As-Samra Wastewater Treatment Plant, the Second Expansion - Financial and Legal PPP Advisory

Project Description: The European Bank for Reconstruction and Development (the EBRD or the Bank) is currently working together with the Water Authority of Jordan (WAJ) on the Third Phase (Second Expansion) of the As-Samra Wastewater Treatment Plant (“WWTP”). The Bank is considering providing assistance in preparing, financing and implementing a project, which would result in the increase of wastewater treatment capacity at the As-Samra WWTP (the Project or the Second Expansion), as part of a build-operate-transfer (BOT) arrangement with a private sector contractor (the Concessionaire).

The First Expansion, which was commercially operated in October, 2015, aimed at expanding the WWTP treatment capacity by 97,800 m3 per day (an increase by more than one-third). These improvements were intended to meet the region’s wastewater treatment needs through 2025; however, due to certain external factors, this is no longer the case. The proposed Second Expansion would increase the capacity of the plant by an additional 100,000 - 145,000 m3 per day, and increase energy production on-site through the utilisation of treated sludge and bio-solids.

A separate team of consultants is currently carrying out technical, financial and legal feasibility study (the FS) and an Environmental and Social Due Diligence (ESDD) of the Second Expansion, to review and confirm the main technical, economic and cost assumptions as well as analyse environmental and social matters. The FS consultant (the FS Consultant) will be available for consultation for technical matters through to financial close of the Project.

Assignment Description: Therefore, the Bank is seeking a consultant (the Consultant) to provide financial and legal support to WAJ throughout the Project preparation and negotiation process, including detailed financial forecast and planning as well as in-depth review of existing legal documentation and preparation of all new legal documents (other than the financing agreements to be entered into between the SPC, the Sponsors and the existing and new lenders (the Financing Agreements)) in connection with the Project in line with local and international laws and regulations, as applicable, and based on international best practice standards, negotiation and signing of BOT/PPP agreements (the Assignment).

The Consultant must ensure that all reports take into account and are consistent with the Jordanian Law, EU and other applicable standards, including relevant environmental, water, and public health standards. The Consultant will review the existing legal documentation, prepare the project documentation to which WAJ will be a party, including the amendments to the Restated Project Agreement, and review other project documentation for the benefit of WAJ, and provide assistance on, including but not limited to the procurement matters, as required, in order to support and advise the Bank and WAJ during the Project preparation. The Consultant will also carry out the financial due diligence of the Sponsor’s proposal for the Project, prepare financial forecasts and all other related data and information required to assess the financial feasibility of the Project as well as will provide financial advice to WAJ during negotiations and until Financial Close.

Status of Selection Process: Interested firms or group of firms are hereby invited to submit expressions of interest.

Assignment Start Date and Duration: The Assignment is expected to start in Q2 2016 and has an estimated overall duration of 12 months. It is of the utmost importance that the consultant’s team be available to mobilise in this timeframe.

Cost Estimate for the Assignment: The cost estimate is between EUR 0.4 million and EUR 0.5 million (exclusive of VAT). The Consultant must determine whether any indirect taxes/VAT are chargeable on the proposed services and state the basis for such. If any indirect taxes/VAT are payable, the Client will have to pay indirect taxes/VAT element to the services directly to the Consultant unless otherwise agreed.

Funding Source: It is anticipated that the contract will be financed by the EBRD Donor Programme. Contract signing will be subject to the availability of funding.

Eligibility: There are no eligibility restrictions. However, in order to avoid any potential conflict of interest the FS Consultant, its sub-contractors and the experts engaged under the Technical Due Diligence assignment will not be eligible to compete for this Assignment.

Consultant Profile: Corporate services are required. The Consultant will be a firm or a group of firms with:

1. Previous project experience with project finance within the region and preferably in Jordan;

2. Experience with infrastructure transactions that involved private financing in Jordan; and

3. Experience within the water sector to be regarded as beneficial but not essential.

The Consultant team should be experienced in BOT and PPP structures, and should also be well-versed in planning and regulatory approaches in the water and wastewater and public infrastructure sector projects.

The Consultant will need to be highly experienced and skilled at the above detailed tasks, which will require excellent knowledge of project finance, public procurement of PPPs internationally and in the region, legal framework in Jordan for infrastructure services, and PPP, BOT and EPC contracting for both the public and private sector.

The following key experts are required:

• Key Expert 1: Team Leader experienced in managing similar scale projects. The Team Leader can double as any of the below experts;
• Key Expert 2: PPP, EPC, BOT, and infrastructure concessions expert;
• Key Expert 3: Legal experts, consisting of a team of attorneys that, collectively, have substantial experience (as indicated by their submitted CVs) in complex international project finance transactions, including BOT transactions and specifically in Jordan. Legal experts with specific understanding of the international and Jordanian PPP legal framework, as well as demonstrated experience with international infrastructure concession contracts in the region. Previous experience of working with WAJ (subject to eligibility requirements) and/or IFIs will be an asset;
• Key Expert 4: Financial experts, consisting of a team of financial consultants with substantial experience in complex international project finance transactions, including BOT transactions;
• Key Expert 5: Infrastructure insurance expert(s) with experience in Jordan or the region;
• Key Expert 6: Environmental and Social expert.

All experts should preferably have experience in the water or wastewater sector and demonstrate experience in the region. Experience of project financing within the region is strongly preferred.

Submission Requirements: In order to determine the capability and experience of Consultants to be shortlisted, the information submitted should include the following:

1. Company/group of firms’ profile, organisation and staffing (max. 2-4 pages).

2. Details of previous project experience or similar assignments particularly undertaken in the previous ten years, including information on contract value, contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided (if different from duration) , main activities, objectives.

3. CVs of key experts who could carry out the Assignment detailing qualifications, experience in similar assignments, particularly assignments undertaken in the previous ten years, including information on contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided, assignment budget, main activities, objectives.

4. Completed Consultant Declaration Form and Contact Sheet, the template for which is available from the following web-link:

http://www.ebrd.com/pages/workingwithus/procurement/notices/csu/contact_sheet.doc.

The expression of interest shall not exceed 25 pages (excluding CVs Consultant Declaration and Contact Sheet).

The complete expression of interest in English (including CVs, Consultant Declaration and Contact Sheet) should be submitted via eSelection to reach EBRD not later than the closing date. The expression of interest shall be one file (pdf). The Bank reserves the right to reject applications of firms submitting more than one file. Only if any limitation on the permissible file size is exceeded, the Consultant may split the expression of interest into further files.

Important Notes:

1. The shortlist criteria are as follows:

(a) Firm’s previous project finance experience within the region, preferably in Jordan (25%)

(b) Firm’s experience with infrastructure transactions that involved private financing in Jordan (15%)

(c) Firm’s experience within the water sector (10%)

(d) CV of Team Leader (30%)

(e) CV of other key experts (20%)

2. Following this invitation for expressions of interest, a shortlist of qualified firms will be formally invited to submit proposals. Consultant selection and contracting will be subject to availability of funding.