-Selection of Transaction Advisor for developing Old Age Homes through
Public Private
Participation on Design, Build, Operate and Transfer (DBOT) basis
THE PROJECT,,,
The Project Site/Sites(s) shall be leased to the developer for the purpose of
development of the Old Age Homes on Public Private Partnership (PPP) basis.
The Concessionaire shall develop the Project and thereafter, operate and maintain
it throughout the Concession Period.
The lease agreement for the Project Site shall be co-terminus with the Concession
Agreement and shall be in accordance with the Concession Agreement and its
Schedules.
The developer shall, inter alia form a Special Purpose Vehicle (the “SPV”)for the
implementation of the Project.
The SPV would enter into the Agreement with the Authority and subsequently
carry out all the responsibilities as agreed with the Authority.
5 hectares of a plot in Sector 40-41, Rohini.
FAR:- 200 at par with studio apartment.
Note: The land would be given to developer on lease basis
Note: Private Player would be allowed to undertake commercial activities
permissible as per Master Plan of Delhi - 2021
Developer’s Scope of Work
I.
II.
III.
The Concessionaire shall Design, Build, Finance, Operate and Maintain an
Old Age Home on the Project Site earmarked for the purpose over the
Concession Period, after which the Facility shall be transferred back to the
Authority.
The Site shall be provided to the Concessionaire on lease, as per the
provisions of the Lease Deed and the Agreement. The Site, along with all
the Project Assets shall be transferred to the Authority at the end of the
Concession Period.
The construction of the facilities will be governed as per the prevailing
Development Control Regulations norms of the area.
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ROLE OF TRANSACTION ADVISOR
The Transaction Advisor shall:
Provide commercial, financial and legal services in support of PPP project
preparation and transactions which shall include but not limited to:
a. carry out pre-feasibility studies;
b. conduct project feasibility studies, assess PPP options,
c. carry out Value for Money (VfM) analysis
d. conduct financial analysis and modeling, and project structuring;
e. prepare bidding documents and draft contracts;
f. carry out the bidding process until signing of the contract with the
prospective private sector proponent or concessionaire and
g. provide advisory services until the financial close of the project or as
& when required
Detail Scope of Work for Transaction Advisor:
Transaction Advisor (TA) is expected to prepare the “Feasibility Report”, detailed
Scope of work, Estimated Project cost, Technical specifications and parameters,
Facilities required e.g., infrastructure, manpower, estimated revenue stream, PPP
structure, execution structure plan/ model, qualification and bidding criteria etc.,
required for bidding of the project. There is no separate technical and/or financial
consultant appointed for the project nor any feasibility study is available. All the
required work for bidding the project and up to selection of private entrepreneur
will be the responsibility of the TA. The detailed activities are:
STAGE I:
1. Detailed Feasibility Reports
2. Market demand assessment for the Project
3. Identification, assessment and provisioning of adequate required physical
infrastructure facilities (Roads, Sewage, Water Supply, Electric supply,
Communication Network, Parking, Shed for labor and other amenities)
including design requirements as per applicable laws/regulatory
framework/policy guidelines
4. Critical analysis and assessment of institutional/in-house capacity for various
activities.
5. Project design, design criteria, broad technical specifications and standards,
execution plan with technical, financial and administrative structure
6. Technical Review/Parameters: The Transaction Advisor will finalize the
technical requirements, specifications and equipment etc. for each of the
proposed facilities/services for the Project leading to: a) finalized technical
specifications and parameters for the core provisions, b) timelines for
implementation c) finalized base costs for each of the Project facility and
overall d) finalize the Model design which may be used for similar type of work
elsewhere e) inputs for operation & maintenance cost over the life of the
facility.
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7. Development of Financial Model: Review the technical model for the Project
and facilities and finalize the total cost for each facility/service and overall
project cost including timelines for implementation and funds flow
requirements. Based on the costs, the Transaction Advisor will develop a
financial model including all assumptions for capital expenditure (CAPEX),
operation and maintenance (O&M) costs with justification (and alternative
revenue generation) projections for the Project/facility. Sensitivities and outputs
(projected project financial statements - balance sheet, cash flow, income statement,
key ratio analysis, Financial Internal Rate of Return (FIRR), Debt Service Coverage
Ratio (DSCR), other ratios) should be developed. The financing plan must include
identified sources of finance available for either direct part funding of capital
expenditures or any other type of support/schemes. The Transaction Advisor will also
factor in the Viability Gap Funding (if any) and a pay-out plan for the VGF.
8. Value for Money (VFM) Analysis: The Transaction Advisor will conduct appropriate
economic cost-benefit analysis to develop a VFM analysis and Project Rationale.
9. PPP Options Development: Based on the Project costs and financial models,
develop PPP structures for each of the facilities, including assessing funding sources
from the government, private sector, etc. A recommended PPP project structure
should be capable of achieving sustainable operational and financial viability. Clear
details of the proposed PPP structure/s should be identified such as concession /
management contract / lease etc. along with a risk assessment matrix and likely
impacts on the Authority such as required funds or other payments. Institutional
requirements for the PPP structures such as the need for a Special Purpose Vehicle,
joint ventures, etc. should be identified.
10. Legal and institutional analysis: The Transaction Advisor will develop policy and
institutional analysis, impacting the selected PPP modality for the Project facilities, and
assist with bid process, project documentation, and evaluation procedures. For the
analysis:
a. conduct a policy and institutional assessment to ascertain the validity and
viability of the proposed PPP structure for the Project and Authority capacities
to manage the Project once operational and recommend required changes and
capacity improvement measures as appropriate;
b. recommend institutional measures to improve the governance of the Project
entity during implementation;
c. develop “bankability” measures for the proposed PPP project structure, such
as fee payment mechanisms, preconditions for a private operator to fulfill in
meeting service obligations, default and risk clauses, and step-in rights of
government; and
d. assist in bid process management through documentation preparation,
including request for qualification, request for proposal, contractual agreements
between Authority and winning bidder, as well as in developing bidder
instructions, bid qualification parameters and bid evaluation criteria, bidding
process schedules, and stakeholder consultations.
11. Bid Process Design and RfQ Development: Bid Process design and the choice
between a single stage process v/s a two stage process will be evaluated and a
suitable design adopted. Post finalization of the same, the Transaction Advisor shall
develop Request for Qualification (RfQ) and present to the concerned authorities for
approval.
12. Environment and Social Safeguards: The Consultant as part of this
assignment is required to specify broad parameters that need to be adhered to
by the Concessionaire during implementation period in the Bid Documents
(DCA).
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13. RfQ development Private sector analysis: The Transaction Advisor will
develop likely qualification criteria for potential private parties and draft a
Request for Qualification document. This document should be discussed with
Authority and Go MP and post approvals launched into the market.
14. Assistance for IIPDF/PPPAC/SLEC approvals: If so desired/required, the
Transaction Advisor will assist the Authority in all meetings with DDA/
government agencies to finalize the documents for submission/approvals.
Deliverables for Stage I:
The Transaction Advisor will have to do the following for each Project:a) Prepare an ‘Inception Report’, laying out the broad parameters, timelines
and approach
b) Finalize a consolidated "Project Report " including technical reviews,
financial model, PPP options, draft RfQ for each of the proposed facilities;
c) Lead discussions with the DDA for formal approvals of above report and for
RfQ launch;
d) Lead Stakeholder consultations;
e) Assist in launch of RfQ in the market and short listing of qualified parties;
and
f) Assist in all matters relating to meetings for approvals etc
STAGE II:
1. Review and Finalize the Financial Model: The Transaction Advisor will assist
in finalizing the financial model developed in Stage-I, in the light of the results
of the market assessment, revised designs/technical review and private sector
inputs.
2. Finalization of Project Structure: The Transaction Advisor, in the light of the
revised financial model and the qualitative and quantitative input received from
the market surveys, present a final Project structure which will be capable of
achieving sustainable operational and financial viability, thereby balancing
Value for Money for the Authority and viability for the private sector. Various
commercial and legal options, (together with the project’s legal specialist as
required), for Project structuring will be examined to recommend a suitable
PPP modality and suitable implementation structure such as concession /
management contract / etc., whether as an Special Purpose Vehicle, joint
venture, etc.; the analysis should include feedback as to the potential
acceptability of the PPP structure from developers and lenders.
3. Financing Plan: The Transaction Advisor will identify and assess all possible
financing options for the assignment in relation to the final Project structure.
Recommendations may be provided on debt equity ratios, loan tenures and
rates, etc. to improve Project viability and attractiveness. The financing plan
must include identified sources of finance available for either direct part funding
of capital expenditures or for any other type of support.
4. Risk Analysis: Risk Matrix on the PPP structure along with suitable mitigation
strategies and risk-sharing arrangements.
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5. Develop PPP Output Parameters: Develop suggested term-sheet for
mobilizing PPP project including all salient features of PPP structure. Termsheet should also include suggested service-level parameters for achievement
under the PPP project.
6. Bid Process Design and Bid Documents: Post finalization of the Project
Structure, the Trsaction Advisor shall develop the contract documents
(Request for Proposal (RfP), Concession Agreement etc.), bid process and
appropriate governance for the Project. The RfP and the Concession
Agreement that are thus required shall be developed and presented to the
concerned authorities for approval.
7. Bid Process Timelines: Finalization of timelines for Bid Process in association with
the Authority.
8. Conducting the Bid Process: The Transaction Advisor will assist with the Bid
process management, including finalization of PPP structure and financial model,
preparation of bid documents and criteria, a Request for Proposal (RfP) launch,
formulation of responses to bidder queries, bid evaluation and recommendations per
criteria in the RfP document, recommending a private developer, contract negotiations
and bid closure which are required to be undertaken, for bringing the Project to a
Technical Close.
9. All other activities as agreed with Authority
Deliverables for Stage II The Transaction Advisor will have to do the following for each
Project:a) Develop a report containing financial model results, final bidding design and
final Project structure for the Project;
b) Finalize Bid Documents including RfP and Draft Concession/Lease
Agreements;
c) Finalize draft project facility memorandum (PIM) for each facility; and
d) Launch RfP (Request for Proposal) document.
e) Assist the Authority with Bid Process Management and award of the Project,
including signing of Concession/Lease Agreement
PAYMENT & FEE STRUCTURE FOR THE TRANSACTION ADVISOR
The project fee shall be payable on a Lump Sum basis:

Lump Sum Fee:
The Lump Sum Fee shall be quoted by the Transaction Advisory and shall be paid on
milestone basis to the Transaction Advisor. The following table details out the payment
structure for the Fixed Fee Payment Terms:
S.
No.
1.
2.
Deliverables
Percentage of payment
Deliverables
Initial Concept Report
Feasibility Report
10%
15%
T+1 Month
T+3 Months
3.
4.
Issue of RFQ
Evaluation of RFQ
Applications
Issue of RFP
document
Evaluation Report
10%
10%
T+4 Months
T+5 Months
10%
T+6 Months
10%
T+8 Months
5.
6.
5
7.
8.
Issue of LoI
Signing of
Concession
Agreement
10%
25%
T+9 Months
T+10 Months
ELGIBILITY CRITERIA & EVALUATION PROCESS
A. ELIGIBILITY CRITERIA
Firms satisfying the following minimum eligibility criteria would be allowed to
participate in the bidding process:
1. Shall be an organization, institution or consulting firm with minimum 5 years
of experience in providing consultancy/transaction advisory services
2. Should have an average turnover of at least INR 25Crore in the last three
years (FY 2011-12, 2012-13, 2013-14)
B. EVALUATION & SELECTION PROCESS
The evaluation of Technical Proposal will be made on the basis of qualification and
experience of the Transaction Advisory firm as well as the project team proposed
by the Transaction Advisor for this assignment.
The Transaction Advisor, who does not possess the required qualifications and
experience, will not be considered for opening of Financial Proposal. Authority
reserves the right to judge, appraise, and reject any or all proposals. The adopted
marking scheme is as follows:
S. No. Criteria
1.
Past Experience of the firm
a. Experience in providing advisory services
for at least 2 (two) old age home project /
social / low income / affordable housing
project out of which at least 1 (one) project
must be successfully closed by the firm.
Marks
20
The Completion certificate must be provided
as documentary proof for the closed
assignment and signed contract/ engagement
document signed by the client must be
provided as documentary proof for ongoing
assignment
b. Experience of PPP Transaction Advisory in 20
any project, of which at least 1 (one) project
must be financially closed by the developer
One financially closed project will make the
bidder eligible for 4 marks. Additional such
Advisory will get the bidder 4 more marks. In
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order to get the full 30 marks the Bidder must
have done 5 such Advisory services.
The Completion certificate must be provided
as documentary proof for the closed
assignment and signed contract/ engagement
document signed by the client must be
provided as documentary proof for ongoing
assignment
2
Financial Strength of the firm
Bidder will get 7 marks for average turnover of Rs. 25
crores in the past three years. 1 mark will be given for
additional Rs. 5 crores turnover. In order to score the
full 10 marks the bidder must have average turnover of
Rs. 40 Crores.
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3
Qualification and Experience of Team Proposed for
the assignment
35
a. Team Leader
One CA or MBA with minimum 10 years work
experience in Project development on PPP basis
including familiarity with project agreements,
tendering arrangements, project structuring, risk
management and successful project
implementation of at least 1old age home advisory
project / social / low income / affordable housing
projects
20
b. Finance Expert
One CA/MBA with minimum 5 years work
experience in Financial Structuring of projects,
Model preparation, Risk analysis of at least 2
projects on PPP
5
c. Contract/Legal Expert
One Law Graduate with minimum 8 years work
experience in Preparation of Contracts documents,
Contract negotiation and successful project closure
of at least 2 PPP projects
5
d. Bid Process Management Expert
One Post Graduate with minimum 8 years
work experience in bid process management
for at least 5 projects on PPP
Methodology & Work Plan proposed
5 marks will be allotted for the understanding of
the Department, 5 marks for the understanding of
the sector, 5 marks for the methodology and work
plan.
5
4.
7
15
Total technical score
100
In order to qualify technically, the bidder must score 80 marks. Top 3 technical
bidders will be considered for opening of the financial bid.
C. EVALUATION OF FINANCIAL PROPOSAL
The financial quote will be in form of success fee quoted for the assignment.
The ratio of Technical and Financial score will be 80:20. The bidder who gets the
maximum marks will be selected as the Transaction Advisor.
The quoted fee shall include all applicable taxes, expenses, whatsoever, such as
legal fees and all out of pocket expenses etc. to be incurred by the Transaction
Advisor to complete the assignment.
D. The Technical and Financial Bids shall be submitted separately in sealed
envelopes and submitted to the Office of Pr. Commissioner (LD), 1st Floor,
D-Block, Vikas Sadan, INA, New Delhi upto 3.00 PM on _____________.
The Technical Bids will be opened in the Conference Hall of Pr.
Commissioner (LD), D-Block, 1st Floor, Vikas Sadan, INA, New Delhi at
3.30 PM on the same day.
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