October 2010
1. Invitation of Proposal 02
2. Background 04
4. Role of Consultants 06
5. Scope of Services 06
8. Key Personnel 09
19. Termination 14
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National Highways Authority of India
(Ministry of Road Transport & Highways)
INVITATION OF PROPOSALS
Notice Inviting Request for Proposal for Procurement of Financial
Consultant for Operation & Maintenance of OMT Package-10 to 13 on
Operation, Maintenance and Transfer (OMT) basis from empanelled
financial consultants
1) National Highways Authority of India (NHAI) desires to procure Financial Consultant
for Operation & Maintenance of the following stretches of National Highways on
Operation, Maintenance and Transfer (OMT) basis.
S.No OMT Name of the Project Stretch Length
Package (Km)
No. approx.
1 10 Kanpur-Lucknow Section (Km 11.005 to Km 75.50) 216
stretch of NH-25, Lucknow Bypass (Km 0.00 to Km
22.85) stretch of NH-56 and Lucknow-Ayodhya
Section (Km 8.00 to Km 137) stretch of NH-28
2 11 Ayodhya – Gorakhpur Section (Km 135.00 to Km 116
251.7) of NH-28
3 12 Jhansi – Orai Section ( Km 91.00 to Km 220.00 ) of 131
NH-25
4 13 Hyderabad- Bangalore Section (Km 211.00 to Km 252
463.00) of NH-7
2) The objective of the project is to successfully develop comprehensive commercial and
financial guidance documents to assist NHAI in selection of private sector partner by
adopting the Public- Private Partnership structure appropriate for the Project and to
continue to assist NHAI through the Concession signing, negotiation, concession
implementation process till Commercial Operation Date of the Project.
3) The proposed project team should consist of Financial Expert and Technical Expert
which should have minimum qualification and experience as per the RFP.
4) Request for Proposal should be submitted in sealed cover, delivered to the address
below at the latest by 1300 hrs. on 10.11.2010 and be clearly marked “Request for
Proposal for Appointment of Financial Consultant for Operation & Maintenance of
Selected Stretches of National Highways to be executed as OMT Projects (OMT
Package 10 to 13)”.
5) The detailed terms & conditions are available on NHAI’s website www.nhai.org .
Interested empanelled financial consultants may obtain further information at the
address below:
The project stretch will be operated and maintained under an OMT concession following
the provisions of MCA (OMT) document. The concessionaire will have the responsibility
for operation & maintenance for a period of 4 - 9 years (the concession period) during
which he will collect and retain user fees (toll) from the classified users of the highway.
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The concession agreement will be based on a Model Concession Agreement (MCA)
developed for Operation & Maintenance of Highways.
OMT Bids will be invited from pre-qualified bidders. The pre-qualified bidders will be
invited to submit the OMT bids for the project in response to a Request for Proposal
(RFP) document, which will be prepared by the Financial Consultant. The RFP
document for OMT bids shall comprise instructions to bidders, the draft concession
agreement (MCA with approved amendments), and the schedules to the concession
agreement.
2. PROCUREMENT OF A FINANCIAL CONSULTANT
2.1 NHAI invites proposals from reputed national and international firms engaged in
financial appraisal, modeling, structuring, etc. in infrastructure projects in PPP formats.
They would be required to appraise these projects and assist NHAI in securing private
investment through Public- Private- Partnership (PPP) by award of OMT concession on
the terms and conditions specified in the model concession agreement.
2.2 RFP documents for the OMT bids issued by NHAI will state that the documents have
been prepared after due diligence by the Financial Consultant which would provide
comfort to the OMT bidders and help serious and realistic bidding by prospective
bidders.
2.3 A single firm shall be appointed as the Financial Consultant for the projects listed in the
Table above. In order for the applicant firms to appreciate and understand the whole
range of activities involved at various stages of the project development under OMT and
the need for coordination with consultants/NHAI in the process, a broad scheme has
been given in paragraphs 3 and 4 below.
3. OUTLINE OF ACTIVITIES INVOLVED IN THESE OMT PROJECTS
The outline of various activities, from inception to commissioning is as follows:
(a) Qualification of Bidders:
NHAI will in the first instance qualify the potential OMT bidders. The Request for
Qualification (RFQ) documents shall be issued by NHAI. Only such bidders as
meet the qualification requirements will be issued the Request for Proposal (RFP)
documents, in response to which they will be required to submit the OMT bids.
(b) Site Data Reports:
In order to enable the prospective OMT bidders to prepare and submit a realistic
bid, they will be provided with Site Data Report, which will contain inter alia the
alignment of the road, the existing facilities and the facilities to be provided, rough
cost estimate of the project facilities and major maintenance proposed, the traffic
details, the highway inventory details etc. The Site Data Report will fulfill the
following other objectives:
(i) Defining the project scope: The Technical Schedules of the Draft Concession
Agreement (DCA) document will be prepared on the basis of the Site Data Report.
(ii) Financial appraisal: Based on the estimation of cost and revenue potential of
the project as ascertained through the traffic surveys etc., financial appraisal of
the project will be done and its adaptability determined.
(iii) Technology options: The constraints of site and project requirements will help
the bidders/ concessionaire arrive at technology choice and the associated
costs.
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(c) RFP Documents:
The RFP document to be issued to the qualified OMT bidders will be a
comprehensive document containing (a) the instructions to bidders with regard to
preparation, submission, guarantees, evaluation of bids, and award of concession,
etc (b) the base concession agreement (i.e. the MCA with approved amendments),
(c) project specific technical schedules (i.e the project site, scope, etc which will be
sourced from the Site Data Reports , (d) the manual for standards and
specifications i.e. IRC:SP-84:2009 with modifications/amendments as required, (e)
the draft of other agreements which will form part of the eventual concession
agreement (for example escrow agreement etc) whose formats are already
available in the MCA subject to such modifications/amendments as suggested by
the Financial Consultants and approved by NHAI/ Government .
(d) Pre-bid Conference:
A Pre-bid Conference will be held by NHAI about 3 weeks before the bid
submission due date during which the clarifications sought by the prospective OMT
bidders will be furnished and followed up by issuing formal minutes of the meeting
and addendum to RFP, if required.
(e) Receipt of OMT bids and their evaluation :
After the bids are received, these will be evaluated as per the criteria laid down in
the bidding document. The bidders who are found responsive to the bid conditions
and quote the maximum amount of Concession Fee or minimum amount of O&M
Support will be considered for award of concession.
(f) Signing of concession agreement:
The successful bidder will be issued letter of acceptance (LOA) and within a
specified duration of the issue of LOA, he will have to furnish the Performance Bank
Guarantee and incorporate a new company called Concessionaire hereafter. The
agreement will be signed by NHAI with the Concessionaire.
(g) COD Achievement by the Concessionaire:
The Concessionaire will be allowed a period of 45 days from the date of signing
the Concession Agreement to achieve COD. The actual concession will begin from
this date, i.e. the COD.
(h) Project implementation:
The Concessionaire will undertake the project in accordance with the provisions of
the concession agreement from the COD. He would appoint O&M contractors and
submit copies of the agreements to NHAI (the project agreements). He will mobilise
funds for the project. All funds received from various sources and disbursed for
various purposes will be routed through an escrow account opened by the
concessionaire and NHAI.
The Concession Agreement will be administered by an Independent Engineer (IE)
appointed by NHAI with the consent of the concessionaire in accordance with the
provisions of the concession agreement.
User fees on the project stretch are being collected at present by NHAI. After COD
the concessionaire will have the right to collect and retain the user fee revenues.
However, if the concessionaire fails to achieve COD as per schedule, the
concessionaire will be liable to pay damages to the authority for the further period
of further 30 days beyond which the Concession Agreement shall attract
termination.
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4. ROLE OF CONSULTANTS
NHAI will be taking the assistance of reputed consultants in the following way;
The Financial Consultants shall be required to engage a technical expert so as to prepare
the technical schedules to the concession agreement as necessary for preparing the RFP
documents.
Based on the Site Data Report prepared by the technical expert, the Financial
Consultants will do the financial appraisal, structuring and modeling of the projects and
advise NHAI with regard to the likely Concession Fee to be offered by the
concessionaire in a competitive bidding procedure. They will prepare the RFQ & RFP
documents, assist NHAI in pre bid meetings, RFQ & RFP evaluation and award of
concession. They will also advise NHAI on the financing documents, escrow agreements,
and other financial matters at the time of COD.
At the time of pre-bid meeting and during the bid evaluation process, the Consultant will
provide assistance to NHAI on all issues. He will examine and vet all the financing
documents, agreements, and other submissions made by the concessionaire after award
till COD.
As such, the Financial Consultant will be inter alia responsible for activities like
preparation of technical schedules through a technical expert, financial appraisal,
modeling, finalization of RFQ & RFP documents, replies to pre-bid queries, assistance in
RFQ & RFP evaluation, and vetting of the documents submitted by the concessionaire.
Besides the Financial Consultant will ask for and receive inputs, as and when required
from NHAI in order to adhere to the time line and the requirements of these Terms of
Reference. The likely duration of assignments would be 9 to 12 months requiring intermittent
inputs
5. SCOPE OF SERVICES
The Financial Consultant shall assist NHAI in the entire process leading to the award of
OMT concessions as well as the concessionaires achieving the COD after the award, for
implementation of each of the projects (listed in the para 1.3 above). He will undertake
these services with a multidisciplinary team viz. Technical & Financial to get the
necessary inputs from them, do his own due diligence and directly interface with NHAI
during the entire process. Various stages of the service are described below:
Stage I : Preparation of Site Data Report and RFQ/RFP documents, Financial appraisal and
modeling of the projects, and estimation of likely Concession Fee..
c) The firm shall have its functional set up at Delhi for the assignment.
d) The firm shall have to be associated with a reputed technical expert. The technical
expert shall be a firm (Technical Consultant) who has prepared Feasibility Report
of minimum three BOT projects of NHAI under various phases of NHDP.
The applicant firms shall submit short profiles of the projects handled by them indicating
therein the details of the information which closely demonstrate the experience in the field
stated above along with client’s certificates.
The projects handled during the last 5 years will be eligible for consideration.
The clients for whom the services were rendered shall be indicated along with the
capacity in which the services were rendered (e.g., advisers, fund mangers, consultants,
facilitators).
7. TIME LINE FOR THE ASSIGNMENT
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B. Development of technical schedules, financial model and relevant documents : 60 days from
date of commencement
C. Preparation of bid document (RFP & DCA) : 90 days from date of commencement
D. Addressing the pre-bid queries at RFP stage : Within 3 days\of pre-bid meeting
The above time line is subject to adjustments as required depending upon the progress of
various activities.
8. KEY PERSONNEL
The Consulting Firm shall field a dedicated team for the required duration. The Team
shall comprise the following:
Team Leader cum Financial Expert (one no.): He should be holding a very important
decision making position in the Firm. He will coordinate all the activities and will have the
overall responsibility for the services under these Terms of Reference.
He should possess a professional qualification in the Finance discipline, such as an MBA
or Chartered Accountant or equivalent and should have not less than 15 years
experience in the field of financial appraisal, modeling or such fields as relevant for the
requirements of the TOR. He should have handled 3 PPP Highway Projects as Financial
Expert. His CV should clearly demonstrate his leadership credentials in the fields relevant
for the services with specific mention of the projects handled and his own role therein.
Technical Expert (one no.): He should hold a senior position in the Firm. He should
possess a professional qualification in the Technical discipline, such as BE/B.Tech in
Civil Engg. or equivalent with ME/M.Tech in Highway/Transportation Engg. and should
have not less than 15 years post qualification Highway experience. The proposed
specialist must have minimum of five years and 3 Highway Projects experience
related to Toll Road Concession Agreements/Technical Schedules. His CV should
clearly demonstrate his close association in the fields relevant to the services with
specific mention of the projects handled and his own role therein.
(Note: The key personnel already involved in other assignments, can also be proposed
provided the assignment requires intermittent inputs and subject to their fulfilling the
stipulated qualification criteria. The intermittent input requirement needs to be clearly
established to the satisfaction of the Employer.)
9. FEES FOR SERVICES AND PAYMENT SCHEDULE
A lump sum fee shall be quoted by the applicant in the prescribed format given in
Appendix-Afor each package. The payment for the services shall be milestone based
as follows.
Deliverables Percentage of Fee
Payable *
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Stage IV: Evaluation of RFP/Bids 20%
Stage V: On signing Concession Agreement 10%
Stage VI: On achievement of COD for the Project 10%
* The above percentage shall apply to total fees quoted (ref. Appendix –A)
Qualifications and Experience- The proposal must supply information concerning the
qualifications and experience of the proposed project team for this assignment in the
following format.
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experience as per para 6 above along with duly signed CV of Key Personnel. The
consultant, who does not possess the minimum qualification and experience, will not be
qualified for opening of Financial Proposal. NHAI reserves the right to accept or reject
any or all proposals without assigning any reason whatsoever.
15.3 Negotiations
The NHAI will notify the successful Consultant in writing by registered letter, cable telex
or facsimile and invite the firm to negotiate the Contract.
The aim of negotiations is to reach an agreement on all points and initial a draft
contract after the conclusion of Negotiations.
The final detailed scope of work, terms, conditions, schedule, and professional fee for
the services will be determined during contract negotiations following the selection
process. If an agreement with a selected firm cannot be reached during the time
specified for negotiations, next lowest qualified firm may be asked to enter into
negotiations. After contract negotiations, the firm selected will be required to enter into
a contract agreement with NHAI to provide the envisaged services described in the
Scope of work.
All key personnel should be present for interview at the time of negotiations at the cost
of consultant, so as to ascertain their overall suitability as also availability for the
position applied for.
19. TERMINATION
In the event of the financial consultant fails to commence the assignment within 7 days of
signing of contract or in the event that the recoverable damages exceed 10%, the contract shall
be liable for termination upon 7 days notice.
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Appendix A
Note:
a. Fee structure and payment terms shall remain strictly as indicated above. Fee shall
be quoted as a fixed amount in Indian Rupees. Conditional proposal shall
be summarily rejected.
b. The above quoted fee shall include all expenses i n c l u d i n g out of pocket expenses,
etc. to be incurred by the Financial Consultant to complete the assignment.
c. Taxes, if any as per applicable law, shall be indicated by the Consultant on total
fee separately. Service Tax is payable separately on reimbursement basis on
production of assignment specific payment proof.
d. The applicant’s firm can also mention the percentage division of the total consultancy
fee amouting technical/financial experts to facilitate direct payment to the concerned
entities. However, the fee due shall be made in accordance with the payment schedule
stated under para-9.
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DRAFT CONTRACT AGREEMENT
This CONTRACT (herein called the “Contract”) is made at New Delhi, on this the _________
day of __________ 2008 between
And
M/s
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(hereinafter referred to as Financial Consultant which expression shall, unless it be
repugnant to the context or meaning thereof, include its administrators, successors and
assigns) of the Other Part,
WHEREAS
The Employer is desirous that certain Financial Consultancy services should be given by the
Financial Consultant for Operation & Maintenance of Selected Stretches of National
Highways to be executed as OMT Projects
.”
________ had vide its letter dated ______________________ (Appendix-B) submitted its
proposal for the Services.
It is deemed necessary and expedient by the parties hereto to enter into this Contract and
record the terms of services to be provided by Financial Consultant.
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NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows :
1. The following documents attached hereto shall be deemed to form an integral part of
this Contract:
2. The mutual rights and obligations of the Employer and the Financial Consultants shall
be as set forth in the Contract; in particular:
a) The Financial Consultant shall carry out the Services in accordance with the
provisions of the Contract; and
b) Employer shall make payments to the Financial Consultants in accordance with
the provisions of the Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their
respective names as of the day and year first above written.
By
Authorized Representative 2. Signature
Name
Address
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