Draft terms of Reference for appointment of a consultant for the development of Alappuzha port in Kerala

1. Introduction

A Detailed Project Report (DPR) has been prepared by L&T Ramboll for the

development of Alappuzha port in Kerala as a Marina cum Cargo harbour. It is

proposed to undertake the development of the port by making suitable phasing of the

project report with a view to identify suitable investor/developers to join hands with

the Government in the development of a Marina and a cargo harbour

Alappuzha port

The existing port at Alappuzha is an open lighterage port without breakwaters. The

cargo operation in this port was carried out using lighters in the past. For the last few

years there has been no cargo operation. Now it has been decided to develop a Marina

and a Commercial cargo port to take advantage of the spurt in tourism activities in the

state as well as cargon operations.M/s L&T Ramboll Consulting Engineers India

Ltd.has prepared a project report for developing the port on the above lines.

2. Objective of the assignment

The objective of the assignment is to engage a consultant who will be associated with

the project to develop the port at Alappuzha in Kerala through Public Private

Participation (PPP). The assignment is to facilitate the development of the existing

port of Alappuzha as a Marina and a Cargo harbour The consultant is required to

conduct a reviewing and updating of the project report prepared by L&T Ramboll for

developing the Alappuzha port and suggest phasing and any changes if required.

The consultant shall prepare revised cost estimates, financial structuring of the

project, assist the Government of Kerala (GoK) in selecting a developer for the

project and provide assistance towards the Technical and Financial closure of the

project.

The consultant shall conduct a reviewing and updating of the project report by L&T

Ramboll and make suggestions/changes so as to develop the Marina and a Cargo

harbour project.The consultant should submit separate DPR for the development of

Marina and Cargo harbour.

Scope of the assignment

The broad scope of work shall cover the following activities, phased in to 3 distinct

components.

1. Detailed reviewing and updating of the project report prepared by L&T

Ramboll and suggest phasing and changes if any required and financial

structuring of the project.

2. Selection of Developer for the project

3. Assistance towards Technical and Financial closure and until commencement

of commercial Marina/ Cargo port operation.

An outline of works under each component is given below. The consultant is expected to adequately detail these activities/components as part of their Technical Proposal. The consultant is also free to suggest any alternatives/changes to meet the objectives better, provided that such deviations are properly justified and implemented in an optimal manner.

Component I – Auditing and financial structuring of project report prepared by

L&T Ramboll

I-Marina

a) Technical

Conducting a detailed reviewing and updating of the project report prepared

by L&T Ramboll and suggest any changes of required and carry out the

modification after approved by Government.

Suggest measures to develop areas from Thykkal to Thottappally as tourism

zone along with the Marina project

Determine the extent of land required for the project including reclamation if

any required. Demarcate areas proposed for Marina and Cargo harbour in

Master Plan

Feasibility of constructing a submerged breakwater for creating a calm basin

for the Marina may be established after detailed technical studies including

necessary Model studies.

Determine and fix levels to which capital and maintenance dredging is

required with a detailed dredging plan after conducting a Model study based

on littoral drift, wave coastline characteristic etc.

Prospects of linking Marina with backwater tourism

Details of firefighting, sanitary arrangements, water and waste water

management and obtaining of all necessary clearances from relevant

authorities in this regard

Examining the prospects of developing coastal shipping through Alleppey

port

Preparation of proper security plan under ISPS code.

b) Financial

Revised cost estimation for Marina and port both capital and operation

maintenance.

Suggest methods by which Port land can be optimally used for the project (ie

as Government equity, On lease etc)

Fixation of tariffs structure and revenue estimate

Economic and financial analysis

Project structuring option along with recommendation.The Consuiltant shall

all possible option of Ownership which can be adopted.

Project implementation methodology and time schedule

Recommendation on the structure of Special Purpose Company (SPC)

Funding options/arrangements for the project and identify the resource for

meeting the project.

Evaluate the possibility for establishing alternate source of revenue like

commercial complexes, SEZ etc.

II-Cargo harbour

a) Technical

Study the development of the existing port for maximum viable draft after

conducting detailed technical

Study different parameters / condition like marine, meteorological, hydrographic, morphological, hydrological, geotechnical, topographical etc and suggest proposal for improvement.

Methodology for developing the port and back up area for storage and development of ancillary facilities.

Examine and established the existing and potential hinterland

Availability of rail, road and inland water connectivity with respect to mainland and requirement for development of other infrastructure facilities

Traffic analysis including traffic forecast for 20 years after assessing the market potential

Detailed geo-hydro-morpho & meteorological investigations followed by technical analysis to develop the port.

Based on trends in the global and Indian shipping, determination of the profile of ships likely to call at the port in respect of the types of cargo to be handled.

Determine and fix levels to which capital and maintenance dredging is required, based on ship sizes likely to call at the port. Determine exclusive berth location for state-of-art cargo including hazardous cargo and container handling facilities

Environmental analysis including EIA and EMP studies and suggest required mitigation measures

Detailed port planning and selecting a layout most suitable from the point of operational convenience, economic capital and maintenance cost, environmental consideration and prospective future expansion

Details of Navigational Aids and port crafts required. Details of fire fighting, sanitary arrangement, water and waste water management.

Collect data available with the Port and Harbour Engineering Department,

Government of Kerala(GoK) the details of which would be provided by

the Director of Ports upon execution

Preparation of proper security plan under ISPS code.

Development Plans

Port and berth layout plan(s)

- Approach channel and its alignment

- Current/wave conditions at port entrance

- Existing breakwater protection and need for extension

- Berth orientation

- Berth dimension

- Tug and other floating craft required for berthing/un-

berthing of vessels

- Turning Circle in the basin

- Navigational requirements

- Inland waterway connectivity

On shore layout

- Identify area requirements also to suggest rehabilitation

proposals if necessary.

- Identify services/facilities required/equipments required

- Establish type of handling equipment for

loading/unloading and cargo movement from berth to

storage area

- Road/rail connection within the port premises

- Establish connectivity with the mainland

Utilities/Pollution Control

- Requirement of water, electricity and effluent disposal

system and other utilities

- Requirement of sewage/effluent disposal from ships and

treatment for pollution control

- To conduct detailed Environmental Impact Assessment

and suggest suitable mitigation measures.

Operational Requirement

- The Information Technology and communication –

position fixing system requirement in the operation and

management of state-of-art port including VTMS

surveillance

Clearances

- List out environmental clearances required

- List of other clearances required.

b. Financial

Prepare cost estimates based on the detailed project designs and shall be based

on market prices.

a) Capital costs (in phases)

Marine works – Channel, buoys, dredging of approach channel and Dock

Basin

Port works - Breakwaters/Extension, if required

Quay structures – Evaluate alternative structures, as applicable

On shore development – Storage, utilities, services, roads, hinterland

connection

Operational facilities - Offices including IT and communication position

fixing requirement & VTMS surveillance

Equipment - Marine: pilot boats, tugs, and other craft

-Terminal: Cargo Handling/Transfer/Stacking equipment

b) Operation / maintenance costs

Management, labour, fuel, utilities / services, maintenance of structures,

equipment and craft including maintenance dredging

c) Viability Analysis of the project including Sensitivity analysis

Fixation of tariff structure and revenue estimates

Economic impact and financial analysis of the project

Project structuring options along with recommendations

Project implementation methodology (Phasing) and time schedule

Risk analysis and mitigation measures

d) Examination of possible project implementation formats (BOT, BOOT, BOLT,

BOST etc) and recommending an appropriate one.

e) Assess the legal frame work governing the implementation of the project on a

commercial format, which may be required. The study shall address the legal

frame work at the centre and state levels.

f) Funding options/Arrangements for the entire project and to identify the resources

for meeting the project cost.

3.2 Component II - Selection of Developer for the project

After approval of the DFR, which covers the technical and financial aspects, by

the Competent Authority, the consultant shall:

Prepare a project information memorandum which would be required for

prospective investors to express interest in the project

Assist the Government of Kerala in marketing the bid to domestic and

international Ports operators / developers / investors and developing suitable

strategy to invite Global tenders

Assist the Government of Kerala in inviting Expression of Interest from

prospective bidders by providing necessary inputs

Assist Government of Kerala in conducting investors meet to promote interest

among investors.

Assist Government of Kerala to short list candidates by evolving suitable

criteria to evaluate the Expression of Interest received.

Prepare Request for Proposal (RFP) document

Assist the Government of Kerala in fixing criteria for evaluating the bids

Assist in Evaluation of bids (technical and financial)

To provide clarifications / answers to queries raised by the bidders in respect of

the bid documents raised and provide related assistance during

bidding/selection process.

Assist Government of Kerala in evaluating deviations made by bidders in

technical proposal including cost evaluation

Make presentations to prospective investors bidders or any other Committees as

directed by Government of Kerala to convince and clarify them regarding

marketability / viability of the project

To give necessary assistance to Government of Kerala in selecting the developer

Prepare draft concession agreement to be executed between Government of

Kerala and the preferred developer.

3.3 Component III Assistance towards technical and financial closure and until

commencement of commercial port operation

Assist GoK in sorting out any technical, financial, environmental and social issues in the advanced development phase

Assist GoK in discussions with the preferred bidder to finalise all aspects that are necessary to bring the project to a technical and financial closure

Overall Supervision of the project on behalf of GoK including periodic site inspection

Monitoring of the project implementation schedule and submission of monthly progress report to GoK

Taking all steps necessary to expedite the work with the approval of GoK

Reporting of any changes/deviations made by the developer from the Master plan/Concession agreement originally agreed to by GoK

Assisting the GoK in taking decisions on any technical problem that may arise during execution of work

Preparation of draft plan on the structure and functioning of SPC .The Consultant while recommending the structure of SPC, shall suggest the extent of contribution of GoK and the Operator towards SPC

Act on behalf of GoK to obtain speedy clearance from various agencies that may become necessary for the commencement of commercial operation

4. Requirements for Submission of Proposals

4.1 The proposal shall contain detailed information about the Consultant / firm and the team proposed to be deployed for the assignment along with the technical and professional qualification, experience of personnel’s; in the consultancy/ project management for similar projects.

5. Preparation of Proposal

5.1 Bidders shall submit their proposal with a covering letter enclosing the following labeled appendices:

Appendix-A Certificate of Authority to sign the proposal

Appendix-B Technical Proposal

Appendix-C Financial (Price) Proposal (One copy only, in a separate sealed envelope)

6. Submission of Proposal

6.1 The Technical and Financial proposals must be submitted simultaneously but in separate sealed envelopes so as to reach in the the office of the Directorate of Ports office not later than 1500hrs. IST on 12th November 2007. Both inner sealed envelopes shall indicate the name and address of the bidder. The first inner envelope shall contain the bidder’s technical proposal duly identified as technical proposal and marked “Original” and “Copy”. The second inner envelope shall include the financial proposal duly identified as such. Proposal where Financial proposal not received in separate sealed envelope will not be considered. If the envelopes are not sealed and marked as instructed, the Port Department, Government of Kerala will assume no responsibility for misplacement or pre-mature opening of the proposals submitted.

6.2 Technical Proposal duly identified as such must be submitted in one Original, clearly marked as such, with three (3) additional copies. The Technical proposal (both Original and Copies) must be sealed in a specially marked envelope/package, marked “Technical Proposal - For Appointment of Consultant for development of Alappuzha Port in Kerala”.

6.3 Financial Proposal must be submitted in one separately sealed envelope, marked “Financial Proposal - For Appointment of Consultant for development of Alappuzha Port in Kerala”.

6.4 The Technical Proposal, Financial Proposal and Certificate of Authority to Sign the Proposals duly sealed along with the Covering Letter should be put in a specially marked envelope/package, marked “Appointment of Consultant for development of Alappuzhal Port in Kerala” and should be addressed as follows for mailing:

The Director of Ports,Directorate of Ports,5th Floor, New Corporation Building,Vikas Bhavan P.O.,Thiruvananthapuram – 695 033.KERALA.

7. Amendment of Bid Documents

In order to afford prospective bidders reasonable time in which to take the amendments, if any, into account in preparing their offers, the Director of Ports on behalf of the Government of Kerala may, at his discretion, extend the deadline for submission of offers.

8. Deadline for Submission of Proposals

8.1 The Director of Ports, Government of Kerala must receive the proposals not later than 1500 hrs (IST) on 12th November. No response for extension of the deadline shall be entertained. If the date of submission of the Proposals is declared a public holiday, the proposal may be delivered upto 1500 hrs on next working day.

8.2 The “Certificate of Authority to sign proposals” attached must be executed by a representative of the bidder, who is duly authorized to execute contracts and bind the Bidder. Signature on the Certificate represents that the bidder has read this document, understands it and agrees to be bound by its terms and conditions. The Bidder’s proposal with any subsequent modifications and counter-proposals, if applicable, become an integral part of any resulting contract.

8.3 The bids will be opened on 1600hrs on the last date of receipt of proposals as mentioned in 8.1 above, in the presence of the bidders, who wish to be present, at the Directorate of Ports, Thiruvananthapuram, India by a Committee constituted for this purpose.

9. Eligibility Criteria

9.1 For the purpose of qualification, the bidder should satisfy the following minimum eligibility criteria and submit the supporting documents:

The bidder should have undertaken similar consultancy project in port sector as lead consultant, of which at least one project worth of not less than Rs. 250 crores (US $ 55 million) has been successfully implemented during the last 5 years.

10. Selection and Evaluation Criteria

The bidding process will be based on two cover system viz. Technical cover and Price cover. The technical proposals shall be examined by a Committee to be constituted by the Government of Kerala to determine whether the proposals received are complete as indicated in Para 6 - Submission of Proposal.

10.1 Technical Proposal

10.1.1 Bidders meeting the eligibility criteria are required to submit details of experience in the subject work including names of resource persons/experts with durations proposed to be deployed for the assignment together with their qualification and experience and concept plan & methodology proposed to be followed for carrying out the said assignment. Bidders may be called upon to make a presentation of their proposals, at their own cost, to the Evaluation Committee appointed by the Government of Kerala, which will carry out the technical evaluation applying the criteria and points rating as listed in the table below:

Parameter Maximum Total Technical ScoreExperience of the firm/bidder 30Team Composition(Experience of team leader and other members of team)

40

Project concept 30Total Technical Score 100

10.1.2 On each of these parameters, the bidder would be required to achieve a minimum 60% of the Technical score assigned to that parameter.

10.1.3 The maximum achievable total Technical Score for any bidder would be 100.

10.2 Experience

10.2.1 Bidders should indicate the number of completed projects, including the name of the port / party for whom the assignment has been carried out.

10.2.2 Bidder’s experience in respect of this criterion should be supported by documentary evidence in the form of certificate from the client, clearly stipulating the services rendered by the Consultant. Alternatively, copies of the contracts awarded by the client could also be submitted provided the contract clearly specifies the scope of work of the Consultant. Copy of the evidences should be in English or supported by way of authenticated English translation.

10.2.3 Evaluation Committee of the Government of Kerala would evaluate the experience of each firm/bidder in respect of eligible projects and assign score on its evaluation.

10.3 Team Composition

10.3.1 Bidders would need to provide details of the experts proposed to be deployed together with the time / duration for each phase of the proposed assignment

10.3.2 The Curriculum Vitae (CV) of each expert proposed to be deployed for

the assignment may be given along with the duration proposed for this assignment.

10.3.3 Evaluation Committee of the Government of Kerala would evaluate each member proposed to be associated based on their qualifications, experience, duration, etc., and assign score for every bidder based on its evaluation.

10.4 Project concept

10.4.1 The bidders are required to furnish the following details as part of their technical bid for the project:

Understanding of the Terms of Reference of the assignment; Recommended approach; Proposed methodology; and Work Plan

10.4.2 Evaluation Committee of the Government of Kerala would evaluate each item of project concept indicated above and assign appropriate score to every bidder based on its evaluation.

10.5 Total Technical Score

The total Technical Score of any bidder would be an arithmetic sum of scores obtained by the bidder for each of the parameter indicated above viz. experience, team composition and concept plan & methodology.

10.6 Financial Proposal

10.6.1 The successful bidder will be paid a fee which will consist of two components namely, a lump sum amount and a certain percentage of the project cost as success fee. The lump sum amount shall be payable towards feasibility study and preparation of DFR. The successful bidder shall be paid 1% of the estimated cost of the project (arrived at the stage of technical closure) as success fee which will be released as per the schedule described in papa 14.2.This success fee shall be paid by the

Special Purpose Company in which the developer shall hold them majority shares. In the Financial proposal, the bidders are required to indicate their lump sum fees inclusive of all taxes, duties and other out-of-pocket expenses for undertaking the assignment. In case the bidder fails to associate with the project during the Technical and Financial Closure and until commencement of commercial port operation or the project does not fructify, he will not be entitled to receive the success fee, as indicated above or any compensation whatsoever.

10.6.2 The lump sum fee shall be quoted in Indian Rupee only.

10.6.3 Price bids will be opened for bidders who have obtained a minimum score of 70% in the technical evaluation.

10.6.4 The award of contract shall be given to the bidder quoting lowest lump sum fee amongst technically accepted proposals.

11. Award Criteria

11.1 Award of the contract shall be given to the lowest financial offer amongst technically accepted proposals. The award will be in effect only after acceptance by the selected bidder of the terms and conditions and final statement of works. The successful bidder will be required to give an undertaking in writing that all Experts will be available for the entire term of the assignment.

11.2 Director of Ports, Government of Kerala, however, reserves the right to reject any or all the offers received.

11.3 Selected bidder is expected to commence implementation of the project within 15 days from the award date.

11.4 Proposed award schedule

Bid release Base date

Clarification requests 2 weeks from base date

Proposals due 5 weeks from base date

Proposed award date 10 weeks from base date

12. Deliverables

12.1 Time is the essence of this consultancy assignment. The consultant shall adhere to the following time schedules (mile stones) with respect the date of execution of the agreement for this assignment. The table also shows the schedules proposed to be adhered by Government of Kerala.

Sl.No. Milestone Schedule

1 Inception report Within 2 weeks of agreement

2 Monthly reports -------------------------

3 Submission of Draft DFR Within 14 weeks of agreement

4 Submission of Final DFR Within 16 weeks of agreement

5 Approval of DFR (GoK) 4 weeks

6 Preparation of RFP documents upon approval of DFR

4 weeks

7 Approval of RFP documents (GoK)

4 weeks

8 Receipt of tenders 12 weeks

9 Evaluation of tenders (upon receipt)

4 weeks

10 Selection of developer 4 weeks

12.2 In the event of any delay from the part of consultant in adhering to their milestones

without any valid reasons, they shall be liable for penalty charges @ INR 25000 per

day.The total penalty payable shall be limited to 10% of the total amount payable to the

Consultant.

13. Final Outputs to be supplied by Consultant

The Consultant shall submit six copies of the reports in English. All reports shall

also be given as an electronic (soft) copy including text, spreadsheets, designs and

drawings. All reports submitted by the Consultant will be the property of GoK. The

Consultant will not have the right to disclose any information pertaining to the project.

The overall responsibility for the quality of the assignment will rest with the Consultant.

14. Payment of Fees

14.1 The bidder for the subject assignment shall be paid a lump sum fee, which

shall be inclusive of professional fee including taxes, levies, duties and

out-of-pocket expenses like travel cost, lodging and boarding, etc. In

addition, he will be entitled to success fee, as indicated above. The

maximum amount of out-of-pocket expenses required for travel, lodging

boarding etc to be mentioned as a lump sum in the offer. In case the travel

cost, boarding and lodging etc are indicated on a per trip basis, the

maximum number of visits required will have to be indicated

14.2 The payment Schedule shall be as under:

(i) On signing of agreement --- (ii) On submission of inception report - 10 %(iii) On submission of draft DFR - 20 %(iv) On approval of final DFR - 20 %(v) On approval of RFP documents - 20 %(vi) Upon evaluation of tenders 20 %(vii) On successful selection of a developer - 10 %

14.3 Release of success fee shall be as follows:

Sl.No Milestones % of Success fee Payable

(i) On signing of the agreement between government and the developer

10%

(ii) On the project (1” Phase) achieving financial closure

10%

(iii) On commencement of construction after getting all clearances including the MoEF (GoI) Clearance

20%

(iv) On completion of 25% (by value) of the work 10%

(v) On completion of 50% (by value) of the work 10%

(vi) On completion of 75% (by value) of the work 10%

(vii) Commencement of commercial operations 30%

Total 100 %

The bidder/developer is liable to pay the success fee as per the milestones referred above and should produce a bank guarantee equivalent to the outstanding installment of success fee due to the consultant

15. Termination

In case of non-performance, Director of Ports, Government of Kerala may terminate the contract and re-arrange the work at the risk and cost of the original contracting Firm.

16. Confidentiality

The deliverables, reports and other works of the Consultant for this assignment including all studies and other materials, contributions shall be the property of the Director of Ports, Government of Kerala. The Consultant will not have any right on such materials including data. The Consultant shall keep all work and services carried out for this assignment entirely confidential and not use, publish or make known, without the written approval of the Director of Ports, Government of Kerala. However, the foregoing obligations of confidentiality and secrecy and non-use shall not apply to any information that was in Consultant’s possession prior to commencement of work or which is or shall become available to the public in the form of printed information.