not limited to project, commercial, financial, political, economic, force majeure and legal risks) during all project stages.

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

(g) Prepare a contingent liability model for DOTC/MIAA that quantifies the contingent liabilities, how the same shall be managed and the funding requirements based on the risk analysis.

(h) Assess various PPP modality (with due consideration to legal and institutional impacts) and recommend a suitable modality for the project including required contractual agreements and institutional structures (e.g., special purpose vehicles) to effect such PPP arrangement.

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

(j) Identify appropriate funding sources. (k) Carry out value for money analysis. (l) Test all key assumptions against financial model outputs. (m) Assess project financial management capacity31. (n) Develop all required due diligence of the financial documents for potential

lenders.

(iii) Legal Specialist

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

(b) Develop “bankability” measures for the proposed PPP structure, such as fee payment mechanisms, preconditions for a private operator to fulfill service obligations, default and risk clauses, and step-in rights of government.

(c) Conduct project risk analysis. (d) Identify licensing, permitting and other legal risks that need to be addressed and

allocated for each PPP option. (e) Review and assess legal issues associated with the management of the social,

economic and environmental impacts of the project, including among others issues on resettlement of the project.

31For reference purposes, ADB financial management guidelines can be used. See ADB.2005. Financial Management and Analysis of Projects. Manila.

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(f) Conduct policy and institutional assessment, including the role of regulatory bodies in the conduct of the project, to ascertain the validity and viability of the proposed PPP structure for the project taking into consideration requirements of the labor laws and other related laws.

(g) Assist DOTC/MIAA in securing opinion/s from relevant government agencies on any legal issue which may arise in relation to the project.

(h) Assess DOTC/MIAA’s capacity to manage the project once operational, and recommend required changes and capacity improvement measures as appropriate.

(i) Assess government’s role, including local government units, in the proposed PPP project, whether that role corresponds with its legal obligations and maintains sufficient power to protect the government’s interests.

(j) Recommend institutional measures to improve the operations and governance of the DOTC/MIAA with the purpose of ensuring efficient management of project assets.

(k) Recommend appropriate bid strategy in accordance with the BOT Law and its IRR; and prepare all necessary bid/tender documents, including the Information Memorandum, draft PPP contract between DOTC/MIAA and the private sector, and bid evaluation criteria, among others, to facilitate bidding of the Project.

(l) Assist DOTC/MIAA in securing the opinion of the Office of the Solicitor General (OSG) and/or the Office of the Government Corporate Counsel (OGCC) on the draft PPP contract.

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

(n) Prepare execution copy of the PPP agreement and render an opinion that the execution copy is in accordance with relevant law/s.

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

(p) Provide all the required assistance and advisory support to DOTC/MIAA 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.

(q) Assist in the preparation of the TOR for the IC/IE, and assist in addressing bidders’ concerns on the TOR.

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

(s) Provide support to ascertain on-time submission of required deliverables. (t) Provide all required support until the financial close of the project.

(iv) Deal/Bid Manager

The Deal/Bid Manager shall be the primary point of contact for both DOTC/MIAA 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

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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; and, e) contract award and signing.

(d) Prepare the bid process report. (e) 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.

(f) Provide support to ascertain on-time submission of required deliverables. (g) Provide all required support until the financial close of the project.

(v) Civil Aviation/Airport Operations Specialist

The Civil Aviation/Airport Operations Specialist shall develop/finalize the MPSS through, but not limited to, implementation of the following tasks:

(a) Using the project design, technical specifications and cost estimates indicated in

previous studies, develop and finalize the MPSS for the construction (if any), operation and maintenance of the airport covering the facilities to be put up, services that are needed (based on market analysis) and the services that need to be provided based on international practices.

(b) Recommend optimal size and capacity, performance standards, management structure and staffing, and equipment requirements, among others, based on the result of the technical assessment of the Project.

(c) Assist in the project’s financial analysis with inputs on project rationale, project costs (capital expenditures, operations, maintenance), required contingency levels, and any other information as may be requested.

(d) Ensure that international/ICAO standards are adhered to, to the extent possible; and, the experience in other countries in PPP arrangements for airports, passenger terminals, and associated facilities are considered while finalizing the Project.

(e) Provide technical assistance in the bid process management, e.g., during evaluation of prequalification documents and technical proposals.

(u) Assist in the preparation of the TOR for the IC/IE, and in addressing bidders’ concerns on the TOR.

(f) Provide all required support until the financial close of the project.

(vi) Airport Engineer

(a) Assist in developing and finalizing the MPSS for the construction (if any), operation and maintenance of the airport and associated facilities covering the facilities to be created, services that are needed (based on market analysis) and the services that need to be provided consistent with international practices.

(b) Assist in the project’s financial analysis with inputs on project rationale, project costs (capital expenditures, operations, and maintenance), required contingency levels, and any other information as requested.

(c) Assist in the preparation of the TOR for the IC/IE, and in addressing bidders’ concerns on the TOR.

(d) Provide support to ascertain on-time submission of required deliverables. (e) Provide all required support until the financial close of the project.

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(vii) IT/MIS Specialist

The IT/MIS Specialist shall develop and design the requirements for an integrated information technology (IT) and management information system (MIS) and its maintenance for the passenger terminals and the associated facilities in accordance with the international/ICAO requirements. This will be done through implementation, among others, of the following activities:

(a) Undertake thorough inventory of the existing information management system in

the terminal (i.e. policies, business processes, internet/network infrastructure, applications systems, IT staff).

(b) Conduct an initial assessment of integrated IT and information management needs and objectives of the Project, including its functional interface with other organizations.

(c) Develop a design of the integrated IT and information systems requirements for the Project which will identify the appropriate ICT infrastructure and applications, processes, and procedures needed for the efficient, effective and satisfactory management and operations of the passenger terminals.

(d) Develop the MPSS for the installation, operation and maintenance of the IT infrastructure (hardware, software, and other associated infrastructure).

(e) Prepare project cost estimates for the installation, operation and maintenance of IT systems, performance standards, management, and staffing for the IT/MIS, among others.

(f) Assist in the preparation of the TOR for the IC/IE, and in addressing bidders’ concerns on the TOR.

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

Consultants with National Expertise (viii) Legal Specialist

(a) Assist in the project risk analysis. (b) Review licensing, permitting, land acquisition and other legal risks, as well as

other contractual and commercial relationships in the sector or related to the sector and how those relationships will interface with the Project.

(c) Provide general advice, e.g., on taxation, property, planning, environmental law, banking, competition law and intellectual property.

(d) Review and assess legal issues associated with the management of the social, economic and environmental impacts of the project, including among others issues on resettlement of the project.

(e) Conduct of policy and institutional assessment to ascertain the validity and viability of the proposed PPP structure for the project taking into consideration requirements of the labor laws and other related laws. The institutional assessment should include a determination of the appropriate regulatory body tasked to monitor MPSS and KPIs set out in the concession agreement.

(f) Assist DOTC/MIAA in securing opinion/s from relevant government agencies on any legal issue which may arise in relation to the project.

(g) Recommend appropriate institutional arrangement for the project taking into consideration the roles and responsibilities of DOTC/MIAA, CAAP, etc.

(h) 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.

(i) Develop and provide detail to the legal architecture and design of the transaction, identifying e.g. the (i) type of PPP contract to be used (e.g. BT, BOT, BTO, etc.);

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(ii) investment commitments to be required, their nature and management; (iii) investment plan, how, where and when investments will be made; and (iv) type of public sector support required, including terms and conditions, when necessary.

(j) Prepare 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.

(k) Assist in securing the opinion of the OSG and/or the OGCC on the draft PPP contract.

(l) Prepare execution copy of the PPP agreement and render a signed opinion that the execution copy is in accordance with relevant law/s.

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

(n) Provide legal expertise on the following activities: a) drafting of all bidding-related notices/requests and bid bulletins; b)preparation or collation of documents and data to be made available in the data room for prospective bidders; c) setting-up and management of data room; d) conduct of pre-bid conference/s and various one-on-one meetings with the bidders; e) preparation of responses to queries by bidders and other concerned parties; f) bid evaluation, including prequalification; preparation of bid evaluation reports; g) contract revision and finalization; and, h) contract award and signing.

(o) Assist DOTC/MIAA 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, including providing a closing opinion (if required by the lenders for financial close).

(p) Assist and sign off on the preparation of the TOR for the IC/IE, and in addressing bidders’ concerns on the TOR.

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

(r) Provide support to ascertain on-time submission of required deliverables. (s) Provide all required support until the financial close of the project.

(ix) Civil Engineer

(a) Review design of required infrastructures/facilities and provide advice as regards value engineering for the optimal layout, building capacity projections, and cost estimates of both in the construction, if any, and building management/maintenance.

(b) Assist in the preparation of the construction (if any), supply, installation, and operation and maintenance performance standards.

(c) Assist in the review of bid and contract documents of the building components of related PPP projects, including Invitation to Bid, Instruction to Bidders, and Draft Contracts.

(d) Review and assist in the preparation of the MPSS. (e) Provide support to ascertain on-time submission of required deliverables. (f) Provide all required support until the financial close of the project.

(x) Transport Economist

(a) Undertake a cost–benefit analysis. The analysis should include, among others, the following: (i) Sector assessments, demand-supply (market analysis), opportunity cost

implications, projected project benefits and impacts;

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

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

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

(b) In consultation with the Social Development and Gender Specialist, ensure that the project provides desired and equitable benefits to end users.

(c) Together with the Project Finance Specialist, shall prepare the required report and documents as may be required by the ICC.

(d) Provide support to ascertain on-time submission of required deliverables. (xi) Environmental Specialist

(a) Carry out a comprehensive environmental assessment32 and ensure substantive

and forma-wise consistency with the documentary requirements for applying necessary national and local governments’ environmental permits, i.e., ECC, local clearances, etc.

(b) Assess critical environmental factors related to traffic congestion, noise and air, pollution, handling, storage and disposal of toxic and hazardous products, solid waste, water and flooding, carbon emissions, geo-hazard conditions, land use and settlement developments impacts and, resilience to climate change conditions such as storm surges and floods.

(c) Recommend appropriate mitigating measures and designs to improve the project’s environmental sustainability. Ensure that the environmental management plan and mitigation measures are integrated in the project’s design, cost, and operation.

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

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

(f) Ensure inclusion of the environmental management plan in the bidding documents, along with the requirements to comply with mitigation measures therein.

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

(xii) Social Development and Gender Specialist

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

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

gender laws. (a) Develop a framework for poverty and social analysis of the project in accordance

with country requirements. (b) Lead the mapping of social and gender impacts from implementing the project

and develop strategies to mitigate such impacts.

32In doing so, the consultants shall be also guided by the environmental sustainability requirements of the International Financial Institutions, which, in one way or another, might be attracted to financing or implementation of the PPP projects. For example, ADB’s environmental sustainability requirements can be found in ADB. 2009. Safeguard Policy Statement. Manila.

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(c) Prepare poverty reduction and social strategy frameworks (e.g., resettlement plans) with recommendations for involuntary resettlement, and gender safeguards in accordance with the requirements in the Philippines, as applicable.

(d) Assess DOTC/MIAA capacity and commitment to undertake social impact due diligence, impact monitoring, and mitigation measures implementation (e.g., resettlement implementation, monitoring and evaluation).

(e) Conduct a willingness-to-pay survey to determine whether the proposed tariffs are socially acceptable.

(f) Assist in the conduct of stakeholder’s analysis and in developing recommendation for an appropriate institutional arrangement and develop implementation measures for stakeholders aimed at identifying, understanding and managing resistance to change.

(g) Ensure inclusion of the social/safeguard requirements in the bidding documents, along with the requirements to comply therein.

(h) Provide support to ascertain on-time submission of required deliverables. (xiii) Land Acquisition and Resettlement Specialist

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

are adequate and compliant with the Philippines requirements. (b) Ascertain the legal status and site availability of the identified site for the terminal. (c) Establish the appraised value of the land and in coordination with the Transport

Planner assist in identifying the best location in terms of its strategic placement, ease of acquisition, security etc.

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

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

(xiv) Development Communications Specialist

(a) Conduct a public communications needs analysis involving the project, as well as

stakeholder analysis and management to determine possible impacts on all stakeholders.

(b) Design mechanisms such as, but not limited to, workshops to generate feedback from stakeholders on critical aspects of the project, identify conflicting stances and facilitate communication aimed at finding mutually acceptable modes of collaboration among stakeholders.

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

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

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

VI. DURATION OF THE ASSIGNMENT

17. Considering that many activities will be undertaken concurrently, it is estimated that the above services would require a period of about 626 calendar days from the date of

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commencement of the services; or, 120 calendar days from the date of the contract signing between DOTC/MIAA and the private proponent; whichever is later. The detailed work plan submitted as part of the technical proposal for this assignment shall be discussed and agreed with the PPP Center and DOTC/MIAA before signing the contract.

VII. DELIVERABLES AND TIME SCHEDULE

18. 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 10 days 2 Monthly Progress Report(b) 3 Draft Feasibility Study Report I 150 days 4 Draft ITPB and qualification criteria II 180 days 5 Draft ITB, including draft concession

agreement, MPSS, among others II 230 days or 20 days after

NEDA Board approval, whichever is later

6 Draft Close-out Report III 506 days or 296 days after NEDA Board approval,

whichever is later (a) In calendar days. (b) Submitted 5th of every month.

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

No. Special Report Timing of Submission 1 Design and Monitoring Framework With deliverable No. 1, 3 2 Financial and Economic Model/s With deliverable No. 3 3 Gender Assessment and Analysis of Needs With deliverable No. 3 4 Social Development Plan and an Information,

Education and Communication (IEC) Plan With deliverable No. 3

5 Land Acquisition and Resettlement Action Plan With deliverable No. 3 6 Environmental Impact Assessment Report

including an Environmental Management and Monitoring Plan

With deliverable No. 3

7 Communications Plan With deliverable No. 3 8 Accomplished ICC-Project Evaluation Forms With deliverable No. 3 9 Market Sounding Report With deliverable No. 3 10 MPSS With deliverable No. 5 11 Bid Process Plan, Term Sheet, Draft concession

agreement and other agreements/documents With deliverable No. 5

12 Draft TOR for the IC/IE With deliverable No. 5 13 Bid Process Reports Upon conclusion of

prequalification process and upon finalization of bid