GOVERNMENT OF THE REPUBLIC OF THE

PHILIPPINES
National Economic and Development
Authority Public-Private Partnership
Center of the Philippines

Terms of Reference of the Consultant for the

Project Preparation Services for the
Manila Bay-Pasig River-Laguna Lake
Ferry Project

Department of Transportation

ADB TA 7796-PHI

2023
 ABBREVIATIONS

ADB Asian Development Bank

AFCS Automated Fare Collection Systems
BOT Build-Operate-Transfer
CCS Contract for Consultant’s Services
COA Commission on Audit
DENR Department of Environment and Natural Resources
DMF Design and Monitoring Framework
DOF Department of Finance
DOTr Department of Transportation
FS Feasibility Study
GAA General Appropriations Act
GCR Greater Capital Region
GOP Government of the Republic of the Philippines
IA Implementing Agency
IC Independent Consultant
ICC Investment Coordination Committee
IDC Indefinite Delivery Contract
IRR Implementing Rules and Regulations
ITB Instructions to Bidders
ITPB Instructions to Prospective Bidders
JICA Japan International Cooperation Agency
KPI Key Performance Indicator
LGU Local Government Unit
MDC Municipal Development Council
MMDA Metropolitan Manila Development Authority
MPSS Minimum Performance Standards and Specifications
MRT Metro Rail Transit
NCR National Capital Region
NEDA National Economic and Development Authority
ODA Official Development Assistance
PBAC Prequalification, Bids, and Awards Committee
PDC Provincial Development Council
PDMF Project Development and Monitoring Facility
PPP Public-Private Partnership
PSC Project Study Committee
PTC Parameters, Terms, or Conditions
RDC Regional Development Council
SBAC Special Bids and Awards Committee
TA Technical Assistance
TOR Terms of Reference
TWG Technical Working Group
VGF Viability Gap Funding

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 Contents
I. INTRODUCTION............................................................................................... 3
II. PROJECT BACKGROUND .............................................................................. 3
III. DESCRIPTION AND SCOPE OF THE PROJECT ........................................... 4
IV. OBJECTIVES OF THE CONSULTING ASSIGNMENT .................................... 5
V. DURATION AND LOCATION OF THE ASSIGNMENT .................................... 6
VI. SERVICES TO BE PERFORMED BY THE CONSULTANT ............................. 6
X. INSTITUTIONAL ARRANGEMENTS/RESPONSIBILITIES ............................ 35
XI. INPUTS, PROJECT DATA, AND REPORTS ................................................. 36

Appendices:
A. Site/Location of the Project
B. Report Outline (Minimum Requirement)

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 I. INTRODUCTION

1. In its endeavor to attract private investment in infrastructure and implement public–private

partnerships (PPP), the Government of the Republic of the Philippines (GOP), with the
assistance of the Asian Development Bank (ADB), 1 has established a Project
Development and Monitoring Facility (PDMF).

2. The PDMF, a revolving fund, is used to engage Consultants 2 for the development of PPP
projects of various implementing agencies (IA). 3 Depending upon the requirement of each
project, the services shall generally include:

(a) Preparation of pre-feasibility study and business cases;

(b) Preparation of a feasibility study (FS), including an assessment of project delivery
options;
(c) Assistance in the application for the required government approvals;
(d) Preparation of bidding documents including draft contracts;
(e) Management of the PPP bidding process including assistance to obtain financial
close; 4 and
(f) Monitoring of project implementation.

3. In accordance with ADB Guidelines on the Use of Consultants (2013, as amended from
time to time), the PPP Center has constituted the Panel of Consulting Firms 5 from which
a Consultant for a specific project will be selected to develop a bankable PPP project.
The PPP Center shall sign a contract with the selected Consultant with the conforme of
the DOTr. The Consultant is expected to work closely with the PPP Center, the IA, and
other government agencies as may be required during the assignment. The PPP Center
and the DOTr shall oversee the progress of the Consultant based on clear project
deliverables

II. PROJECT BACKGROUND

4. The Pasig River Ferry system is currently being operated by the Metropolitan Manila
Development Authority (MMDA). Eleven ferry stations are still operating but ferry services
remain infrequent and unreliable.

5. Previous feasibility studies (FS) were conducted for the rehabilitation and expansion of
the Manila Bay-Pasig River/Marikina River-Laguna Lake Ferry System in 2013 and the
Pasig River Ferry System in 2020. The 2013 FS 6 found that the ferry system along the

1 At the request of the Government of the Philippines, the Asian Development Bank (ADB) has provided technical
assistance (TA) to strengthen the enabling environment for PPPs (policy and regulatory framework improvement
and capacity building of the government institutions involved in PPPs), establish long-term financing and risk
guarantee mechanisms, and help develop a robust pipeline of bankable PPP projects (TA 7796-PHI). TA Report
can be accessed at http://www.adb.org/Projects/project.asp?id=45515
2 “Consultant” means a legally established professional consulting firm or an entity that provides the Services to

the Client under the Contract.

3 Implementing Agency (IA) refers to any department, bureau, office, commission, authority or agency of the

national government, including government-owned or -controlled corporations, government financial institutions,

and state universities and colleges, and local government units authorized by law or their respective charters to
contract for or undertake infrastructure or development projects.
4 The stage in a financial agreement (in this case between the winning private proponent and its investors/creditors)

where conditions have been satisfied or waived, documents executed, and drawdowns become permissible.
5 A consulting firm will be competitively selected from the panel consisting of 22 firms to develop a specific, well-

structured bankable PPP project under an IDC Assignment (IDCA).

6 Conduct of Feasibility Studies and Evaluation of Master Plans at Selected Ports for the Pasig (Including Marikina)

River Ferry System (Science & Vision for Technology, Incorporated in Joint Venture with Syconsult Incorporated,
2013

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 Pasig and Marikina Rivers are economically viable where the services may contribute to
decongesting land transport and increasing economic activities in Metro Manila. It also
recommended the most financially viable PPP schemes for the two (2) rivers, specifically
those with private sector-government sharing on management efficiency and support for
sustainability. On the other hand, the 2020 FS 7 found that the Pasig River Ferry System
Project may yield an economic internal rate of return (EIRR) of 25.2% with a net economic
benefit of Php 24.32 Billion and a benefit cost ratio (BCR) of 2.23. The financial analysis
of the 2020 FS also underscored that the level of subsidy required from the government
will be dependent on the average fare to be charged to the ferry system’s users.

6. In 2013, the PDMF Committee approved the PDMF application of the DOTr, then
Department of Transportation and Communications (DOTC), for the project preparation
and transaction advisory services for the Manila Bay-Pasig River/Marikina River-Laguna
Lake (MAPALLA) Ferry System Project. The Contract for Consultant’s Services (CCS)
was awarded to CPCS Transcom Ltd. (Canada) in 2014. Results of the PDMF-funded
study found that the project is unlikely to be financially viable without government financial
support while the overall project is economically beneficial. 8 The project was not pursued
by DOTC until the CCS expired on May 22, 2016.

7. In 2014 and 2019, the Japan International Cooperation Agency (JICA) also prepared the
Report on Roadmap for Transport Infrastructure for Metro Manila and its Surrounding
Areas (Region III and Region IV-A) and conducted a Follow-up Survey on the Roadmap
for Transport Infrastructure Development for Metro Manila and its Surrounding Areas and
Roadmap for Transport Infrastructure Development for the Greater Capital Region, which
identified the Pasig River Ferry in the list of water transport services, including the issues
and challenges encountered by the same.

8. Despite the development of additional projects such as the light-rail transit (LRT)-2 Cogeo
Extension and the metro-rail transit (MRT)-4, the East-West transportation linkages in the
Greater Capital Region (GCR) are still inadequate. There is a need to have additional
transport linkages due to massive transportation demand between western and eastern
areas of GCR, where East-West travel through the middle of GCR remains limited to
Radial Roads 4 and 5.

9. The Manila Bay-Pasig River-Laguna Lake Ferry Project (the “Project”) was revived by
DOTr to address the high transportation demand between the eastern and western areas
of GCR. The Project is expected to improve the Pasig River Ferry system and provide
additional capacity along the East-West corridor.

10. On November 15, 2022, DOTr submitted an application for PDMF support for project
preparation and transaction advisory services.

III. DESCRIPTION AND SCOPE OF THE PROJECT

11. The Project involves the financing, design, construction, procurement of low-carbon
ferries, route planning, and operations and maintenance of a high-capacity, high-
frequency, and low carbon ferry system 9 that will strategically link Manila Bay and Laguna

7 Consulting Services for the Conduct of Feasibility Study for the Pasig River Ferry System Project (Joint Venture

of CEST, Incorporated and Science and Vision for Technology, Inc. (SVTI), 2020)
8 Phase I: EIRR of 60% (excludes Producer’s Surplus) and Phase II: EIRR of 36% (excludes Producer’s Surplus)
9
Including clean-up boats, charging stations, maintenance and docking depots, aids to navigation, operations
control centers, and environmental management centers

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 Lake through the Pasig River (Appendix A). The major project output is an improved
ferry system, including upgraded and convenient infrastructure and facilities, specifically
new ferry stations with last mile access (e.g., tropical active transport facilities 10), transit
plazas with seamless intermodal facilities 11 and automated fare collection systems
(AFCS).

12. Transit-oriented developments (TOD) may also be considered as part of the rehabilitation
of the Pasig River including its surrounding facilities by creating a connection among three
(3) regions (National Capital Region, Region III, and Region IV-A) with shorter transit
commutes and developing active transport facilities. In addition, the Project will integrate
new and existing residential, commercial, and office spaces along the Pasig River and
Marikina River route, as well as other feeder routes with the ferry system, build operations
and maintenance facilities 12 and operations control centers, and install all the necessary
equipment (e.g., aids to navigation, clean-up boats, emergency boats, and law
enforcement posts).

13. The Project aims to increase intra-city, inter-city, and regional connectivity and tourism
opportunities, reduce travel time and greenhouse gases emissions, improve traffic
conditions, provide reliable and safe alternative transportation services, introduce
improvements in disaster response, revitalize the waterfront, and increase mobility within
GCR.

14. In addition, the Project will increase accessibility to economic centers, cultural and
heritage areas, and services (e.g., government, education, healthcare). It will also connect
communities and urban centers, thereby increasing access to employment and economic
opportunities. Further, the rehabilitation of the waterfront may facilitate the revitalization
of the socioeconomic conditions of nearby communities.

15. The Project is envisioned to be a climate-appropriate and -resilient infrastructure that will
minimize transportation disruption due to climate change, extreme weather events, and
natural disasters. It will also contribute to energy transition towards cleaner, more reliable,
and cost-effective energy resources by adopting low-carbon ferries, promoting active
transport, and encouraging modal shift from use of private road-based vehicles to public
water-borne transport.

16. The Project will also improve universal accessibility for persons with disability, the elderly,
LGBTQ+, women, children, and other groups with special needs or limited mobility.

IV. OBJECTIVES OF THE CONSULTING ASSIGNMENT

17. The main objective of the project preparation support services is to determine the viability
or non-viability of the Project as a PPP Project under Republic Act (R.A.) 6957, as
amended by R.A. 7718 or the Build- Operate-Transfer (BOT) Law.

18. In the process of determining the Project's viability for PPP, the Consultant will also
assess other implementation options and modes of PPP and financing for the Project.
These modes may include, but not be limited to, government implementation and
financing, assistance from foreign funding, or a combination of both. The Consultant shall
consider any issuances or pronouncements by the relevant government authority on any
cap or limitations on government’s participation in PPP projects, specifically on the levels
of government subsidy or payments for PPP projects. If after due consideration of

10 Bridges along Pasig River, micro-mobility parking, covered or canopied pedestrian access, showers
11
Modern Public Utility Vehicles, tricycles and terminals, and park and ride
12 Include drydocks, charging stations, and waste management facilities

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 relevant government policies the Project is determined not viable as a PPP, the
assessment of other implementation options will only cover the deliverables under and
until Task 2 (i.e., excluding Tasks under Phase II onwards).

19. The expected output of the consultancy work would determine the most appropriate or
optimal PPP arrangement taking into account considerations of all stakeholders, as well
as pertinent rules and regulations. If the Project is deemed viable for PPP, the
consultancy work will also involve preparation and support for the bidding stage of the
Project.

V. DURATION AND LOCATION OF THE ASSIGNMENT

20. The assignment shall be undertaken primarily within the National Capital Region (NCR),
Region III (Central Luzon: Bulacan and Bataan) and Region IV-A (CALABARZON: Rizal,
Cavite, and Laguna) as the location of the Project (Appendix A).

21. Considering that many activities will be undertaken concurrently, it is estimated that the
abovementioned services would require a period of about 280 calendar days from the
date of commencement of the services. The detailed work plan submitted as part of the
technical proposal for this assignment shall be discussed and agreed with the PPP Center
and the DOTr before signing the CCS.

VI. SERVICES TO BE PERFORMED BY THE CONSULTANT

22. The work to be performed by the Consultant is divided into three (3) phases as follows,
where each phase represents combined requirements of the project to attain the
assignment objectives:

(a) Phase I: Project Inception and Pre-Feasibility Study;

(b) Phase II: Feasibility Study and Project Structuring; and
(c) Phase III: Assistance in Securing All Required Government Approvals.

23. Specific tasks and activities at each phase are as follows:

PHASE I: PROJECT INCEPTION AND PRE-FEASIBILITY STUDY

In consideration of the COVID-19 pandemic, any business and project undertakings

should be cautiously prepared for any disruptive events along the way and in the future.
In this regard, business continuity 13 considerations such as disaster risk resilience and
management, emergency response, crisis management, infectious disease preparedness
(i.e., pandemic/endemic, epidemic, outbreak), and security issues, among others, are
essential. The Consultant is required to consider these factors in its scope of work and
incorporate business continuity management 14 in all relevant tasks and deliverables under
this Terms of Reference.

Task 1: Prepare Inception Report

13 ADB defined “business continuity” as the process and management systems designed to prepare, respond, and
return to a stable operating condition for any disruptive events. (ADB Organizational Resilience, July 2016,
https://www.adb.org/sites/default/files/institutional-document/189052/organizational-resilience.pdf)
14 ADB defined “business continuity management” as the holistic management process that identifies potential

threats to an organization and the impacts to business operations these threats if realized, might cause, and that
provides a framework for building organizational resilience to safeguard the interests of its key stakeholders,
reputation, brand, and value-creating activities. (ibid.)

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 (a) Review all background documentation including related studies conducted to date;
(b) Prepare an Inception Report that includes the following information;
i. General Project Information and Objectives
ii. Mobilization, Team and Organization Information
iii. Inception Mission Findings
• Key Findings
• Case studies of other ferry systems in Asia
• Interfaces with other projects (e.g., North-South Commuter Railway)
• Confirmation of Plan of Approach, Methodology and Timelines (advisor may
propose enhancements/changes)
• Criteria and conceptual decision framework for the PPP Multi-Criteria
Scoring Report 15
• Critical Issues to be Addressed and Recommendations 16
iv. Reporting Requirements
v. Detailed plan of approach, methodology and workplan 17

Task 2: Develop the PPP Pre-Feasibility Study

Task 2.1: Market Research

(a) Estimate the travel demand and traffic impact of the Project through the conduct of
traffic surveys for private and public transport vehicles including, but not limited to,
traffic volume count survey, passenger load count survey, travel time survey (route
and mode choice), boarding and alighting survey (route and mode choice), stated
preference surveys (route, modal choice and schedule of services), passenger origin
and destination (O/D) surveys, commodity flow surveys, willingness-to-pay and value
of time surveys, vehicle occupancy survey, transfer/accessibility survey, active
transport survey (e.g., walkability surveys), queue length survey, and travel speed
and time survey.

(b) Review of existing and projected land use and population along Pasig River, Manila
Bay, and Marikina River.

(c) Prepare a traffic forecast simulation presentation for the Project using acceptable
modelling software (e.g., CUBE or EMME).

(d) Estimate traffic diversion to other routes and other modes taking into account relevant
factors (i.e., willingness-to-pay, ramp-up, capacity and level of service, etc.) that may
affect shifts in behavior/demand.

(e) Conduct a comparative analysis of the Project’s expected fees and charges with the
fees and charges being charged by existing road-based vehicles and related
transport services.

(f) Review the experience of other countries in the development, operation and

15 Assessment containing strong indicators that the project may be undertaken through a PPP modality. The report

shall also provide a conceptual decision framework and methodology.

16 The Consultant may propose enhancements/changes in the current scope of works, taking into consideration

key findings (e.g. surveys required; gaps in existing studies, if any; and critical issues to be addressed) during the
field investigation conducted by the Consultant.
17
The Consultant may propose enhancements/changes in the current scope of works, taking into consideration key
findings (e.g. surveys required, gaps in existing studies, and critical issues to be addressed) during the field
investigation conducted by the Consultant.

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 maintenance of marine transport/ferry system under PPP arrangement and consider
the same in recommending appropriate arrangements for the Project. 18

(g) Conduct market research and comparison of ferry (electric-powered vessels, low-
carbon ferries, traditional fuel-powered vessels) acquisition and sustainment costs.

(h) Conduct ferry operator surveys.

Task 2.2: Basic Technical and Financial Research

(a) Assess the basic viability of the Project both technically and on a PPP basis and
make recommendations whether to proceed to a more detailed work;

(b) Conduct a thorough demand estimation/analysis considering the existing

reports/data, willingness-to-pay surveys conducted, and revenues/inflows, including
potential revenues from ancillary facilities/services, covering, among others, the
details on the methods and parameters used in the projection, the need for the Project
and the private sector appetite for undertaking such Project on PPP basis.

(c) Conduct a Multi-Criteria Analysis (MCA) containing multiple criteria for route planning
and multiple criteria scoring for route plan options in order to determine a conceptual
proposed route, i.e., end-to-end alignment covering the primary route including other
feeder routes, and recommend the optimal alignment, optimal technology option, and
private sector involvement/arrangement for the Project.

(d) Conduct a preliminary market sounding activity 19 for the Project to gauge the private
sector appetite for undertaking such Project on PPP basis;

(e) Carry out an assessment of the entire facility, including but not limited to bridges, rail,
among others; conduct an asset inventory; and prepare an asset registry;

(f) Based on the result of the MCA, determine appropriate technology and viable
interconnection, through operations/management arrangements and/or necessary
infrastructures, with rail/road-based transportation and future related projects, e.g.,
MRT 3, NCR EDSA Busway Project, or such as those identified in the 2022-2028
Transportation Modernization Program 20 and Build, Better, More program, as well as
the interface with the concessionaires for MRT 3, North-South Commuter Railway,
MRT 4, MRT 7, LRT 2, and NCR EDSA Busway Project, and the measures that can
be undertaken to ensure an integrated and/or seamless transportation system;

(g) Conduct an initial review of the experience in other countries in PPP arrangements
for the proposed construction and operations and maintenance of a ferry system, and
analyze how the lessons learned can be appropriately used in the pre-feasibility and
feasibility studies;

(h) Develop the technical description of the Project including technical

parameters/standards, private sector arrangements/involvement, and inputs to
theMulti-Criteria PPP Scoring Report e.g., conceptual level Capital Expenditure
(CAPEX), Operating Expenditure (OPEX), and contingency margins;

18
Includes documentation of positive and negative experiences to allow better appreciation of options.
19 Through one-on-one interviews and other methodologies with the private proponents, contractors, and lenders
and financiers. Said activity shall anchor on the preliminary market sounding reports prepared, if available, or other
available reports.
20 Available with DOTr

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 (i) Carry out preliminary financial analysis and preliminary economic analysis, 21
including value for money (VfM) 22 analysis, based on preliminary cost estimates and
proposed cost-recovery mechanism including an assessment of the acceptable
pricing of the services to be made available by the Project and initial findings on the
need for viability gap funding (VGF). The study will also assess the merits of other
sources of financing (e.g., official development assistance (ODA), General
Appropriations Act (GAA),

Prepare a robust quantified demand for the facility that may support different models
(e.g., pure user-fee PPP model, precedent PPP model in the Philippines or
comparable country for the sector), and recommend a preliminary conclusion on the
project generating VfM if undertaken as PPP.

(j) Carry out a preliminary financial, political and legal risk analysis including institutional
issues that may impede the implementation of the Project and the required
government support, if any, for implementation of the Project.

(k) Based on the preliminary risk analysis, prepare a preliminary risk allocation matrix
which shall be an input to the Multi-Criteria PPP Scoring Report;

(l) Assess the different PPP modalities for the Project, and determine the PPP modality
that will provide the best value for the Government, i.e., the modality requiring the
lowest VGF;

(m) Prepare (i) schematic designs and renderings of stations, vessels, and facilities; (ii)
route plan of the Project; and, (iii) conceptual master plan;

(n) Based on the above tasks, the Consultant shall prepare the PPP Multi-Criteria
Scoring Report and Qualitative Report; 2323 and,

(o) Finalize and submit the pre-feasibility study and its associated reports.

The consultants shall carry out other related tasks upon the instructions of the PPP Center
and DOTr. Specifically, the consultants may be required to take into account that the
Government may consider funding some components of the Project e.g., acquisition of
right-of-way (ROW), using some other available financing. In such a situation, the
consultants must recommend the most appropriate project scope for the private
sector/project structuring to ensure that the contribution of the Government remains within
the limits prescribed in the BOT Law and the Revised 2022 IRR.

A suggested outline of the pre-feasibility study is attached (Appendix B). The consultants
shall carry out extensive analysis and shall interact with all the stakeholders with a view to
assess, among others, the technical and financial viability of the Project.

The consultants shall carry out further studies only after the submission of the draft pre-

21 A qualitative discussion on the economic costs and benefits of the Project will be prepared as an input to the
PPP Multi-Criteria Scoring Report
22 As defined under the Revised 2022 IRR of the BOT Law, VfM refers to the optimum combination of whole-of-life

costs and quality (or fitness for purpose) of the good or service to meet the user’s requirement. The VfM analysis
shows that PPP modality is the most viable procurement option.
23
Detailed discussion of the PPP Multi-Criteria Scoring Report including supporting evidences and other
information gathered which are required under the pre-FS stage.

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 feasibility study 24 and approval 25 of the pre-feasibility study by the PPP Center and DOTr.

If upon completion of Task 2, it is determined that the Project will not be implemented or
is not feasible under a PPP arrangement, the consultancy services shall be deemed to
have been completed under the contract and the Consultant shall be paid for
reports/outputs under Milestone No. 2 duly submitted and accepted by DOTr and PPP
Center prior to the effective date of termination of the contract. Outputs must be
satisfactorily rendered by the Consultant prior to the effective date of termination of the
contract and duly accepted and approved by DOTr and PPP Center. The PPP Center shall
not be liable for any further payment and the contract shall be terminated.

PHASE II: FEASIBILITY STUDY AND PROJECT STRUCTURING

The Consultant is expected to deliver the required level of detail for the engineering
designs (e.g., technical requirements and design, TOD considerations, bill of quantities) –
Level of Design (LOD) 200. 26

Task 1: Develop the Feasibility Study

Propose an initial implementation plan for the Project.

Prepare the Design and Monitoring Framework 27 for the Project, which will include, among
others, the monitoring requirements for DOTr in terms of contract implementation and
management.

Task 1.1: Technical Requirements and Design

Based on the result of market research, the Consultant shall:

(a) Conduct extensive public consultation forum and focus group discussions with
stakeholders to gather inputs and suggestions regarding the design and service
standards of the project.

(b) Carry out all relevant surveys including but not limited to geotechnical, topographic,
bathymetric, and hydrometric surveys among others.

a. The depth of the boreholes for geotechnical investigation is to be determined

after in-situ tests. The spacing of boreholes across the project corridor shall not
be more than 250-500 meters.

b. Topographic survey shall cover for a minimum width of at least 50 meters from
the center line on each side of the alignment.

(c) Conduct a technical assessment of project requirements throughout the concession

period and recommend optimal sizing and capacity, routes (e.g., primary and feeder)
including alternative routes 28 (e.g., San Juan River), services (e.g., local and express

24 All requirements under the TOR should be submitted by the Consultant

25 PSC to acknowledge receipt of the documents submitted, and to confirm the reports’ compliance with the
requirements of the TOR in order to proceed with continuing the conduct of other related reports
26 The elements are partially defined by outlining their approximate quantity, size, shape, and location
27 Refer to the ADB Guidelines for Preparing and Using a Design and Monitoring Framework

https://www.adb.org/sites/default/files/institutional-document/32509/guidelines-preparing-dmf.pdf
28 Including those possible routes as a result of anticipated projects in the project area,

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 ferries), stations, and stops including access and intermodal facilities (e.g., active
transport facilities), performance standards (e.g., schedule of services, speed),
management structure and staffing requirement, facilities/equipment required (e.g.,
types of ferry – electric-powered vessels, low carbon ferries, traditional fuel-powered
vessels, ferry system facilities required), automated fare collection system (AFCS),
communication systems, ferry system signaling and real-time arrival passenger
information display systems, operations control center, building information modelling
requirements, safety and security measures, gender-responsive, universal
accessibility, transit-oriented development, way-finding, and tropical climate-
appropriate and resilient performance standards, appropriate land use and
environmental impact mitigation measures, among others, in accordance with the
standards set by the national government.

(d) Prepare a comparative analysis in terms of specifications (e.g., passenger, micro-

mobility, and luggage carrying capacity of vessel; headway; boarding and alighting
time; operating hours; speed; propulsion system; etc.).

(e) Conduct all required reports/studies, analyses and assessment which may be
necessary to produce the appropriate Key Performance Indicators (KPI) 29 (e.g., user-
need analysis, analysis of existing and future transport supply/alternative transport
options serving the project area), targets and procedures for the Project.

(f) Create a Geographic Information System database and maps which incorporate the
survey information, results, and data, as well as the technical drawings, plans, and
routes.

(g) Determine the suitability of various innovative urban transport solutions (e.g., low-
carbon ferry/vessel) in the development and implementation of ferry system and its
facilities.

(h) Carry out an assessment of the current state of operations, practices and
requirements of related projects/business/services particularly the regulatory
requirements and local government permits for the project.

(i) Review and recommend appropriate IT infrastructure for marine transport/ferry

system management and ferry network operation and procedures (physical assets,
intellectual assets, shared services and their linkages with other government
agencies), ensuring proper information systems integration, inter-operability, and
information for passengers.

(j) Ensure that the IT/infrastructure systems (software and hardware) required for the
project are compatible with other IT infrastructure/systems that are to be developed,
implemented, and monitored by the government and/or other service
providers/contractors for integration and inter-operability.

(k) Determine optimum timing and phasing of development and construction and roll-out
of the marine transport/ferry system facilities taking into account the relevant
technical, economic and financial factors.

(l) Determine whether the ferry operation will be provided by the private sector partner
or outsourced; and if outsourced, determine the appropriate mode of engaging the
services of ferry operators.
29 Refers to specific milestones in or components of quantifiable performance measures that serve as indications

of progress towards the eventual achievement of the desired performance measures.

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 (m) Prepare the project implementation schedule which will define and set timelines of
the major phases of project work to fulfill the desired objectives and achieve the
expected deliverables from time of award to completion. The project implementation
schedule should include the deliverables being set, major activities for each
deliverable, and key milestones, among others.

(n) Conduct value engineering/value analysis (VE/VA) 30 or its equivalent to determine

the (i) most appropriate IT system and engineering technologies; and (ii) most
appropriate design for the development of the Project, i.e., to determine the most
appropriate configuration that will accommodate initial projected requirement while
taking into consideration the target level of risk and possible future expansion
(infrastructure and routes), with recommendations on the expansion schedule and
corresponding scope of works, on the basis of projected requirement.

(o) Design the transportation facilities considering the following:

a. Minimum Level of Service C (demonstrated by simulation software)

b. International universal accessibility and inclusivity standards
c. Tropical weathers appropriate design and architecture
d. Quintessential representation of Filipino architecture and local identity
e. Flood and water level management facilities and infrastructure
f. Emergency response and disaster risk reduction management
g. Security of sensitive government facilities (i.e., Malacañang Palace)

All technical-related deliverables shall be submitted to the PPP Center, DOTr and/or the
Project Study Committee (PSC) through a formal communication by the Consultant, with
written and signed endorsement from the Consultant’s engineering/technical firm.

Task 1.2: Legal and Institutional Analysis

(a) Carry out a detailed assessment of the regulatory and local government permit
requirements for the Project, if any.

(b) Identify all legal requirements (including a review of the regulatory framework,
relevant jurisprudence and previous rulings and Commission on Audit [COA]
issuances) and recommend appropriate legal approaches to be undertaken in the
implementation of the Project.

(c) Assess issues and recommend and draft appropriate legal instruments associated
with the management of the social, economic, and environmental impacts of the
Project in a manner consistent with national and local policies, taking into
consideration international best practices.

(d) Develop and provide details to the legal architecture and design of the transaction,
e.g., (i) identifying the type of PPP contract to be used (e.g., BT, BOT, BTO, etc.); (ii)
preparing the investment plan, i.e., how, where and when investments will be made;
and, (iii) determining the type of public sector support required, including terms and
conditions.
(e) Identify and recommend the approaches to make the Project attractive to investors
and their lenders/financing institutions, such as fee payment mechanisms,
performance guarantees, pre-conditions for a private operator to fulfill in meeting
service obligations, default and risk clauses, and step-in rights of government.

30 Section 2.10 b of the Revised 2022 IRR of the BOT Law states that the proposed project should be technically
feasible and is optimal based on a value engineering/value analysis study.

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 (f) Formulate the appropriate institutional arrangement for the Project, taking into
consideration the roles and responsibilities of all stakeholders in all project stages
(e.g., tender of bids, project implementation).

All legal opinions and advice given during the engagement shall be rendered in a formal
communication to the PPP Center, DOTr, and/or the Project Study Committee (PSC) by
the Consultant, with written and signed endorsement from the Legal Specialist.

Task 1.3: Environment, Gender and Social Safeguard Requirements 31

(a) Conduct extensive public consultation forum and focus group discussions with
stakeholders to gather inputs and suggestions regarding the environmental, gender,
and social safeguards of the project.

(b) Conduct Heritage Impact Assessment (HIA) and Archaeological Impact Assessment
(AIA).

(c) Conduct the Strategic Environmental Assessment and Management Planning

(SEAMP) for the development of options as the carrying capacity assessment is
deemed important.

(d) Coordinate and consolidate all environment, gender and development, and social
safeguard studies for integration into project planning and conceptual design.

(e) Following the results of the SEAMP, carry out an environmental impact assessment
study consistent with the requirements of the Philippine Environmental Impact
Statement System (PEISS). Among others, the Consultant, shall:

(i) Carry out screening and Public Scoping to identify stakeholders, impact areas,
and significant issues/impacts of the Project and submit the scope of work for
the applicable Environmental Impact Assessment (EIA) Study; and,
(ii) Prepare the applicable EIA Study and the full EIA Report which involves,
among others, describing the proposed project and its alternatives,
characterization of the project environment, impact identification and
prediction, evaluation of impact significance, impact mitigation, and formulation
of the Environmental Management and Monitoring Plan (with corresponding
cost estimates and institutional support commitment).

(f) Prepare a Land Acquisition and Resettlement Action Plan. This will include the
conduct of a social risk and impact assessment and resettlement assessment and
analysis, as well as management planning, including relocation and/or compensation
for displacement impacts. Surveys that must be conducted include, but are not
limited to, parcellary survey, as-built survey, census and tagging, detailed
measurement survey, replacement cost survey and appraisal, and socio-economic
survey.

(g) Ensure that the environmental impact study and social risk and resettlement study
to be prepared must be consistent with the requirements under the ADB safeguard
policies (i.e., Involuntary Resettlement Policy, and the Environment Policy) 32 as may
be applicable and not contrary to existing Philippine Laws, Rules, and Regulations
(e.g., Right-of-Way Act, DENR guidelines, etc.).

31
Use the PPP Governing Board (PPPGB) Resolution No. 2018-12-02 as reference: https://ppp.gov.ph/wp-
content/uploads/2019/01/PPPC_PPPGB_Reso-Safeguards-in-PPP.pdf
32
Downloadable at https://www.adb.org/documents/safeguard-policy-statement

Page 13 of 41
 (h) Prepare required reports/forms including, but not limited to, a Social Development
Plan (SDP) (which includes measures to address gender 33 and resettlement
concerns), and an Information, Education and Communication (IEC) Plan.

(i) Develop universal checklists and guidelines for water-based mass transportation
systems.

(j) Develop appropriate climate change adaptation and mitigation measures (e.g.,
redundancy arrangements), climate and disaster risk assessment (CDRA),
sustainability study, and disaster risk management plan in the form of considerations
in project design and operations and maintenance through site-specific historical
data and projections for natural hazards (e.g., climate change, geologic).

(k) Propose stakeholder management guidelines for feedback to possible

concessionaire.

Task 1.4: Risk Assessment

(a) Conduct a project risk analysis to determine, assess, allocate and manage risks
(such as, but not limited to project, commercial [market risk], environmental, financial,
political, economic, force majeure, and legal risks) during the whole project life cycle.
The risk analysis should cover valuation, allocation, and mitigation measures. In
doing so, assessment and applicability of various risk mitigation mechanisms should
be carried out, including review of the extent to which the risks of the project can be
underwritten by commercial insurance cover and the likely cost of such cover.

(b) Recommend acceptable levels of risks for both the government and the private
sector and prescribe technical solutions to achieve these target levels of risks.
Further, recommend how to handle and allocate risks beyond the target levels. The
target levels of risks shall be considered in the VE/VA analysis to arrive at an
optimum combination of solutions.

(c) Based on the risk analysis, prepare a contingent liability model for DOTr that
quantifies the contingent liabilities, how the same shall be managed, and the funding
requirements.

The model shall include an analysis on, but not limited to, government variation
orders, compensation for lower-than-agreed tariff levels, material adverse
government action (MAGA) compensation, compensation caused by government
delays and buyouts.

The Project’s risk allocation/analysis and contingent liabilities model shall be

incorporated in the financial model/s (as section on contingent liabilities) to be
calculated/updated from time to time. These shall be presented to representatives of
the PPP Center, DOTr, and Department of Finance (DOF).

Task 1.5: Economic and Financial Analysis

(a) Conduct an economic analysis – identification and estimation of the economic costs
and benefits of the project; and calculation of the economic internal rate of return
(EIRR), including sensitivity analysis as required for obtaining government approval.

33
The gender analysis should be in accordance with the NEDA’s Harmonized Gender and Development Guidelines
for the development options and formulate goals, objectives and outcomes including GAD statements that will
address gender issues Consistent with NEDA’s Harmonized Gender and Development Guidelines

Page 14 of 41
 (b) Conduct a financial analysis –

1. Preparation of a spreadsheet-based financial model 3434. Financial models must:

(a) be fully flexible and traceable to accommodate sensitivity analysis
(b) include clear and concise model integrity checks
(c) clearly describe proposed financing structures
(d) simulate distribution of cash to relevant structures including, but not limited
to:
(i) cash traps and/or allocated cash reserves;
(ii) debt repayments; and,
(iii) dividends and equity redemption
(e) show the impact of the cost of the project to future fees and charges to be
charged to the users.
(f) clearly describe the Project’s financial position upon conclusion of
project/concession period

2. Research on relevant benchmark rates of return, namely comparable unlevered

asset returns and risk premiums and/or discounts
3. Computation of relevant asset/firm valuation metrics including project internal
rate of return, equity internal rate of return, project net present value and equity
net present value, based on the optimum mix of technical solutions arrived at
4. Research on relevant financing data including bank debt interest rates, gearing
ratios, project finance debt service coverage ratio (DSCR) benchmarks, financing
fees (commitment fees, arrangement fees, agency fees, etc.)
5. Research on relevant insurance costs and other market available risk mitigation
products
6. Research on relevant taxes and tax implications
7. Recommend optimal, yet most feasible financing plan for the project that would
produce optimal equity returns.

Task 2: Project Delivery Option Development

The Consultant shall evaluate various PPP options (i.e., options analysis) for the Project
where funding sources and mix, cost recovery mechanisms, core and/or non-core services
to be transferred to the private sector (either fully or partially), among others, should be
considered. Options taking into account the public service level requirements will be
ranked based on pre-determined criteria with the end in view of recommending the optimal
PPP modality to be followed. The Consultant will provide clear details of the proposed PPP
structure/s along with a risk assessment matrix and likely impacts to DOTr, the private
investor and other stakeholders. The Consultant shall identify licensing, permitting and
other legal risks that need to be addressed and allocated for each PPP option. The
Consultant shall perform the following:

(a) Carry out VfM35 analysis or its equivalent.

(b) Identify best implementation option for the project, as well as the process of
transferring the development, O&M to the private sector and the functions to be
retained by the government.

34The financial model should include demand forecasts and a tariff model, among others.
35As defined under the Revised 2022 IRR of the BOT Law, VfM refers to the optimum combination of whole-of-life
costs and quality (or fitness for purpose) of the good or service to meet the user’s requirement. The VfM analysis
shows that PPP modality is the most viable procurement option.

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(c) The Consultant shall evaluate all the possible combinations of
financing/implementation arrangements. This should consider, among others,
funding sources and mix, and cost recovery mechanisms.

If upon completion of Task 2, it is determined that the Project will not be implemented
under a PPP arrangement, the consultancy services shall be deemed to have been
completed under the contract and the Consultant shall be paid for (i) the milestone
completed, i.e., Milestone No. 3; and (ii) any reports/outputs under Milestone No. 3 duly
submitted and accepted by the DOTr and PPP Center prior to the effective date of
termination of the contract; and, (iii) any advance work and services requested by the
PPP Center and the DOTr which is not covered under Milestone No. 3, both of which
must be satisfactorily rendered by the Consultant and reports/outputs were duly accepted
and duly approved by the DOTr and PPP Center prior to the effective date of termination
of the contract. The PPP Center shall not be liable for any further payment and the
contract shall be terminated.

Task 2.1: Structuring

If based on the results of the activities performed in the preparation of the FS, including
the project delivery options development, the project is determined to be viable for PPP
implementation, the Consultant shall proceed to evaluate various PPP structures. This
includes, among others, the following:

(a) Evaluate various PPP structures/options and recommend the optimal PPP modality
to be pursued taking into account international best practices, funding requirements,
cost recovery mechanism, among others. In doing so, the Consultant should provide
details of the options, identifying among others, (i) investment commitments to be
required, their nature and management; (ii) the investment plan – how, where and
when the investments will be made; and, (iii) type of public sector or government
support required, including terms and conditions, and their justifications. Based on
the project structure, propose options for regulation and provision of the services to
be provided. All rules, procedures and formulas with respect to setting, adjusting,
monitoring and enforcing service standards should be included in the concession or
PPP agreement.

(b) Provide advice and justification on the best-value bidding parameter.

(c) Prepare the risk allocation matrix and likely impacts to DOTr, the private investors
and other stakeholders.

(d) Identify and recommend the approaches to make the Project attractive to investors
and their lenders/financing institutions such as fee payment mechanisms,
performance guarantees, pre-conditions for a private operator to fulfill in meeting
service obligations, default and risk clauses, and step-in rights of government.

Task 2.2: Market Sounding and Public Relations

(a) Provide a list of likely private sector investors to bid for the Project.

(b) Conduct a formal market sounding exercise to determine key areas that will need
consideration in finalizing the PPP structure. The Consultant shall prepare and issue
a market sounding document including any media (e.g., audio-visual presentation

Page 16 of 41
 materials) 36 to relevant stakeholders prior to the conduct of the actual session.

(c) Conduct a one-day investors’ conference in Manila, or depending on the preference

of the DOTr. The participant shall include representatives of concerned government
agencies, financial institutions, prospective private sector entrepreneurs and
consulting firms.

(d) Conduct a social media campaign to inform, educate, and communicate the project
to the general public.

Task 3: Final Analysis

Depending on the optimal PPP modality, the Consultant shall assess and recommend
the most suitable structure for the Project.

The Consultant shall finalize, among others, the following:

(a) Cost estimates for the design, construction, purchase, and operations and
maintenance of marine transport/ferry system facilities and structures;
(b) Financial and economic model and sensitivity analysis;
(c) Legal and institutional arrangements and processes, contract structure and
monitoring and management systems;
(d) Financing plan, risk allocation 37 and mitigation measures;
(e) Default mechanisms and arbitration procedures;
(f) Social/gender and environmental impact mitigation measures;
(g) Land Acquisition and Resettlement Action Plan (LARAP);
(h) Project implementation schedule;
(i) Stakeholder consultations, particularly with potential private sector investors and
involved local communities;
(j) KPIs based on international experience to ensure that the private sector
partner achieves the level of service required;
(k) Development of the final PPP structure;
(l) Detailed timelines for the bid process until contract award; and,
(m) Post-bid and contract management frameworks.

Submit the final pre-FS and FS and all associated special reports in the required format
and number of copies.

If upon completion of Task 3, it is determined that the Project will not be implemented or
is not feasible under a PPP arrangement, the consultancy services shall be deemed to
have been completed under the contract and the Consultant shall be paid for
reports/outputs under Milestone No. 3 duly submitted and accepted by DOTr and PPP
Center prior to the effective date of termination of the contract. Outputs must be
satisfactorily rendered by the Consultant prior to the effective date of termination of the
contract and duly accepted and approved by DOTr and PPP Center. The PPP Center
shall not be liable for any further payment and the contract shall be terminated.

36
To be approved by PPP Center and DOTr, and will include an overview and objectives of the Project, indicative
project preparation timetable, process on how the market sounding will be carried out, a list of questions to the
relevant stakeholder – equity investors, debt financiers, contractors and operators, and anticipated requirements
from each party.
37 Section 2.10 j of the Revised 2022 IRR of the BOT Law states that the risk allocation should comply with the

Generic Preferred Risk Allocation Matrix (GPRAM) as determined by the ICC. Any deviation must be justified by
the Agency/LGU and shall be up for approval of the concerned Approving Body.

Page 17 of 41
 PHASE III: ASSISTANCE IN SECURING ALL REQUIRED GOVERNMENT
APPROVALS

(a) Prepare all documents required to be submitted, 38 as necessary, to the Regional

Development Councils (RDC), Provincial Development Councils (PDC)/Municipal
Development Councils (MDC), Investment Coordination Committee (ICC) and the
NEDA Board and other government agencies or bodies, in the required file format
and quantities. 39 The documents shall have a minimum of six (6) sets of both
electronic and hard copies, additional copies will be requested as the need arises,
and shall include the following but not limited to:

i. Project FS, in MS Word format;

ii. Agency Project Report for PPP or similar documents;
iii. Demand, economic and financial analyses in traceable formula format, in MS
Excel format and contain data not older than three (3) years; and,
iv. Parameters, Terms, and Conditions (PTC) 40 Template or its equivalent,
whichever is required by the ICC during the time of submission.

(b) Update and finalize the documentary requirements as necessary over the course of
securing the ICC/NEDA Board approval.

(c) Assist DOTr to address all issues and concerns until the approval is accorded by the
RDC, PDC/MDC, ICC and the NEDA Board, 41 including a pre-presentation briefing/
meeting with DOTr, PPP Center, and other concerned parties. 42

i. Attend the pre-ICC/NEDA Board/RDC/PDC/MDC presentation briefings/

meetings with the DOTr, PPP Center, and other concerned parties. 43

ii. In coordination with the DOTr and the PPP Center, prepare reports and
responses to queries 44 that the approving bodies may have on the Project’s FS

38 Pursuant to Section 2.7 of the Revised 2022 IRR of the BOT Law, a project shall be deemed complete for
purposes of evaluation by the Approving Body when the Agency/LGU has submitted a complete set of
requirements. The ICC shall publish guidelines listing the complete set of requirements needed to commence
project evaluation pursuant to Section 2.10, which shall include, but are not limited to, a complete feasibility study,
traceable economic and financial models and the proposed parameters, terms, and conditions as described in
Section 2.8 of the said Revised 2022 IRR. The Agency/LGU shall ensure that information in the submissions are
up-to-date and are not older than three (3) years from the date of submission to the approving body. In the case of
unsolicited proposals, a complete submission shall contain additional requirements described in Section 10.4 of
the Revised 2022 IRR. The guidelines to be issued by the ICC shall likewise contain minimum requirements for
projects implemented under the BOT Law that do not require ICC recommendation and/or approval. The ICC and/or
the Approving Body, as the case may be, shall prescribe or revise requirements to be submitted in support of the
proposed project, including their respective timelines, provided that the same are consistent with the BOT Law and
its Revised 2022 IRR.
39 Including preparation of presentation materials.
40 The PTCs should be consistent with the BOT Law and its Revised 2022 IRR. Refer to Section 2.8 of the Revised

2022 IRR of the BOT Law for the minimum requirement for PTCs.
41 Only one round of approval process is contemplated in this consulting assignment i.e., commencing from the

submission of the FS to the relevant approving body and concluding upon the issuance of an official document of
the Project’s approval or disapproval by the final approving body. Another round of approval process would require
a contract amendment.
42 If necessary, the Consultant shall assist IA in obtaining ICC approval for a reasonable rate of return for purposes

of negotiated projects (i.e., in case of a single complying bid). The Consultant shall also assist IA in securing the
opinion of the Department of Justice (DOJ), among others, and the approval or endorsement of any other
government agency which may be required for the successful tender and award of the Project.
43
The Consultant may attend meetings through video/teleconference, except in activities where the physical
presence of the experts is required.
44 In report format

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 (i.e., technical, financial, legal, PPP structure, among others). This may include
preparation of reports which are normally being requested by external agencies
(such as DOF, DBM, etc.) as part of the approval process. 45

The assistance under this task includes the submission/preparation of further studies,
analyses, presentations, researches, and/or responses to queries as may be
requested/required by the relevant approving body; provided that (1) these are not
new or additional requests/requirements not contemplated and/or beyond the scope
of work and term of the CCS, the tasks/responsibilities of the experts, and the
identified deliverables and special reports of this consulting assignment; and, (2) the
request/requirement was conveyed to the Consultant before the approval of the FS;
or if conveyed after FS approval, such request/requirement is addressed by and does
not require the amendment of the approved FS.

(d) Prepare and submit a post-project approval (or post-project activity) report
documenting the approval process, including all instructions and issues/concerns in
relation to the Project.

(e) Submit an updated FS which already addressed the instructions of the approving
authority and incorporated the revisions required at the approval stage.

Other Tasks/Responsibilities:

24. In addition to the above scope of works, the Consultant shall:

(a) provide comments on presentation materials and proposed responses to
stakeholders' queries prepared by DOTr;
(b) prepare a monthly report of the status of activities, issues encountered and steps
taken to resolve them and update milestones and timelines; and
(c) prepare highlights and/or minutes of all major meetings.

25. The scope of work includes all surveys and survey-related activities 46 considered towards
the development/tendering of the project. The cost of all survey and survey-related
activities should be included in the Consultant's financial proposal. Any other survey and
survey-related expenses not included in the financial proposal but identified as relevant
and necessary to accomplish the deliverables in this TOR, shall be undertaken and its
cost borne by the Consultant.

26. The Consultant, for the duration of its contract, shall make its team available to receive
comments or queries and provide responses thereto, and entertain consultations,
whenever necessary. 47

VII. TEAM COMPOSITION AND QUALIFICATION REQUIREMENTS FOR KEY

EXPERTS

27. The Consultant shall have sufficient personnel to provide services to deliver all required
outputs within the prescribed time. 48 For specific areas of expertise, requirement of

45 These reports may include but may not be limited to justifying VGF from a cash perspective and presenting the
revenue sourcing via VGF, if any.
46 e.g., market demand survey, environmental study-related; and social impact analysis-related [including gender-

related concerns] conferences, workshops, market sounding, data room.

47 Other than the Team Leader, the qualified Consultants, Key Personnel and Key Experts shall be present at all

teleconferences meetings and/or as the need arises be physically present at all the meetings with government
agencies and other stakeholders.
48 The legal and project finance specialists to be nominated shall be among the Consultant’s list of experts submitted

during the first stage (i.e., empanelment). For reasons beyond the control of the Consultant, nomination of other

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 national and international consultants 49 has been prescribed as shown below. This list of
expertise provided hereunder is indicative and the Consultant may include additional
expertise if deemed necessary to successfully complete the assignment, but always
within the terms and conditions of this TOR and the relevant agreements to be signed by
the parties.

28. For each required position, the Consultant should nominate a Key Expert. Alternative
experts shall not be proposed and only one curriculum vitae (CV) may be submitted for
each position. The Consultant may enhance its expertise by nominating additional
expert/s which shall be designated as Non-Key Experts.

Consultants with International Expertise

No. Position Required Qualifications
1 Team Leader/ Ten (10) years of demonstrated experience as team leader,
Project Manager project manager, project director or its equivalent. Acted as
team leader or project manager/director for five (5) projects,
preferably PPP projects.
2 Ferry Operations Ten (10) years of demonstrated experience in the development
Specialist or management of marine transport/ferry system and
associated facilities compliant with maritime industry
standard/requirements, identification of issues to be addressed
in planning, management, operation and maintenance of marine
transport/ferry vessels and terminals. Prepared/managed three
(3) marine transport/ ferry system projects.
3 Marine Engineer/ Ten (10) years of demonstrated experience in the development,
Naval Architect management, and O&M of vessel, ferry station infrastructure,
systems, and associated facilities compliant with international
industry standard/ requirements, identification of issues to be
addressed related to the planning, management, O&M of ferry
systems, ferry stations and associated facilities. Engaged in five
(5) marine transport/ferry system projects.
4 Electrical Engineer Ten (10) years of demonstrated experience in electrical
design/construction of marine transport/ferry system-related
structures and associated facilities. Engaged in five (5) marine
transport/ferry system projects.
Consultants with National Expertise
No. Position Required Qualifications
5 Project Finance Ten (10) years of demonstrated experience in providing PPP
Specialist transaction advisory services/development of large infrastructure
PPP projects, including extensive experience in financial
modeling; project structuring; risk analysis, allocation and
management; project agreements; and bid process
management. Prepared five (5) PPP and/or Joint Venture (JV)
projects.

6 Legal Specialist Five (5) years of demonstrated experience in resolving legal

issues during project development until contract award, PPP

experts may be allowed provided said expert/s have equal or better qualifications than the original experts included
in the list during the first stage.
49 As per ADB’s Guidelines on The Use of Consultants (2010), “‘International Consultant’ means any consulting firm

established or incorporated in any ADB member country, including the borrower’s country, or a person who is a
citizen of any ADB member country, including the borrower’s country”; and “‘National Consultant’ means any
consulting firm or individual from the borrower’s country that is established or incorporated and has a registered
office in the borrower’s country, or a person who is a citizen of such country” (footnotes 5 and 6 on page 2).

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 policy and institutional assessment; project structuring; drafting
contractual agreements and other related
documents/agreements; procurement; and bid process
management. Prepared three (3) PPP projects.

Must have the necessary or relevant license/

qualification/registration for the assigned responsibilities for
this consulting assignment.
7 Urban Planner Ten (10) years of demonstrated experience in providing
services and/or urban/master planning for the development of (3)
public transport systems projects, preferably marine
transport/ferry system projects or similar developments.

Must have the necessary or relevant license/qualification/

registration for the assigned responsibilities for this consulting
assignment.
8 Transport Planner/ Ten (10) years of demonstrated experience in
Business Planner business/operations planning of relevant marine transport/ urban
ferry/ inland waterway system projects including, experience with
ferries, terminals and inland waterway planning,
technical/engineering and operations issues, marine transport
and traffic engineering, hydrographic and topographic surveys
and operational costs analysis. Prepared/managed three (3)
marine transport/ferry system projects.
9 Building Information Five (5) years of demonstrated experience in the development,
Modelling (BIM) establishment, and implementation of building information
Specialist/ Digital modelling (BIM) requirements of a project. Prepared and
Twin Engineer implemented BIM for two (2) projects.
10 Civil Engineer Ten (10) years of demonstrated experience in detailed design,
construction, and cost estimation of marine transport/ferry
system, terminals and associated facilities compliant with
maritime industry standard/requirements. Prepared at least three
(3) marine transport/ferry system projects.
11 Geodetic Engineer Ten (10) years of demonstrated experience in preparing and
analyzing base map data with Geographic Information System
(GIS) data in the design of three (3) projects.

Must have the necessary or relevant license/ qualification/

registration for the assigned responsibilities for this consulting
assignment.
12 Architect Five (5) years of demonstrated experience in preparing detailed
design and cost estimation for the development of ferry systems
and terminals consistent with maritime industry standard/
requirements. Prepared five (5) relevant marine transport/ferry
system terminal designs.
13 Landscape Architect Five (5) years of demonstrated experience in preparing
detailed landscape design plans of marine transport/ferry
system for three (3) projects.
14 Economic Specialist Five (5) years of demonstrated experience in transport sector
assessment, economic sector assessment, opportunity cost
implications, etc. Engaged as an economic specialist for three
(3) generic infrastructure projects (public- and private-funded).
15 Environmental Five (5) years of demonstrated experience in the preparation of
Safeguard Specialist environmental impact statements (EIS) and environmental

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 management plans/programs for three (3) projects (public- and
private-funded) in accordance with the specific requirements in
the Philippines.
16 Social Development Five (5) years of demonstrated experience in assessment of
and Gender social impacts, including gender analysis and preparation of
Specialist mitigation measures for three (3) projects (publicly funded) in
accordance with the specific requirements in the Philippines.
17 Land Acquisition and Five (5) years of demonstrated experience in the preparation of
Resettlement Action land acquisition, land appraisal and valuation, and
Plan Specialist resettlement action plans for three (3) development projects.
18 Development Five (5) years of demonstrated experience in public relations,
Communications and in the preparation of public communications plan for
Specialist development projects, with three (3) projects successfully
implemented.

29. The Consultant shall ensure the availability of experts on a priority basis and such experts
will be available to provide the services in a responsive and timely manner.

30. The Consultant shall provide the organizational structures and arrangements for the
specified services, including specification of position responsibilities.

31. The tasks for each expert shall be read in conjunction with the scope of work in Section
I. The scope of work for each expert includes, but is not limited to, the following:

Consultants with International Expertise

(i) Team Leader/Project Manager

The consultant will generally be responsible for coordinating all inputs of the team;
submission of all reports; facilitation of meetings and stakeholder consultations, as
required; and liaison with the PPP Center and DOTr, as required. Specific tasks would
include, among others, the following:

(a) Prepare a design and monitoring framework (DMF) and initial implementation plan.
(b) Liaise with PPP Center and DOTr and keep all stakeholders apprised of any issues
or concerns that could impact project performance and or completion of the
consulting assignment.
(c) Prepare the Inception Report, Pre-Feasibility Study Report 50, and progress reports,
update the agreed work program, and provide timely information to PPP Center on
contract administration issues.
(d) Manage the team of experts to ensure integrated monitoring of the agreed work
program.
(e) Coordinate the inputs of team members per the agreed work plan, advise team
members of changes to the work plan, and monitor team members’ other project
commitments to ensure appropriate priority attention is given to the assigned task.
(f) Ensure outputs of team members are in accordance with the contractual TOR and
the client’s quality expectations. Ensure that the output has thorough substantiation
of each analysis especially on issues and the options to resolve them.
(g) Ensure smooth implementation of the internal quality assurance mechanism and
be ultimately responsible for output quality by reviewing, commenting upon and
approving all such outputs.
(h) Ensure all contracted deliverables are prepared in a timely manner and manage

50 Includes the PPP Multi-Criteria Scoring Report and Qualitative Report

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 project scheduling.
(i) Prepare the project implementation schedule which will define and set timelines of
the major phases of project work to fulfill the desired objectives and achieve the
expected deliverables from time of award to completion. (The schedule should
include the deliverables being set, major activities for each deliverable, and key
milestones, among others).
(j) Brief and supervise team members on (i) quality management, and (ii) integrity and
professional conduct; and keep the team updated on changes in the operating
environment or procedures.
(k) Act as primary point person or contact of the PPP Center and DOTr and ensure
smooth communication and coordination with them.

(ii) Ferry Operations Specialist

(a) Determine and finalize the MPSS for the Project based on the global best practices
and standards in marine transport/ferry systems.
(b) Develop appropriate key performance indicators based on international experience
to ensure that the Project achieves the level of service required (e.g., minimum
headway, hourly peak load, etc.).
(c) Develop the mechanics, conditions and hand-over protocols required for the
turnover of the Project to the private sector. The hand-over protocols shall include,
but not be limited, to an assessment of the structural integrity of the entire facilities,
the conduct of an asset inventory and preparation of asset registry.
(d) Identify the asset/s that will be required in the Project.
(e) Assist in drafting the pre-feasibility and feasibility studies.
(f) Assist in reviewing the quantities and rates for major items of works (if any),
requirements of equipment, consulting services, and other input items.
(g) Assist in the financial analysis with inputs on project rationale, project costs
operations, maintenance, required contingency levels, and any other information
as requested.
(h) Assist in the conduct of preliminary market sounding and formal market sounding
exercise that shall include, among others, preparation of a Market Sounding
document and issuance of the same to the market; conduct one-on-one Market
Sounding sessions in association with the PPP Center and DOTr; conduct of
workshop to review findings of the market sounding; preparation of a market
sounding report that summarizes the findings from the exercise, and ensuring
incorporation of the same in the final required report.
(i) Assist in developing the Project structure, including type of services required, cost
estimation and the proposed cost recovery options, and related analysis.
(j) Assist in the development/adoption of related policies in connection with the
Project.
(k) Conduct the VE/VA or its equivalent.
(l) Be available and prepared to address comments, respond to queries, and entertain
consultations, whenever necessary.
(m) Provide support to ensure on-time submission of required deliverables.

(iii) Marine Engineer/Naval Architect

(a) Prepare plans of ferry station infrastructure, vessels (i.e., low carbon ferries), and
marine transport/ferry systems.
(b) Conduct analyses and syntheses of survey results and consultation with
stakeholders, as well as the existing conditions of the study corridor.
(c) Review design of required infrastructures/facilities and provide advice as regards
value engineering for the optimal layout, marine transport/ferry system capacity

Page 23 of 41
 projections, and cost estimates of both in the construction and operations and
maintenance
(d) In coordination with the Ferry Operations Specialist and Marine Business Planer,
provide inputs to the basic design of the ferry/passenger stations and associated
facilities considering the best technology available taking into consideration the
global best practices, standards and specifications as well as its corresponding
cost implication (e.g., ferry landing plans, ferry route plan (including Marikina River
and Manila Bay), civil works plan, charging stations plan, electronical systems plan,
signaling and telecommunication).
(e) Assess the resiliency and sustainability of the project.
(f) Conduct assessment of proposed routes, plans, and technology and recommend
the optimal route, plans, and technology for the Project.
(g) Conduct hydrographic surveys.
(h) Assist in drafting the pre-feasibility study and feasibility studies.
(i) Assist in the preparation of the construction, supply, installation, and O&M
performance standards.
(j) Assist in the conduct the VE/VA or its equivalent.
(k) Provide support to ensure on-time submission of required deliverables.

(iv) Electrical Engineer

(a) Prepare design of vessels (e.g., electric vessels) and ferry charging station
systems.
(b) Provide inputs to analyses and syntheses of survey results and consultation with
stakeholders, as well as the existing conditions of the study corridor.
(c) Review design of required infrastructures/facilities and provide advice as regards
value engineering for the optimal layout, marine transport/ferry system capacity
projections, and cost estimates of both in the construction and operations and
maintenance
(d) In coordination with the Ferry Operations Specialist and Marine Engineer/ Naval
Architect, provide inputs to the basic design of the ferry/passenger stations and
associated facilities considering the best technology available taking into
consideration the global best practices, standards and specifications as well as its
corresponding cost implication (e.g., ferry landing plans, ferry route plan (including
Marikina River and Manila Bay), civil works plan, charging stations plan,
electronical systems plan, signaling and telecommunication).
(e) Provide inputs to the assessment of proposed routes, plans, and technology and
recommend the appropriate technology for the Project i.e., electric components.
(f) Assist in the preparation of the construction, supply, installation, and O&M
performance standards.
(g) Provide support to ensure on-time submission of required deliverables.

Consultants with National Expertise

(v) Project Finance Specialist

(a) Assist during pre-feasibility and feasibility studies by developing a full financial
model and financing plan, including determination of sound assumptions resulting
in a set of projected financial statements (balance sheet, cash flow, income
statement, key ratio analysis), and sensitivity scenarios. The working model shall
be submitted whenever requested. For the duration of the Consultant’s contract,
the Project Finance Specialist shall schedule periodic presentations and shall
make himself/herself available to address comments, respond to queries, and
entertain consultations, whenever necessary.

Page 24 of 41
 (b) Provide support during the market intelligence gathering from lenders relating to
financing terms, and incorporate final debt pricing into the financial model.
(c) Conduct project risk analysis (valuation, allocation and mitigation of risks) to
determine, assess, allocate and manage risks (such as, but not limited to project,
commercial, financial, political, economic, force majeure and legal risks) during all
project stages.
(d) Assess the extent to which project risks can be underwritten by commercial
insurance and the corresponding cost for such underwriting.
(e) Prepare a contingent liability model for the DOTr that quantifies the contingent
liabilities of the Project, how they shall be managed, and the funding requirements
based on the risk analysis.
(f) Assess various PPP modality (with due consideration to legal and institutional
impacts) and recommend a suitable modality or arrangement for the project
including required contractual agreements and institutional structures (e.g., special
purpose vehicles) to effect such PPP arrangement.
(g) Ascertain the potential acceptability of the recommended PPP structure by the
private investors and potential lenders; and recommend a suitable bankable
financing plan for the recommended PPP structure, including appropriate debt
equity ratios, loans tenures and rates for project viability.
(h) Identify appropriate funding sources.
(i) Carry out value for money analysis.
(j) Carry out options analysis.
(k) Test all key assumptions against financial model outputs.
(l) Assess project financial management capacity. 51
(m) Provide support to ensure on-time submission of required deliverables.

(vi) Legal Specialist

(a) Develop “bankability” measures for the proposed PPP structure, such as fee
payment mechanisms, preconditions for a private operator to fulfill service
obligations, default and risk clauses, and step-in rights of government.
(b) Assist in the project risk analysis.
(c) Identify and review licensing, permitting, land acquisition and other legal risks, as
well as other contractual and commercial relationships in the sector or related to
the sector and how those relationships will interface with the project.
(d) Provide general advice, e.g., on taxation, property, planning, environmental law,
banking, competition law and intellectual property.
(e) Assist during pre-feasibility and feasibility studies by reviewing and assessing legal
issues associated with the management of the social, economic and environmental
impacts of the project.
(f) Develop and provide detail to the legal architecture and design of the transaction,
identifying e.g., the (i) type of PPP contract to be used (e.g. BT, BOT, BTO, etc.);
(ii) investment commitments to be required, their nature and management; (iii)
investment plan, how, where and when investments will be made; and, (iv) type of
public sector support required, including terms and conditions, when necessary.
(g) Conduct policy and institutional assessment to ascertain the validity and viability of
the proposed PPP structure for the project taking into consideration requirements
of the labor laws and other related laws. The institutional assessment should
include a determination of the appropriate regulatory body tasked to monitor MPSS
and KPIs set out in the concession agreement.
(h) Assist DOTr in securing opinion/s from relevant government agencies on any legal
issue which may arise in relation to the project.

51For reference purposes, ADB financial management guidelines can be used. See ADB.2005. Financial
Management and Analysis of Projects. Manila.

Page 25 of 41
 (i) Recommend appropriate institutional arrangement for the project taking into
consideration the roles and responsibilities of DOTr, etc.
(j) Provide advice on country-specific experience on PPP projects relating to
jurisprudence (including those related to local government units), regulatory
framework and COA issuances that may have an impact on the project.
(k) Provide signed legal opinions on possible legal issues, which may need to be
addressed in the course of the preparation, tender and implementation of the
project.
(l) Assist the DOTr in addressing issues on the approval of the project.
(m) Be available and prepared to address comments, respond to queries, and entertain
consultations, whenever necessary.
(n) Provide support to ensure on-time submission of required deliverables.

(vii) Urban Planner

(a) Develop a comprehensive master plan of the transport systems in NCR,

specifically the MAPALLA Ferry Project.
(b) Assist during pre-feasibility and feasibility studies by conducting a review and
assessment of all the existing physical, and development plans of NCR,
Comprehensive Land Use Plan of the local government units (LGUs) in NCR,
existing plans, studies and agreements, and other related literature concerning the
transport systems specifically the Project.
(c) Prepare a user-need analysis to determine the necessary amenities such as but
not limited to the ancillary facilities, connectivity with various infrastructure and
services and activities needed.
(d) Scope the current institutional, operational and management set up in the
transportation system.
(e) Determine the individual components involved in the implementation of the plans
as well as the institutional arrangement, operational and management set-up,
duties, responsibilities, and participation of LGUs, MMDA, concerned NGAs 52, the
private sector, and other stakeholders, in the medium- and long-term
implementation of the master plan and the operation of the intra-metropolitan area
mass transportation system.
(f) Specify the phasing schedule in the implementation of the physical framework plan,
and identify and prioritize the corresponding projects and activities per phase of
the development i.e., short-term (1-3 years), medium-term (4-6 years), and long-
term (7-9 years).
(g) Prepare phased indicative development cost estimates for the infrastructure,
facilities, amenities, and other components of the marine transport/ferry system
Project.
(h) Formulate an institutional and operational plan for the marine transport/ferry
system Project, with due consideration to the mandates, roles, and responsibilities
of the LGUs, MMDA, concerned NGAs, and the private sector, if appropriate.
(i) Provide intermediate measures to address the institutional and operational gaps
and transition from the present transport system to its operation as marine
transport/ferry system, after the completion of the master/urban plan.
(j) Provide support to ensure on-time submission of required deliverables.

(viii) Transport Planner/ Business Planner

(a) In coordination with the Ferry Operations Specialist and Team Leader/Project
Manager, conduct site enablement review to identify requirements for the project,
including planning of ferries, passenger stations/terminals, and inland waterway

52 Includes the DPWH, DENR, DHSUD, DICT, DOE, and DOT

Page 26 of 41
 assets and infrastructure, the size of land, utility services and access arrangement
that are needed in the project, and consideration of technical engineering and
operations issues.
(b) Review existing ferry system arrangement in the study areas, including demand
and supply of transport services.
(c) Undertake detailed assessment of the demand and prepare forecast, taking into
account the ferry system to be developed.
(d) Conduct traffic surveys for private and on other public transport modes i.e., rail and
road including, but not limited to, traffic volume count survey, passenger load count
survey, travel time survey (route and mode choice), boarding and alighting survey
(route and mode choice), stated preference surveys (route and mode choice),
passenger origin and destination (O/D) surveys, commodity flow surveys,
willingness-to-pay and value of time surveys, vehicle occupancy survey, and
transfer/accessibility survey, and determine the impact of the project on these
modes and how developments in these modes may affect the project.
(e) In coordination with the Ferry Operations Specialist and Team Leader/Project
Manager, conduct site enablement review to identify requirements for the project,
including the size of land, utility services, and access arrangement that are needed
for the establishment of ferry stations/terminals.
(f) Identify the assets that will be required in the project, including the necessary
interconnectivity/interconnection with the other modes of transportation.
(g) Assess commercial/tourism potential (or other non-fare box potential) for the
project, in case fare revenue (or passenger demand) alone will not likely make the
project viable.
(h) Assist in overall coordination of the delivery of transaction advisory services in the
review and finalization of the study i.e., pre-feasibility and feasibility studies, and
all required assistance and advisory support.
(i) Conduct review of all studies related to the Project, including the updating of the
necessary information/ data.
(j) Recommend optimal size and capacity, performance standards, management
structure and staffing, and equipment requirements, among others, based on the
result of the technical assessment of the Project.
(k) Prepare the KPIs for the construction, improvement, operations and maintenance
of the marine transport/ferry system consistent with global best practices and the
technical specifications for the proposed project.
(l) Prepare the conceptual design for the construction, improvement, operations and
maintenance of the marine transport/ferry system including the facilities, services
that are needed (based on market analysis) and the services that need to be
provided based on international practices, cost estimation and cost recovery
methods keeping in view the government’s existing policies.
(m) Provide support to ensure on-time submission of required deliverables.

(ix) Building Information Modelling (BIM) Specialist/ Digital Twin Engineer

(a) Oversee the entire BIM implementation.

(b) Develop and implement the BIM process throughout the entire duration of the
Project.
(c) Establish BIM requirements and ensure all BIM construction models conform to the
BIM requirements of the Project.
(d) Specify project software and versions to be used for the BIM implementation and
establish workflows and software protocols for efficient delivery of the Project.
(e) Specify Industry Foundation Class (IFC) mapping parameters and COBie Data
Drop requirements, as well as set up and validate COBie data drops.
(f) Oversee the creation of all BIM construction models and associated information
across all partners and/or stakeholders.

Page 27 of 41
 (g) Coordinate with the Civil Engineer on the data extraction sets required by the
construction trades and changes in the Project have been documented and are
updated in the Building Information Management
(h) Prepare findings on the resolving clashes in design and trade models, as well as
variations.
(i) Provide support to ensure on-time submission of required deliverables.

(x) Civil Engineer

(a) Review the design of required infrastructures/facilities and provide advice as

regards value engineering for the optimal layout, marine transport capacity
projections, preliminary design, and cost estimates of both in the construction and
operations and maintenance/management.
(b) In coordination with the Ferry Operations Specialist and Marine Engineer, prepare
basic design of the ferry system stations/terminals and associated facilities
considering the best technology available taking into consideration the global best
practices, standards and specifications, as well as its corresponding cost
implication (e.g., ferry landing plans, ferry route plan (including Marikina River and
Manila Bay), civil works plan, charging stations plan, electromechanical systems
plan, signaling and telecommunication).
(c) Assist in the preparation of the construction, supply, installation, and O&M
performance standards for the proposed ferry system.
(d) Review and assist in the preparation of the MPSS.
(e) Assist in the conduct the VE/VA or its equivalent.
(f) Provide support to ensure on-time submission of required deliverables.

(xi) Geodetic Engineer

(a) Conduct parcellary, bathymetric, hydrological, and topological surveys (e.g.,

topographic survey) using surveying and mapping equipment to determine ground
elevation dependent grids, geodetic grids, property boundaries, terrain, and
elevation.
(b) Prepare survey data and survey sheet evaluation.
(c) Assess quality of control data to determine the need for additional survey data to
be used for the project.
(d) In coordination with the Ferry Operations Specialist, Marine Engineer and Civil
Engineer, provide inputs to the engineering design, construction/modification
methodology and equipment to be adopted for the project.
(e) Provide support to ensure on-time submission of required deliverables.

(xii) Architect

(a) Review the design of required infrastructures/facilities and provide advice as

regards value engineering for the optimal layout, marine transport capacity
projections, preliminary design, and cost estimates of both in the construction and
ferry operations and maintenance/management.
(b) Propose integration of climate resilient infrastructure, energy efficient materials and
modern trends in the design of the facilities in the marine transport/ferry system
i.e., passenger stations.
(c) Prepare comprehensive and detailed design using latest computer aided drafting
systems, building models and relevant technologies (e.g., ferry landing plans, ferry
route plan, civil works plan, charging stations plan, electronical systems plan,
signaling and telecommunication).
(d) Assist in the preparation of the construction, supply, installation, and O&M
performance standards for the proposed ferry system.

Page 28 of 41
 (e) Review and assist in the preparation of the MPSS.
(f) Assist in the conduct the VE/VA or its equivalent.
(g) Provide support to ensure on-time submission of required deliverables.

(xiii) Landscape Architect

(a) Review the design of required landscape infrastructures/facilities and provide

advice as regards value engineering for the optimal layout, marine transport
capacity projections, preliminary design, and cost estimates of both in the
construction and operations and maintenance.
(b) Propose integration of climate resilient infrastructure, energy efficient materials and
modern trends in the landscape design of the facilities in the marine transport/ferry
system.
(c) Prepare comprehensive and detailed landscape design using latest computer
aided drafting systems, building models and relevant technologies
(d) Assist in the preparation of the construction, supply, installation, and O&M
performance standards for the proposed ferry system.
(e) Review and assist in the preparation of the MPSS.
(f) Provide support to ensure on-time submission of required deliverables.

(xiv) Economic Specialist

(a) Undertake economic and cost–benefit analyses. The analyses should include,
among others, the following:
(i) Sector assessments, demand-supply (market analysis), opportunity cost
implications, projected project benefits and impacts;
(ii) Willingness-to-pay survey to determine whether the end-user tariffs are
socially acceptable;
(iii) Determination of project rationale and economic impact in comparison with
alternative options; and
(iv) Determination of realistic economic rates of return for the project under
various scenarios.
(b) In consultation with the Social Development and Gender Specialist, ensure that the
project provides desired and equitable benefits to end users.
(c) Together with the Project Finance Specialist, prepare the required report and
documents as may be required by the approving body.
(d) Provide support to ensure on-time submission of required deliverables.

(xv) Environmental Safeguard Specialist

(a) Carry out a comprehensive environmental assessment 53 (e.g., CDRA,

sustainability study) and ensure compliance and consistency the documentary
requirements in applying for the necessary environmental permits from the national
and local governments i.e., ECC, local clearances, etc.
(b) Assess critical environmental factors related to traffic congestion, noise and air
pollution, handling, storage and disposal of toxic and hazardous products, solid
waste, water and flooding, carbon emissions, geo-hazard conditions, land use and
settlement developments impacts, and resilience to climate change conditions
such as storm surges and floods.
(c) Recommend appropriate mitigating measures and designs to improve the project’s
environmental sustainability (e.g., redundancy arrangements). Ensure that the
environmental management plan and mitigation measures are integrated in the

53In doing so, the consultants shall be guided by the PPP Governing Board Resolution No. 2018-12-02 on
Safeguards in PPP: Mainstreaming Environmental, Displacement, Social and Gender Concerns.

Page 29 of 41
 project’s design, cost, and operation.
(d) Identify all government environmental clearances, required permits, and approvals.
(e) Provide inputs to the HIA and AIA.
(f) Evaluate the DOTr’s capacity to implement mitigation measures, and where
necessary, recommend capacity improvement training programs and measures.
(g) Ensure inclusion of the environmental and disaster risk management plan in the
bidding documents, along with the requirements to comply with mitigation
measures therein.
(h) Provide support to ensure on-time submission of required deliverables.

(xvi) Social Development and Gender Specialist54

(a) Collect sex-disaggregated data of users of the project.

(b) Determine if there are ancestral domain of Indigenous Peoples (IPs), historical,
cultural, and environmentally protected areas to be affected by the project.
(c) Prepare HIA and AIA.
(d) Conduct gender assessment and analysis of needs of women and men, as well as
gender differential impact of the project.
(e) Review gender risks and develop mitigation measures.
(f) Draft a gender mainstreaming framework for the project based on Philippine
gender laws.
(g) Develop a framework for poverty and social analysis of the project in accordance
with country requirements.
(h) Lead the mapping of social and gender impacts from implementing the project and
develop strategies to mitigate such impacts.
(i) Prepare poverty reduction and social strategy frameworks (e.g., resettlement
plans) with recommendations for involuntary resettlement, and gender safeguards
in accordance with the requirements in the Philippines, as applicable.
(j) Assess the DOTr’s capacity and commitment to undertake social impact due
diligence, impact monitoring, and mitigation measures implementation (e.g.,
resettlement implementation, monitoring and evaluation).
(k) Conduct a willingness-to-pay survey to determine whether the proposed tariffs are
socially acceptable.
(l) Assist in the conduct of stakeholder’s analysis, and in developing
recommendations for an appropriate institutional arrangement and implementation
measures for stakeholders aimed at identifying, understanding and managing
resistance to change.
(m) Ensure inclusion of the social safeguard requirements in the bidding documents,
along with the requirements to comply with them.
(n) Provide support to ensure on-time submission of required deliverables.

(xvii) LARAP Specialist

(a) Prepare LARAP that are adequate and compliant with the Philippines
requirements.
(b) Ascertain the legal status and availability of the additional lands and/or ROWs that
may be acquired for the Project.
(c) Establish the appraised value of the lands and provide inputs in determining the
optimal route plan (including Marikina River and Manila Bay) in terms of strategic
placement, ease of acquisition, security, etc.
(d) Conduct household survey and make the necessary tagging for use in the
development of the compensation plan.

54Use the PPP Governing Board (PPPGB) Resolution No. 2018-12-02 as reference: https://ppp.gov.ph/wp-
content/uploads/2019/01/PPPC_PPPGB_Reso-Safeguards-in-PPP.pdf

Page 30 of 41
 (e) Provide support to ensure on-time submission of required deliverables.

(xviii) Development Communications Specialist

(a) Together with the Social Development and Gender Specialist and Legal Specialist,
prepare the Communications Plan and manage any controversies (existing and
future) with different entities and provide inputs to the safeguards chapter of the
FS.
(b) Conduct a public communication needs analysis involving the project, as well as
stakeholder analysis and management to determine possible impacts on all
stakeholders.
(c) Design mechanisms such as but not limited to workshops to generate feedback
from stakeholders on critical aspects of the project, identify conflicting stances and
facilitate communication aimed at finding mutually acceptable modes of
collaboration among stakeholders.
(d) Propose communication strategies across multiple stakeholders to address the
identified communications needs. These should be aligned with the objectives,
solutions-orientation and positive messaging of the Philippine PPP program.
(e) Develop a communications plan, detailing out the phases of implementation, use
of tools, including those online, to improve the engagement process of
stakeholders, periodic monitoring and evaluation of the plan, and the cost of the
plan. Plan should incorporate key message development, positioning and
management of issues anticipated to arise in the key areas of the project such as
economic and financial aspects, the environment, gender and social safeguards,
among others.
(f) Provide support to ensure on-time submission of required deliverables.

VII. DELIVERABLES AND TIME SCHEDULE

Phase of Study
(Refer to
No. Deliverable Section V) Due date(a)
Monthly Progress Reports(b)55
1 Inception Report I 20 days from
commencement
2 Pre-Feasibility Study Report I 90 days from
commencement
3 Feasibility Study Report II 180 days from
commencement (c)
4 Post-Approval (Post-Activity) Report(d) III After presentation to
and Updated FS Report approving authority
(a) In calendar days.
(b) To be submitted every 5th of the month, with an Executive Summary on the
achievements in the previous month.
(c) The 180 days cover only the preparation and submission of the FS report and is
exclusive of the review and approval by the relevant approving body. The review and
approval may range from thirty (30) days to sixty (60) days, depending on the
implementation modality recommended in the FS.
(d) In case no project approval is granted, a Post-Activity Report documenting the
deliberations and approval process shall be submitted by the Consultant in lieu of the
Post-Approval Report.

55 Must include an Executive Summary

Page 31 of 41
32. In addition, the Consultant shall submit special reports as indicated in the table below.

No. Special Report Timing of Submission

1 PPP Multi-Criteria Scoring Report and Qualitative With deliverable No. 2
Report
2 Design and Monitoring Framework With deliverable No. 3
3 Demand and Market Research/Analysis Report With deliverable No. 3
4 Technical Assessment Report With deliverable No. 3
5 VE/VA Report or its equivalent With deliverable No. 3
6 Risk Assessment Report including contingent With deliverable No. 3
liability model
7 Economic Analysis Report including the economic With deliverable No. 3
model in traceable format
8 Financial Analysis Report including the financial With deliverable No. 3
model in traceable format
9 Legal and Institutional Analysis Report With deliverable No. 3
10 Gender Assessment and Analysis of Needs With deliverable No. 3
11 EIA Report, Strategic Environmental Assessment With deliverable No. 3
and Management Planning Report
12 Social Development Plan and Information, With deliverable No. 3
Education and Communication Plan
13 Land Acquisition and Resettlement Action Plan With deliverable No. 3
14 VfM Analysis Report With deliverable No. 3
15 Market Sounding Report With deliverable No. 3
16 Agency Project Report With deliverable No. 3
17 Accomplished Parameters, Terms or Conditions With deliverable No. 3
(PTC) Template and other ICC approval
documents
19 MPSS With deliverable No. 6

33. All reports shall be submitted to PPP Center and the DOTr in electronic format as MS
Word and PDF documents (latest version) and printed in five (5) copies. Models and
workflow, process and data diagrams shall be submitted electronically in their appropriate
dynamic application files. Minimum requirement on the content of the deliverables is
indicated in Appendix B of the TOR.

34. The PSC (PPP Center and the DOTr) shall conduct quality reviews to obtain feedback on
all draft versions of deliverables as appropriate. The concerned expert/s should be
present during these reviews.

IX. TERMS OF PAYMENT

35. The Consultant will be paid on a lump-sum basis. The payments shall be linked to various
outputs delivered by the Consultant and project milestones achieved. Said payment shall
be released by the Client based on the acceptance/approval of the outputs and
confirmation of the completion of milestones achieved by the Consultant as endorsed by
the PSC and/or relevant authority or committee from DOTr, after ensuring that said
outputs conform to the requirements of the GOP (Government of the Philippines).

36. The details of the stages and the key associated tasks, percentage payments and the
maximum timeframe for release of payments are indicated below.

Page 32 of 41
 Payment Percentage of
Milestone Due date
No. Payment(a)
1 Acceptance of the Inception Report 15%
2 Acceptance of Pre-Feasibility Study 15%
3 Acceptance of the Feasibility Study 54% 30 calendar days from
4 Acceptance of the Accomplished 8% the date of the
Agency Project Report, and submission of invoice
Parameters, Terms, and Conditions after acceptance/
(PTC) Template, and other approval completion(b) of each
documents milestone
5 Approval and Acceptance of the Post- 8%
Activity Report
(a) Percentage of payment of the contract value.
(b) There is acceptance/completion of each milestone upon issuance of a PSC
resolution.

37. Should the Contract for Consultant’s Services be terminated for whatever reason during
the course of the consulting assignment, the Consultant’s Final Claims for outputs
submitted or Services rendered will be paid based on the following Advance Work / Final
Claims Assessment Framework and Valuation, subject to the assessment of its
acceptability for payment by the PSC.

Advance Work/ Final Claims Assessment Framework and Valuation

(i) Final claims shall only be assessed upon the termination or expiration of the CCS.
During the effectivity of the CCS, the milestone payment schedule under item 36
above shall apply.

(ii) Advance works are Services or outputs instructed to be performed or submitted by

the Consultant ahead of the process or timeline indicated in the workplan of the CCS.
Before the Consultant performs the advance work, the PPP Center and the DOTr shall
identify under which milestone in the CCS the advance work will fall under and
execute a Letter-Agreement for Advance Works with the Consultant.

(iii) The payment per milestone must not exceed the earmarked amounts as indicated in
the tables below. The total final claims amount must not exceed the total contract
price.

(iv) The following must be submitted/complied with for the final claims or advance works
to be considered for assessment:

1) Letter-Agreement for Advance Works duly signed by the PPP Center and DOTr
providing instructions to the Consultant to submit the outputs or perform the
Services subject of final claims or advance works.
2) Proof of compliance with the instructions and submission of the outputs to the PPP
Center and DOTr.
3) Proof of satisfactory completion and acceptance by the PPP Center and DOTr.

(v) The proposed pricing or level of effort/time-inputs claimed for services rendered must
be duly substantiated and linked to the outputs submitted for assessment.

(vi) In case of pre-termination of the CCS, the following matrices are provided for
purposes of assessing the final claims and valuating the milestones and their
components:

Page 33 of 41
Phase II: Feasibility Study and Project Structuring (Milestone 3)

54% of the Contract Price

Activity/Output Delivered(a) (% of the 54% Payment;
USD, inclusive of taxes)
Design and Monitoring Framework (Task 1) 5%
Technical Requirements and Design (Technical Assessment) 45%
Report (Task 1.1)

This includes the required engineering surveys/analyses,

conceptual designs, VE/VA Report or equivalent report. 56
Legal and Institutional Analysis Report (Task 1.2) 10%
Gender Analysis and Assessment of Needs Report (Task 1.3) 5%
Risk Assessment Report (Task 1.4) 10%

This includes the contingent liability model.

Economic and Financial Analyses Report (Task 1.5) 15%
Report on Project Delivery Option Development and Project 5%
Structuring (Task 2)

This includes the following:

1. VfM Analysis Report (2%)
2. Market Sounding and Investors Conference Report
(3%)
Final FS Report (Task 3) 5%
(a) The assessment of final claims covers the services satisfactorily performed by the Consultant prior to the
effective date of termination of the CCS. The services satisfactorily performed cover both the outputs accepted
by the DOTr and the PPP Center and the activities conducted by the Consultant in line with its scope of work
under the Terms of Reference.

Phase III: Assistance in Securing All Required Government Approvals

16% of the Contract Price

(Breakdown of the
Activity/Output Delivered(a) Payment per Milestone
Component - % Payment;
USD, inclusive of taxes)
(Milestone 4) Acceptance/approval of:
1. accomplished Project Evaluation Forms (5%)
2. accomplished Parameters, Terms, and Conditions
8%
Template (3%)

This includes all assistance/support provide in the project

approval process.
(Milestone 5) Acceptance/approval of:
1. Post-Activity Report (5%) 8%
2. Updated FS Report (3%)
(a) The assessment of final claims covers the services satisfactorily performed by the Consultant prior to the
effective date of termination of the CCS. The services satisfactorily performed cover both the outputs accepted
by the DOTr and the PPP Center and the activities conducted by the Consultant in line with its scope of work
under the Terms of Reference.

56 i.e., Strategic Value Engineering/SVE (High-Level Alternative Analysis); Value Engineering and Options Analysis

(VE/OA), among others.

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 X. INSTITUTIONAL ARRANGEMENTS/RESPONSIBILITIES

PPP Center and DOTr

38. The PPP Center shall sign a lump-sum contract with the Consultant with the conforme of
the DOTr for providing project preparation and transaction support services. As the Client
and contracting party, the PPP Center through its PDMF Service, shall manage and
administer the Consultant’s CCS.

39. A PSC, composed of representatives from the DOTr and the PPP Center, has been
established to review and assess the acceptability of project deliverables, completion of
milestones, and contract variation proposals, and recommend the appropriate action to
the PPP Center Executive Director. For deliverables associated with the bid/tender
process, the Consultant shall work closely with the DOTr’s PBAC and its TWG.

40. The DOTr shall provide the Consultant with all available pertinent data and previous
studies (e.g., Economic Analysis Report including economic model, Gender Assessment
and Analysis of Needs, Environmental Impact Assessment [EIA] Report, Disaster Risk
Reduction [DRR] Report, Social Development Plan, Information, Education and
Communications [IEC] Plan, among others), if any. The DOTr and the PPP Center shall
liaise with other agencies and other consultants/experts involved in the Project to ensure
that the Consultant has access to all information required as may be allowed under
Philippine laws.

41. The DOTr and the PPP Center shall provide dedicated personnel with relevant skills as
counterpart staff to the Consultant including a designated Project Manager to, among
others–
(a) Work closely and coordinate with the assigned Project Officer of the PPP Center
and the Team Leader. If there are gaps between the tasks of the Consultant and the
DOTr and the PPP Center, the same shall be deemed to be included in DOTr’s
responsibilities;
(b) Ensure the relevant principal/s of the DOTr is well-informed of the developments of
the project;
(c) Ensure that prerequisite activities/requirements to move the project forward are
undertaken;
(d) Provide other administrative assistance such as, but not limited to,
arranging/coordinating meetings, and reproduction of project documents for internal
government use/requirement.

Consultant

42. The Consultant shall work closely with the DOTr and the PPP Center, through their
respective Project Managers, and other government agencies as may be required during
the assignment.

43. The Consultant shall be responsible for its own space while in the country, and all
necessary facilities and logistical support for its staff, including transportation, office
equipment (computers, printers, telephone, and internet services), survey and
investigation equipment, communications, utilities, office supplies, and other
miscellaneous costs for carrying out the services per the requirements under the TOR.
Further, the Consultant will need to provide all the administrative and support staff needed
to carry out their services.

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 XI. INPUTS, PROJECT DATA, AND REPORTS

44. The following reports shall be made available to the Consultant by DOTr:
Document Date
(a) The Study on Master Plan for the Strategic Development of the Jan. 2004
National Port System in the Republic of the Philippines – Main
Report (JICA)
(b) Pasig River Environmental Management and Rehabilitation Sector 2010
Development Program (ADB)
(c) Feasibility Study for Manila Bay-Pasig River-Laguna Lake Ferry Aug. 2013
System Project (DOTr)
(d) Roadmap for Transport Infrastructure Development for Metro Manila Mar. 2014
and its Surrounding Areas (Region III and Region IV-A) (JICA)
(e) Follow-up Survey on Roadmap for Transport Infrastructure Aug. 2019
Development for Greater Capital Region – Final Report (JICA)
(f) Feasibility Study for the Pasig River Ferry System – Final Report Jun. 2020

(g) Value Engineering/Value Analysis (VE/VA) on the Pasig River Ferry Nov. 29, 2022
System Project (PRFSP) – Preliminary VE/VA Report (NEDA)

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Appendix A Site/Location of the Project

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 Appendix B – REPORT OUTLINE (Minimum Requirement)

Inception Report
• Introduction
o General Project Information and Objectives
o Draft Design and Monitoring Framework
o Mobilization, Team and Organization Information
• Inception Mission Findings
o Key Findings
o Confirmation of Plan of Approach, Methodology and Timelines (advisor
may propose enhancements/changes)
• Critical Issues to be addressed and Recommendations
• Reporting Requirements
• Adjusted Work Plan and Schedule

Monthly Progress Report

• Major Accomplishment for each Activity and Task
• Scope of Work
• Project Plan and Schedule (Gantt, planned per contract versus actual)
• On-site Staffing (including home inputs) for Time Period
• Status of Deliverables (matrix, planned per contract versus revised/actual)
• Issues/Problems and Corresponding Corrective Actions

Design and Monitoring Framework

(Refer to ADB Guidelines on Preparing DMF)

Pre-Feasibility Study
• Background
o Socio-economic and policy background
o Rationale of the proposed PPP Project
o Legal basis for the implementing agency (IA) to undertake the PPP Project
o Stakeholders
o Private sector interest
o Problems and opportunities to be addressed
• Description of the Project
o Technical description, estimated investment cost and financing plan
o Preliminary financial analysis and preliminary economic analysis
o Preliminary market sounding activity
o Preliminary risk identification and allocation
o Required government support
o Proposed PPP modality and project structure
• PPP Multi-Criteria Scoring Report and Qualitative Report
o Methodology
o Criteria
o Conceptual Decision Framework
• Conclusion and Recommendation/s

Report on Market Sounding

• Objective/s
• Approach to the Market Sounding Exercise (As approved)
• List of companies Consulted
• Session Proceeding/s
• Summary of Findings and Key Issues Considered

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 Attachment 1: Market Sounding Document

Safeguards Chapter of the FS (as may be applicable)

I. Scope and Objectives of Safeguards Study as part of the FS
II. Process Documentation (methodologies, stakeholder studies, schedules of
reconnaissance survey/baseline data gathering, social preparation/IEC, Public
consultations, scoping, etc.). The documentation should include a sex-disaggregated
listing of stakeholder groups consulted including Indigenous People (if any), women
and other marginalized groups like fisher folks, farmers, etc.)
III. Current National Environmental and Social Safeguard Polices & Guidelines and Donor
Agency Requirements
IV. Results of Safeguards Screening and Scoping
The results of the screening of project alternatives in terms of siting, type and
technology shall be included in the FS. Relevant project description parameters used
in screening shall be reflected in the FS Report. The key results of the screening
process to be included in the FS Report shall be as follows:
a. Encroached or nearby ECAs for the alternative project sites considered
b. Project category based on existing Philippine and ADB Guidelines
c. Safeguards concerns for the various project design and technology options and
discussions of how this was factored-in in the project design
d. Summary of baseline socio-economic and cultural issues in project impact areas
e. Additional safeguards requirements of donor agencies, not covered by the
requirements of the Philippine Government, if any

V. Summary of EIA Study Results

Only the key findings of the EIA and SIA that should be considered in the feasibility
study shall be included in the safeguards chapter of the FS Report. This shall include
the following:
a. Summary of the Biophysical and Social assessment of project impacts of the
preferred project design / technology
b. Summary of the management / mitigation and monitoring plan for identified project
impacts
c. Identification of climate change and disaster risks in proposed project location and
corresponding identification of adaptation and risk management options
d. Identification of proposed environmental and social performance indicators
e. Environmental and Social safeguards requirements recommended for inclusion in
the bidding documents
f. CAPEX and OPEX considerations for environmental and social safeguards
The EIS or IEE Checklist Report shall be submitted separately or annexed to the FS
Report.

VI. Social Impact Management and Development Plan

Based on the assessment of impact of the proposed project on the baseline socio-
economic and cultural issues in project impact areas, a social impact management and
development plan shall be formulated and reflected in the FS Report. This shall contain
the following:
a. Framework plan for the resettlement / compensation for displaced stakeholders
b. Socio-Economic development plan for host community and project impact
areas
c. Framework plan for the addressing issues and concerns on gender equality /
women empowerment and other gender issues / concerns in the project impact
area considering the baseline conditions and the results of the sex-
disaggregated SIA and Gender mainstreaming framework and action plan for
the different phases of development.

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 d. Framework plan to address barriers to inclusion and opportunities for
participation for women, PWDs and senior citizens to enable them to benefit
equally from the development
e. Framework plan to involve indigenous peoples (IP) and/or IP organizations in
planning, implementation, monitoring and evaluation of the project
f. Framework plan for the cultural property and protection

VII. Summary and Conclusions

a. Summary of major finding in the Project impact assessment studies
(environmental and social) and key management measures
b. Summary of the key environmental preservation and social considerations for
project planning and design and corresponding cost implications

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