IFCI LIMITED REQUEST FOR PROPOSAL For appointment of an independent consultant for estimation of tollable traffic and valuation of the equity shares of Jaora Nayagaon Toll Road Co. Pvt. Ltd. 20 June 2014 RFP No. IFCI/PDG/2014-15/01 RFP No. IFCI/PDG/2014-15/01 1. PURPOSE IFCI Limited (IFCI) proposes to engage the services of an independent consultant to carry out (i) Estimation of tollable traffic and (ii) Valuation of the equity shares of Jaora Nayagaon Toll Road Company Private Limited (JTCL), a company in which IFCI holds 26% of the equity shares. 2. ABOUT THE PROJECT Madhya Pradesh Road Development Corporation (MPRDC) awarded the Project of four laning of Jaora – Nayagaon Section of State Highway 31 in the State of Madhya Pradesh to M/S Jaora – Nayagaon Toll Road Company Pvt. Ltd. (JTCL) on BOT basis in August 2007. The project has a Concession Period of 25 years (Till August 2032). The Project Road passes through three districts of Madhya Pradesh State, namely, Ratlam, Mandsaur and Neemach. It starts at Jaora at km 125.00 and ends at Nayagaon at MP/Rajasthan border at km 252.7. The project road has three homogeneous sections (i) Jaora to Mandsaur, (ii) Mandsaur to Neemuch and (iii) Neemuch to Nayagaon. There are three existing toll plazas on the Project Road section at km 149, km 194 and km 251. All three sections of the road were commissioned by February 2012. 3. MINIMUM ELIGIBILITY 1. The Applicant shall be a sole firm/ company or a consortium of firms / companies (in the case of a consortium, the terms and conditions associated with award of this assignment shall be jointly and severally binding on all members of the consortium); 2. The Applicant should have carried out at least 2 assignments each in (i) Estimation of Tollable Traffic and (ii) Valuation of the equity of road concession projects through various valuation techniques, including Discounted Cash Flow Method. The cost of projects for which the aforesaid assignments have been carried out shall be at least Rs. 200.00 crore each; 3. The Applicant should satisfy IFCI that it has the required capacity and manpower and undertakes that it can complete the awarded assignment of valuation within 45 days from the date of appointment; 4. One Applicant can submit only a single bid and cannot be a constituent to any other bid; 5. There shall be no complaint registered against the applicant with CBI, Serious Fraud Investigation Cell and court(s) and/or it should not be blacklisted by Banks/ NBFCs/ FIs etc. Page 2 of 13 RFP No. IFCI/PDG/2014-15/01 If at any time, any adverse observation comes to the notice of IFCI, the assignment shall be cancelled with immediate effect. 6. The Applicant shall not be directly or indirectly related to JTCL or any of the shareholders of JTCL (except IFCI) by virtue of shareholding, common directors, control, influence, etc. 4. BID SECUIRTY AND PERFORMANCE SECURITY The Applicant will need to submit a Bid Security of Rs. 25,000 (Rupees Twenty five thousand only) in the form of demand draft in favour of IFCI Limited, payable at New Delhi. The Bid Secuirty shall be refunded to the unsuccessful bidders within two weeks of the date of opening of the bids. For a successful bidder, the same shall be converted into Performance Security and will be refunded after completion of the assignment to the satisfaction of IFCI. 5. LAST DATE FOR SUBMISSION OF BIDS The interested Applicants may submit their Bids positively by 15:00 hours on or 04 July 2014. 6. UNCONDITIONALITY OF BIDS The Bid should be unconditional otherwise it would be liable for rejection. 7. BID SUBMISSION GUIDELINES The Bid should be submitted in a sealed cover and should contain (i) Application Letter as per Annexure I, (ii) Sealed envelope (Envelope A) containing Technical Bid as per Annexure II along with supporting documents detailed below and (iii) Sealed envelope (Envelope B) containing Financial Bids as per Annexure III. 7.1 TECHNICAL BID The Technical Bid as per Annexure II shall be submitted in a sealed envelope. The following documents must be submitted along with the technical bid. 1. Firm registration certificate/constitutional document, as applicable. 2. Documentary proof of have carried out at least 2 assignments each in (i) Estimation of Tollable Traffic and (ii) Valuation of the equity shares of Road projects using various valuation techniques, including Discounted Cash Flow Method. The cost of projects for which the aforesaid assignments have been carried out shall be at least Rs. 200.00 crore each. Page 3 of 13 RFP No. IFCI/PDG/2014-15/01 3. Qualification and experience of the team which will be working on IFCI’s assignment along with the plan for completing the assignment within a period of 45 days. 4. Bid Security in the form of demand draft for Rs. 25,000 (Rupees Twenty five thousand only) in favour of IFCI Limited, payable at New Delhi. 5. Details of the pending litigation and contingent liabilities, if any, that could affect the performance of the bidder under the mandate, as also details of any past conviction and pending litigation against sponsors/ partners and any areas of possible conflicts of interest. 6. Undertaking by the Applicant that it is not directly or indirectly related to JTCL or any of the shareholders of JTCL (except IFCI) by virtue of shareholding, common directors, control, influence, etc. 7.2 FINANCIAL BID The Applicants are required to submit the sealed Financial Bids incorporating the Lump-sum Fee chargeable (including expected out of pocket expenses and gross of all applicable taxes). 7.3 ADDRESS FOR SUBMISSION General Manager, Project Development Group, 16th Floor, IFCI Tower, 61 Nehru Place, New Delhi – 110019. For any clarification, applicants may contact at phone No. : 011-41732529 Email: [email protected] 8. OPENING OF BIDS AND BID EVALUATION CRITERIA 1. The opening of bids shall take place on 04 July 2014 at 16:00 hours IST in the presence of Applicants who shall choose to be present at 2nd Floor, IFCI Tower, 61 Nehru Place, New Delhi - 110019. 2. The Technical Bids shall be evaluated on the basis of details provided in Envelope A. The Financial Bids will be evaluated for only those parties who fulfill the minimum eligibility criteria stated in Clause 3. Financial bids of only technically qualified Applicants shall be opened and the Applicants quoting the lowest financial bid (L1) for the assignment shall be preferred for negotiations and award of contract. 3. Any bid not meeting the Minimum Eligibility Criteria (Clause 3), Last Date of Submission of Bids (Clause 5), Unconditionality of Bids (Clause 6), Bid Submission Guidelines (Clause 7) would be liable for rejection. Page 4 of 13 RFP No. IFCI/PDG/2014-15/01 9. LETTER OF AWARD The selected Applicant shall be issued a Letter of Award (LOA) after completion of the bid evaluation and selection process. 10. PAYMENT SCHEDULE The payment schedule for the lump sum fees quoted shall be as under: S. No. Description of Deliverables Payment 1. Initiation Fee 10% 2. Submission of Draft Traffic Estimation and Valuation Report 40% 3. Acceptance of Report after presentation on Report 50% 11. ESTIMATION OF TOLLABLE TRAFFIC 11.1 SCOPE OF WORK FOR ESTIMATION OF TOLLABLE TRAFFIC The applicant shall carry out 7 day classified volume counts and 1 day Origin-Destination survey. The following scope of work should be given due consideration while undertaking the estimation of tollable traffic. 1. The Classified traffic volume counts shall be carried out round the clock for 7 continuous days at all three toll plazas of JTCL in three shifts under the supervision of a supervisor. A total of 4 enumerators shall carry out the classified volume count per shift (two for each direction) at each plaza. 2. The Classified traffic volume counts shall be analyzed in terms of vehicle categories as well as the equivalent Passenger Car Unit (PCU). The analysis shall also include vehicle exemptions and use of passes. 3. The Traffic count data would be analyzed to depict hourly and daily variations. The abstract of traffic data should also be provided for each toll plaza. Additionally, historic toll collection data (as provided by IFCI) must be analyzed to depict seasonal variations. 4. The applicant shall carry out 1-day (24 hour, both directions) O-D and Commodity Movement Survey. The locations of the O-D survey and Commodity Movement surveys shall normally be same as for the classified traffic count. Page 5 of 13 RFP No. IFCI/PDG/2014-15/01 5. The O-D survey shall be carried out round the clock at each plaza in three shifts under the supervision of a supervisor. A total of 4 enumerators shall carry out the O-D survey per shift (two for each direction) at each plaza. The applicant shall adopt interview method for conducting O-D survey on a random sampling basis in both directions at each plaza. 6. The location of origin and destination zones shall be determined in relation to each individual plaza and the possibility of traffic diversion to and from the Project Road from/to other road routes (existing and/or proposed) shall be ascertained. 7. The commodity movement data and the O-D data should be duly taken into consideration while making the traffic estimates. 8. The applicant shall make an assessment of the traffic forecasts for the Project road for the period from 01 April 2014 up to the end of the Concession Period based on analysis of traffic counts, trend growth and growth in the influence area of the Project road, in relation to past trends, with justification for future variation. The assessment/forecast shall be for various classes of vehicles. While assessing the traffic demand the consultant shall also study & analyze the socio-economic factors that would affect the Project road. 11.2 DELIVERABLES FOR ESTIMATION OF TOLLABLE TRAFFIC A report to IFCI (in physical printed form signed by the consultant along with a soft copy in PDF format and Microsoft Word DOCX format) containing the following sections: 1. Baseline traffic characteristics. 2. Details of the name of the persons, qualification and period devoted to the classified traffic volume counts and O-D study (including details of enumerators and supervisors). 3. Detailed approach and methodology. 4. Detailed estimation of tollable traffic for the Project road for the period from 01 April 2014 up to the end of the Concession Period. 5. Observations as per scope of the work. The applicant shall also submit a spreadsheet model (in Microsoft Excel XLSX format) with assumptions and calculations used to arrive at the traffic forecasts. Page 6 of 13 RFP No. IFCI/PDG/2014-15/01 12. Valuation of the Equity Shares of JTCL The following scope of work should be given due consideration while carrying out the valuation of the equity shares of JTCL. 1. The methodology used for valuation should include but is not limited to (i) Discounted Cash Flow, (ii) Transaction Multiple Method. If the applicant, in its professional opinion believes that other methods of valuation may be appropriate, he may also include these methods in addition to those required, providing a justification for using the method. 2. Financial projections shall be prepared by the consultant. All assumptions made shall be supported by adequate justification and must be in alignment with the provisions of the Concession Agreement. 3. The financial projections must take into consideration dues to EPC contractors and others, if any, whether they are already booked or are contingent. The financial projections must also consider payment of premium to MPRDC, payment of interest, repayment of loans as per contractual provisions. 4. All assumptions made shall be supported by adequate justification and must be in alignment with the provisions of the Concession Agreement. 5. The financial projections must make adequate provisions for maintenance of the road as per the Concession Agreement and best industry practices. 6. The commodity movement data and the O-D data should be duly taken into consideration while making the traffic and revenue estimates. 7. The applicant shall justify the discount rate used to arrive at the valuation of the equity shares of the company. 8. The applicant shall also provide detailed sensitivity analysis, indicating change in valuation for changes in interest rate, traffic growth rate and any other major parameters that can affect the valuation. 12.1 DELIVERABLES FOR VALUATION OF EQUITY SHARES OF JTCL A report to IFCI (in physical printed form signed by the applicant along with a soft copy in PDF format and Microsoft Word DOCX format) containing the following sections: 1. Valuation of arrived at based on various methodologies. 2. Detailed approach and methodology. Page 7 of 13 RFP No. IFCI/PDG/2014-15/01 3. Final value for the equity shares of JTCL based on assignment of weights to various methodologies as deemed appropriated by the Applicant in his professional opinion. 4. Details of the name of the persons, qualification and period devoted to the classified traffic volume counts and O-D study (including details of enumerators and supervisors). 5. Other heads under scope of the work. The applicant shall also submit a spreadsheet model (in Microsoft Excel XLSX format) with assumptions, underlying workings of assumptions and calculations used to arrive at the valuation of the equity shares of JTCL. 13. CONFLICT OF INTEREST 1. The Bidder shall not have a conflict of interest that may affect the Selection Process or this Assignment (the “Conflict of Interest”). Any Bidder found to have a Conflict of Interest shall be disqualified at any point of time. In the event of disqualification, IFCI shall forfeit and appropriate the Performance Security for, inter alia, the time, cost and effort of IFCI including consideration of such Applicant’s Proposal, without prejudice to any other right or remedy that may be available to IFCI hereunder or otherwise. 2. IFCI requires that the Consultant provides professional, objective, and impartial advice and at all times holds IFCI’s interests paramount, avoid conflicts with other assignments or its own interests, and act without any consideration for future work. The Applicant shall not accept or engage in any assignment that would be in conflict with its prior or current obligations to other clients, or that may place it in a position of not being able to carry out the assignment in the best interests of IFCI. 14. OTHER TERMS AND CONDITIONS 1. All the information/details are to be supported by authentic documents duly certified by the authorized signatory. 2. The Selection Process shall be governed by, and construed in accordance with, the laws of India and the Courts at Delhi shall have exclusive jurisdiction over all disputes arising under, pursuant to and/or in connection with the Selection Process. 3. IFCI, in its sole discretion and without incurring any obligation or liability, reserves the right, at any time, to: a. suspend and/or cancel the Selection Process and/or amend and/or supplement the Selection Process or modify the dates or other terms and conditions relating thereto; Page 8 of 13 RFP No. IFCI/PDG/2014-15/01 b. consult with any Applicant in order to receive clarification or further information; c. retain any information and/or evidence submitted to IFCI by, on behalf of and/or in relation to any Applicant; and/or d. independently verify, disqualify, reject and/or accept any and all submissions or other information and/or evidence submitted by or on behalf of any Applicant. 4. It shall be deemed that by submitting the Proposal, the Applicant agrees and releases IFCI, its employees, agents and advisers, irrevocably, unconditionally, fully and finally from any and all liability for claims, losses, damages, costs, expenses or liabilities in any way related to or arising from the exercise of any rights and/or performance of any obligations hereunder, pursuant hereto and/or in connection herewith and waives any and all rights and/or claims it may have in this respect, whether actual or contingent, whether present or future. 5. All documents and other information supplied by IFCI or submitted by an Applicant shall remain or become, as the case may be, the property of IFCI. IFCI will not return any submissions made hereunder. Applicants are required to treat all such documents and information as strictly confidential. 6. IFCI reserves the right to make inquiries with any of the clients listed by the Applicants in their previous experience record. Page 9 of 13 RFP No. IFCI/PDG/2014-15/01 15. ANNEXURE I APPLICATION LETTER (On the letter head of the Applicant) Date: To, General Manager, Project Development Group, IFCI Tower, 61 Nehru Place, New Delhi - 110019 Phone: 011-4173 2565 / 29 Sub: Estimation of tollable traffic and valuation of equity shares of Jaora Nayagon Toll Road Company Pvt. Ltd. Sir, Being duly authorized to represent and act on behalf of ………….(hereinafter referred to as “the Applicant”), and having reviewed and fully understood all of the requirements of the Request for Proposal (RFP) and information provided, the undersigned hereby apply for the project referred above. We are enclosing the following documents, with the details as per the requirements of the RFP document, for evaluation. 1) Technical Bid (Envelope A) as per Annexure II of RFP 1. Firm registration certificate/constitutional document, as applicable (in case of consortium the same to be submitted by each member of the consortium). 2. Documentary proof of have carried out at least 2 assignments each in (i) Estimation of Tollable Traffic and (ii) Valuation of the equity shares of Road projects using multiple Page 10 of 13 RFP No. IFCI/PDG/2014-15/01 valuation techniques, including Discounted Cash Flow Method. The cost of projects for which the aforesaid assignments have been carried out shall be at least Rs. 200.00 crore each. 3. Qualification and experience of the team which will be working on IFCI’s assignment along with the plan for completing the assignment within a period of 45 days. 4. Bid Security in the form of demand draft for Rs. 25,000 (Rupees Twenty five thousand only) in favour of IFCI Limited, payable at New Delhi. 5. Details of the pending litigation and contingent liabilities, if any, that could affect the performance of the bidder under the mandate, as also details of any past conviction and pending litigation against sponsors/ partners and any areas of possible conflicts of interest. 6. Undertaking by the Applicant that it is not directly or indirectly related to JTCL or any of the shareholders of JTCL (except IFCI) by virtue of shareholding, common directors, control, influence, etc. 2) Financial Bid (Envelope B) as per Annexure III of RFP. Yours sincerely, Signature of Authorized Signatory Page 11 of 13 RFP No. IFCI/PDG/2014-15/01 16. ANNEXURE II TECHNICAL BID NAME OF THE BIDDER: REGISTERED OFFICE: DETAILS OF CONTACT PERSONS (along with their telephone numbers, fax numbers, e-mail ids): EXPERIENCE DETAILS OF PROJECTS FOR WHICH (i) ESTIMATION OF TOLLABLE TRAFFIC and (ii) VALUATION OF THE EQUITY OF THE PROJECT WITH PROJECT COST NOT LESS THAN RS. 200 CRORE EACH [Note: The table below has to be filled in for 2 assignments each for (i) and (ii) above] Name of the Project: Particulars of the Project Description of services performed by the Key Personnel (including designation): Name of Client and Address Name, telephone no. And fax no. Of client’s representative Estimated capital cost of Project (in Rs Crore ) Start Date (month/year) of the services End Date (month/year) of the services Details of Assignment Note: Please provide documentary proof of each assignment in support of Eligibility Criteria. The completion certificate / document(s) evidencing satisfactory completion of the assignment should be provided for each of the projects. Page 12 of 13 RFP No. IFCI/PDG/2014-15/01 17. ANNEXURE III FINANCIAL BID (On the letter head of the Applicant) Date: To, General Manager, Project Development Group IFCI Tower, 61 Nehru Place New Delhi - 110019 Phone: 011-4173 2565 / 29 Sub: Estimation of tollable traffic and valuation of equity shares of Jaora Nayagon Toll Road Company Pvt. Ltd. Sir, We have perused the RFP document for subject assignment and Scope of Work and am/are willing to undertake and complete the assignments as per terms and conditions stipulated in the proposal document. Our offer is inclusive of all taxes (including service tax), incidentals, overheads, traveling expenses, printing and binding of reports, all sundries, all other expenditure for execution of this service/assignments covering all ‘Scope of Work’ as mentioned in the RFP issued by IFCI Limited is as follows: Rs.---------------------------------- (i.e. in words Rupees.----------------------------------------) This offer is valid for a period of six months from the date of opening of the bid (bid due date). Signature of Authorized Person Name : Address : Page 13 of 13
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